NetScout Systems, Inc. Summary of Non-Employee Director Compensation

EX-10.8 2 ntct-ex108_20141231.htm EXHIBIT 10.8 NTCT-EX10.8_2014.12.31


Exhibit 10.8

NetScout Systems, Inc.
Summary of Non-Employee Director Compensation
Effective as of November 2014, non-employee directors are compensated $36,000 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 $30,000. Non-employee directors currently receive $10,000 annually for serving on the Audit Committee, $8,000 annually for serving on the Compensation Committee, and $6,000 annually for serving on the Nominating Committee. In addition, directors who are chairpersons of a particular committee are also given additional annual compensation of $20,000 for the Audit Committee, and $10,000 for the Compensation Committee, and $8,000 for the Nominating Committee and $6,000 for the Finance Committee. Finance Committee members receive $1,000 for each meeting attended in person and $800 for each meeting attended via telephone. 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 granted annually equity-based awards in the form of restricted stock units and related cash amounts upon vesting to defray the corresponding tax liability as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Element
 
Role/Position
 
 
Lead Director
 
 
Chairperson
 
 
Other Directors
 
Total value (RSU Grant and Cash Offset)
 
$
212,000
 
 
$
159,000
 
 
$
132,500
 
RSU Grant
 
$
132,000
 
 
$
99,000
 
 
$
82,500
 
Cash Offset
 
$
80,000
 
 
$
60,000
 
 
$
50,000
 
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.