Micromuse Inc. Summary of Director Compensation Arrangements (as of December 7, 2004)

Summary

Micromuse Inc. has established compensation arrangements for its independent directors, effective from the fourth quarter of fiscal year 2004. Independent directors receive a $20,000 annual retainer, with the Audit Committee chair receiving an additional $5,000. Directors are also paid $1,000 for each board meeting they attend in person, with all fees paid quarterly. In 2004, independent directors were granted stock options ranging from 30,000 to 40,000 shares each. The Compensation Committee is still reviewing future equity awards for these directors.

EX-10.17 6 dex1017.htm SUMMARY OF DIRECTOR COMPENSATION Summary of Director Compensation

EXHIBIT 10.17

SUMMARY OF DIRECTOR COMPENSATION

(As of December 7, 2004)

The following is a summary of the director compensation arrangements adopted by resolution of the Micromuse Board of Directors on June 23, 2004.

On the recommendation of outside experts and the Compensation Committee, the Board agreed to pay independent directors a $20,000 annual retainer and the chair of the Audit Committee an additional $5,000 annual retainer and to provide per meeting compensation of $1,000 for each meeting of the Board of Directors that is personally attended beginning with the fourth quarter of fiscal year 2004 (all such fees are payable quarterly in arrears).

In fiscal year 2004, the following option grants were approved for the independent directors as follows:


Name		No. of Shares Underlying Option Grants
John C. Bolger		40,000
Michael E.W. Jackson		35,000
David C. Schwab		30,000
Kathleen M.H. Wallman		30,000

The Compensation Committee also undertook to review future equity awards to the independent directors, which review has not been completed.