Ditech Communications Corporation Non-Employee Director Compensation Arrangements
This agreement outlines the compensation for non-employee directors of Ditech Communications Corporation. Directors receive fees for attending board and committee meetings, with amounts varying by meeting type and committee. They are also reimbursed for certain expenses related to meeting attendance. Under the 1999 Non-Employee Directors’ Plan, each new non-employee director receives an option to purchase 50,000 shares of company stock, vesting over four years, and an additional fully-vested option for 10,000 shares after each annual meeting, provided they have served at least six months. Stock options are granted at fair market value and have a five-year term.
Exhibit 10.14
Compensation Arrangements with Ditech Communications Corporation Non-Employee Directors
Ditech non-employee directors currently receive a fee for attendance of $1,000 for each regular board meeting, $2,500 for the annual offsite regular board meeting, and $250 for each special board meeting. Members of the Audit Committee currently receive a fee for attendance of $2,500 for each regular committee meeting, $1,000 for each in-person special meeting, and $500 for each telephonic special meeting. Members of the Compensation Committee currently receive a fee for attendance of $2,000 for each regular meeting and $500 for each special meeting. Members of the Corporate Governance and Nominating Committee currently receive a fee for attendance of $2,000 for each regular meeting and $500 per special meeting. Additionally, directors are entitled to be reimbursed for certain expenses in connection with attendance at board and committee meetings.
Pursuant to Ditech’s 1999 Non-Employee Directors’ Plan (the “Directors’ Plan”), upon initial appointment, each non-employee director is automatically granted an option to purchase 50,000 shares of Ditech’s Common Stock, which is subject to annual vesting over a four-year period from the date of grant. In addition, each non-employee director will automatically be granted a fully-vested option to purchase 10,000 shares of Ditech’s Common Stock immediately following each annual meeting of stockholders; provided, that such person has served as a non-employee director of Ditech for at least six months as of the date of the applicable annual meeting of stockholders. These options are granted at 100% of the fair market value of the Common Stock on the date of grant and have a five-year term. Pursuant to the Directors’ Plan, the initial grants and the annual grants are non-discretionary and are granted automatically, without any further action by Ditech, the Board or the stockholders.
