Board Compensation Agreement between GXS Holdings, Inc., GXS Corporation, and Venkat Mohan
This agreement outlines the compensation for Venkat Mohan's service on the Boards of Directors of GXS Holdings, Inc. and GXS Corporation. Mr. Mohan will receive payments for attending board and committee meetings, additional compensation for extra time spent on company business, and reimbursement for certain expenses. He is also granted 50,000 non-qualified stock options. The agreement is retroactive to October 2002, and Mr. Mohan will be paid $44,000 for his past participation. The arrangement is confirmed by both parties' signatures.
Exhibit 10.27
Global eXchange Services | ||
Where Technology Meets Experience | ||
| 100 Edison Park Dr., Gaithersburg, MD 20878 | ||
| PH ###-###-#### • www.gxs.com | ||
January 16, 2004
Mr. Venkat Mohan
3844 Cottonwood Drive
Danville, CA 94506
Dear Venkat:
This letter will confirm our agreement regarding compensation for your participation on the Boards of Directors of GXS Holdings, Inc. and GXS Corporation.
As you know, the Boards of both companies meet together as a group, at least quarterly, with meetings typically held for a full day at the Company’s headquarters in Gaithersburg, MD. In addition, the Boards or their Committees may hold special meetings at other times during the year, either in person or telephonically, and they act by written consent.
As compensation for your services, you will receive $5,000.00 for each board meeting you attend. You will also receive $1,000 for each committee meeting you attend, $2,500 for each additional half-day of time that you spend on GXS business matters, as well as reimbursement for reasonable expenses incurred when we request your attendance on GXS matters away from the Washington, D.C. metropolitan area. Meeting fees are paid whether the meeting is held in person or by telephone. In addition, you will be granted 50,000 non-qualified stock options. The terms and conditions of the grant are set forth in the attached option agreement.
This arrangement concerning compensation for your participation on our boards shall be retroactive to October 2002. Since that time, you have attended 8 board meetings in person and 4 audit committee meetings by teleconference; accordingly, the Company will pay you $44,000 for your past participation.
If this letter accurately confirms our agreement please sign in the space provided below and return this letter to Bruce Hunter
Sincerely,
/s/ Gary Greenfield
Gary Greenfield
Prelident and CEO
Accepted this 27th day of January 2004
/s/ Venkat Mohan
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