NetScout Systems, Inc. Summary of Non-Employee Director Compensation (Effective October 25, 2016)
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Summary
NetScout Systems, Inc. outlines the compensation for its non-employee directors, effective October 25, 2016. Non-employee directors receive an annual cash retainer of $60,000, with additional payments for serving as lead director or on specific board committees. Committee chairpersons receive extra compensation. Directors are reimbursed for reasonable expenses related to board duties and approved education. Each non-employee director is also granted annual restricted stock units valued at $140,000, which vest fully at the annual meeting if attendance requirements are met, or after three years if not.
EX-10.1 2 ntct-ex101_20161231.htm EXHIBIT 10.1 Exhibit
Exhibit 10.1
NetScout Systems, Inc.
Summary of Non-Employee Director Compensation
Effective as of October 25, 2016, non-employee directors are compensated $60,000 annually for their services and do not receive any additional compensation for any regular Board meeting attended. The lead non-employee director receives an additional annual retainer of $35,000. Non-employee directors will receive $15,000 annually for serving on the Audit Committee, $10,000 annually for serving on the Compensation Committee, $6,000 annually for serving on the Nominating and Corporate Governance Committee, and $6,000 for serving on the Finance Committee. In addition, directors who are chairpersons of a particular committee are also given additional annual compensation of $15,000 for the Audit Committee, $10,000 for the Compensation Committee, $6,000 for the Nominating and Corporate Governance Committee, and $6,000 for the Finance Committee. Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or of any committee and for attendance at approved director education programs.
Non-employee directors are also each granted annual equity-based awards in the form of restricted stock units in the amount of $140,000. These restricted stock unit awards vest 100% on the date of our annual meeting provided that during such year, such director attends at least 75%, collectively, of the meetings of the Board and any committee of the Board of which such director is a member. In the event that the foregoing attendance requirements are not met, then 100% of these restricted stock units will vest on the third anniversary of the date of grant. No other equity awards are given to our non-employee directors.
