Interchange Corporation Board of Directors Compensation Plan (Amended October 14, 2005)

Summary

This agreement outlines the compensation plan for non-employee directors of Interchange Corporation, effective January 1, 2005 and amended October 14, 2005. It specifies annual retainers, per-meeting fees for board and committee participation, and additional retainers for committee chairpersons. The plan also details annual stock option grants for all directors, with special provisions for new directors, including pro-rated grants and a vesting schedule. The agreement sets clear terms for how directors are compensated for their service and participation.

EX-10.1 2 a13615exv10w1.htm EXHIBIT 10.1 Exhibit 10.1  

Exhibit 10.1
INTERCHANGE CORPORATION
Board of Directors Compensation Plan
Effective 1/1/05
Amended 10/14/05
     
Non-employee Director Compensation:
   
 
   
Annual retainer
  $20,000.00
 
   
Board of Director’s meeting attended in person
  $1,500.00 per meeting
Board of Director’s meeting attended telephonically
  $750.00 per meeting
 
   
Audit Committee Chairman annual retainer
  $10,000.00
 
   
Nominating, Compensation and Governance
Committee Chairmen annual retainer
  $7,500.00
 
   
Committee meeting attended
  $1,200.00 per meeting
 
   
Stock Option Grants (all Directors):
   
 
   
Annual Grant
  15,000 shares
 
   
Grant to new Director’s (first year)
  20,000 shares
New Directors will also receive a pro-rata amount of the Annual Grant.
Stock options vest 50% at the time of grant, and the remaining portions vest in equal amounts over the next twelve months.