Hudson Highland Group, Inc. Non-Employee Director Compensation Summary (Effective January 29, 2008)
Hudson Highland Group, Inc. outlines its compensation policy for non-employee members of its Board of Directors, effective January 29, 2008. Non-employee directors receive an annual cash retainer, deferred share units, meeting fees, and additional retainers for committee chairpersons and the lead director. Directors are also reimbursed for meeting-related expenses. New directors receive a grant of deferred share units that vest over three years, and after three years of service, annual grants of additional share units are provided. The policy details the structure and timing of these payments and grants.
EXHIBIT 10.9
Summary of Hudson Highland Group, Inc.
Compensation for Non-employee Members of the Board of Directors
The Company’s policy of compensation for the non-employee members of the Board of Directors effective as of January 29, 2008 is as follows:
| • | Retainer and Fees. Each non-employee director is entitled to receive an annual cash retainer of $25,000, $15,000 paid in share units that will be deferred to a retirement account until the director ceases board service, a cash fee of $2,000 for each Board and Board committee meeting attended in person and a cash fee of $1,000 for each telephonic Board meeting. The Chairpersons of the Audit Committee and the Compensation Committee receive an additional annual cash retainer of $10,000 and the Chairperson of the Nominating and Governance Committee receives an additional annual cash retainer of $5,000. The lead director also receives an additional annual cash retainer of $10,000. Additionally, directors are reimbursed for out-of-pocket expenses associated with attending meetings of the Board and Board committees. |
| • | Equity Compensation. Upon first being elected or appointed as a director of the Company, each non-employee director of the Company is granted deferred share units equal to three times the annual retainer, which vest over three years. After three years of board service, a non-employee director will receive annual grants of 2,500 deferred share units in addition to those share units received as part of the annual retainer. |
