CAPTARIS, INC. SUMMARY OF NONEMPLOYEE DIRECTOR COMPENSATION
Exhibit 10.8
CAPTARIS, INC.
SUMMARY OF NONEMPLOYEE DIRECTOR COMPENSATION
(As of March 2008)
Cash Compensation. Nonemployee directors receive the following cash compensation:
| Amount ($) | ||
| Annual Retainer (paid quarterly) | 36,000 | |
| Annual Committee Membership Retainers (paid quarterly) | ||
| Audit Committee | 10,000 | |
| Compensation Committee | 7,000 | |
| Governance Committee | 4,000 | |
| Annual Board and Committee Chair Retainers (paid quarterly) | ||
| Board of Directors | 47,000 | |
| Audit Committee | 18,000 | |
| Compensation Committee | 14,000 | |
| Governance Committee | 13,000 | |
Cash compensation is paid quarterly at the beginning of each quarter. For new directors or for changes to existing directors’ committee chair or membership status, amounts will be prorated based on the number of days in the quarter.
In March 2008, the Board of Directors decided to evaluate strategic alternatives to further enhance shareholder value. To oversee and expedite this process, the Board of Directors established a Special Committee comprised of the following independent, non-employee directors: Bruce L. Crockett (Chairman), Daniel R. Lyle, Thomas M. Murnane, and Patrick J. Swanick. The members of the Special Committee receive the following one-time retainer and per meeting fees, and are subject to the following maximum amount of compensation over the life of the committee (including the one-time retainer and per meeting fees).
| Member | One-Time Retainer | Per Meeting Fee | Maximum Amount of Compensation | ||||||
| Chairman | $ | 25,000 | $ | 1,250 | $ | 50,000 | |||
| All other members of Special Committee | $ | 20,000 | $ | 1,000 | $ | 40,000 | |||
Nonemployee directors may elect to defer 25%, 50%, 75% or 100% of their cash compensation into the Company’s Deferred Compensation Plan for Nonemployee Directors (the “Deferred Compensation Plan”). Deferred amounts will be treated as if they were invested in the Company’s common stock (no actual purchase of Company common stock will be made) at the closing price of such stock on the date the amounts would have been paid to the nonemployee director had they not been deferred. Upon a nonemployee director’s termination of service, deferred amounts will be distributed in shares of the Company’s common stock (with cash for any fractional share).
Nonemployee directors can make deferral elections to take effect on the later of the effective date of the Deferred Compensation Plan or the date such elections are filed with the Company. To do so, nonemployee directors must file their deferral elections with the Company no later than 30 days after the effective date of the Deferred Compensation Plan. Any such deferral election will apply only to cash compensation earned (and paid) after the later of the effective date of the Deferred Compensation Plan or the date the deferral election is filed with the Company. Nonemployee directors who do not file an initial deferral election within 30 days after the effective date of the Deferred Compensation Plan can begin to defer cash compensation as of the first day of any subsequent calendar year by filing a completed deferral election with the Company prior to the beginning of that year. A nonemployee director’s deferral election (whether an initial or subsequent election) will remain in effect from year to year until the nonemployee director changes it. Any such change will become effective as of the first day of the calendar year beginning after the new deferral election is filed with the Company. Deferral election changes cannot become effective mid-year.
Equity Compensation. Nonemployee directors receive the following equity awards:
| • | Initial and annual stock option grants with a $20,000 value (based on the 123R valuation methodology used by the Company), which vest in full one year after the date of grant; and |
| • | Initial and annual Restricted Deferred Stock Unit Awards (“DSU Awards”) with a $25,000 value, which vest in full one year after the date of grant. |
Initial grants are issued to the nonemployee directors when they join the Board of Directors. Annual grants are issued to the nonemployee directors on the date of the annual shareholder meeting unless the nonemployee director received an initial grant within six (6) months prior to the annual shareholder meeting.
The DSU Awards provide for restricted stock units that are automatically deferred under the Deferred Compensation Plan. On the date of grant, the $25,000 value of a DSU Award is converted into a number of stock units (with one stock unit equal to one share of the Company’s common stock) based on the fair market value of the Company’s common stock on that date. Upon a nonemployee director’s termination of service, vested stock units will be distributed in shares of the Company’s common stock (with cash for any fractional share), with one share of Company common stock being issued for each stock unit credited to the nonemployee director’s Deferred Compensation Plan account. Any stock units that are not vested at the time of termination will be forfeited.
Form 4 Reporting. With respect to DSU Awards, nonemployee directors must file a Form 4 within two business days after a DSU Award is granted. With respect to shares issuable in connection with cash deferrals, nonemployee directors must file a Form 4 within two business days of the date on which the cash compensation would have been paid to the nonemployee director had it not been deferred. Shares resulting from any dividend reinvestment will require a separate Form 4.
