NetScout Systems, Inc. Summary of Non-Employee Director Compensation
Exhibit 10.3
NetScout Systems, Inc.
Summary of Non-Employee Director Compensation
Effective as of September 2011, 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) | $ | 200,000 | $ | 150,000 | $ | 125,000 | ||||||
| RSU Grant | $ | 120,000 | $ | 90,000 | $ | 75,000 | ||||||
| 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.
