Health Grades Inc. Non-Employee Director Compensation Terms Effective January 1, 2009

Summary

This document outlines the compensation for non-employee directors of Health Grades Inc. starting January 1, 2009. Each non-employee director receives $20,000 in cash and 7,500 shares of restricted stock, with the stock vesting in two equal installments over two years. Additionally, the Audit Committee Chairperson receives 1,000 extra shares of restricted stock, also vesting over two years. All stock is issued under the company's 2006 Equity Compensation Plan.

EX-10.6 2 c97815exv10w6.htm EXHIBIT 10.6 Exhibit 10.6

Exhibit 10.6

Directors Compensation

Effective January 1, 2009, compensation for each non-employee director of the Company is as follows:

(i)

$20,000 in cash;

(ii)

7,500 shares of restricted stock issued under our 2006 Health Grades Inc. Equity Compensation Plan, with 50% vesting on each of the first two anniversaries of the date of grant; and

(iii)

1,000 shares of restricted stock issued under our 2006 Health Grades Inc. Equity Compensation Plan for serving as the Audit Committee Chairperson, with 50% vesting on each of the first two anniversaries of the date of grant.