SCHEDULE OF COMPENSATION FOR NON-EMPLOYEE DIRECTORS
EX-10.1 2 ecom9302014ex101.htm EXHIBIT 10.1 ecom 9.30.2014 EX 10.1
Exhibit 10.1
As approved July 1, 2014
SCHEDULE OF COMPENSATION FOR
NON-EMPLOYEE DIRECTORS
This schedule describes the compensation payable by ChannelAdvisor Corporation (the “Company”) to individuals who are not employed by the Company but serve as members of the Company's Board of Directors. The compensation consists of cash and equity compensation components as described below. In addition, the Company will pay or reimburse directors for reasonable expenses incurred in performing the duties of the director in accordance with the Company's business expense reimbursement policy and procedures. This schedule is not intended to create any contractual obligation with any director and may be amended by the Company at any time.
Cash Compensation:
Annual retainer for indicated role:
Member of the Board of Directors | $50,000 |
Chair of the Audit Committee | $20,000 |
Chair of the Compensation Committee | $10,000 |
Chair of the Nominating and Corporate Governance Committee | $6,000 |
Member of the Audit Committee | $7,000 |
Member of the Compensation Committee | $5,000 |
Each non-employee director will be paid the retainer listed above for membership on the Board of Directors and for each other role in which the director serves. In lieu of cash payments, non-employee directors may elect to receive grants of restricted stock unit awards. Committee Chairs will receive the retainer for service as chair in lieu of the retainer for committee membership. Effective July 1, 2014, the retainer will be earned on the first day of the fiscal quarter in which the director serves in the indicated role. No adjustment will be made nor any repayment due in the event that a director does not serve in the indicated role for the remainder of the quarter. Retainers are in lieu of meeting fees.
Equity Compensation:
Each non-employee director then serving on the Board will be granted a restricted stock unit award of 6,000 shares of the Company's common stock on the first business day of August. The award will be granted pursuant to the Company's 2013 Equity Incentive Plan. The award vests in full on the first anniversary of the grant date, provided that the director is serving as a member of the Board of Directors or as an employee or Consultant of the Company or an Affiliate under the Plan on the date of vesting. The awards will be awarded only if approved by the Compensation Committee on or before the grant date. Awards will be made pursuant to the applicable form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement as approved by the Compensation Committee from time to time.
