Marin Software Incorporated Non-Employee Director Compensation Arrangements
Marin Software Incorporated has established compensation arrangements for its non-employee directors. New board members receive an option to purchase 30,000 shares, vesting over three years. All non-employee directors receive an annual stock option grant valued at $150,000, vesting after one year. Additional stock options are granted to the Lead Independent Director and committee chairs, with vesting after one year. No cash retainers or per-meeting fees are provided. These arrangements outline the equity-based compensation structure for the company's board members.
Exhibit 10.14
Description of Director Compensation Arrangements
The compensation arrangements for the non-employee members of the Board of Directors of Marin Software Incorporated are as follows:
| New Board Members | Option to purchase 30,000 shares, vesting annually over three years | |
| Annual Grant for Non-employee Directors | Option to purchase a number of shares equal to $150,000 divided by Black Scholes Value of an option on the date of grant, vesting on the first anniversary of the date of grant | |
| Lead Independent Director | Option to purchase 1,200 shares, vesting on the first anniversary of the date of grant | |
| Audit Committee Chair | Option to purchase 1,200 shares, vesting on the first anniversary of the date of grant | |
| Compensation Committee Chair | Option to purchase 700 shares, vesting on the first anniversary of the date of grant | |
| Nom/Gov Committee Chair | Option to purchase 400 shares, vesting on the first anniversary of the date of grant | |
| Cash Retainer / per meeting fees | None | |
