Summary of Pixelworks Non-Employee Director Compensation (2014–2015)
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Summary
This document outlines the compensation structure for non-employee directors of Pixelworks, Inc. for the years 2014 and 2015. It details annual cash retainers, equity grants (stock options and RSUs), and additional fees for committee service and chair positions. Compensation varies by role and includes both cash payments and equity awards, with specific vesting schedules and provisions for acceleration upon a change of control. The agreement covers the terms for initial and annual grants, as well as additional compensation for committee and board leadership roles.
EX-10.9 3 pxlw12312014_ex109.htm SUMMARY OF PIXELWORKS NON-EMPLOYEE DIRECTOR COMPENSATION PXLW 12.31.2014_Ex 10.9
Exhibit 10.9
Summary of Pixelworks Non-Employee Director Compensation
Applicable Period | January 1, 2014 - December 31, 2014 | January 1, 2015 - December 31, 2015 |
General Board Service - Cash | Annual Retainer: $27,000 | Annual Retainer: $33,000 |
General Board Service - Equity | Initial grant upon election or appointment: 10,000 stock options with a six year term vesting 25% on the first anniversary of the grant date, and ratably on a monthly basis thereafter for the next three years, subject to acceleration on change of control Annual grant at annual meeting of shareholders: 8,000 RSUs vesting on first to occur of (1) the day before the next annual meeting of the Company’s shareholders that follows the grant date, or (2) the first anniversary of the grant date, subject to acceleration on change of control | Initial grant upon election or appointment: $47,000 fair value in stock options (based on Black-Scholes valuation assumptions consistent with the Company’s financial reporting obligations and 30-day average stock price) with a six year term vesting 25% on the first anniversary of the grant date, and ratably on a monthly basis thereafter for the next three years, subject to acceleration on change of control Annual grant at annual meeting of shareholders: $31,000 fair value in RSUs (based on 30-day average stock price) vesting on first to occur of (1) the day before the next annual meeting of the Company’s shareholders that follows the grant date, or (2) the first anniversary of the grant date, subject to acceleration on change of control |
Committee Member Service - Additional Annual Fees | Committee member annual fees: Audit: $8,000 (paid quarterly) Comp: $5,000 (paid quarterly) Corp Gov/Nom: $3,000 (paid quarterly) Office of the Chair: $60,000 in RSUs granted on reappointment to the committee, vesting on the first to occur of (1) the day before the next annual meeting of the Company's shareholders that follows the grant date or (2) the first anniversary of the grant date, subject to acceleration on change of control | Committee member annual fees: Audit: $8,000 (paid quarterly) Comp: $5,000 (paid quarterly) Corp Gov/Nom: $3,000 (paid quarterly) Office of the Chair: no additional compensation |
Committee Chair Service - Additional Annual Fees | Committee Chair fees: Audit: $16,000 (paid quarterly) Comp: $10,000 (paid quarterly) Corp Gov/Nom: $6,000 (paid quarterly) Office of the Chair: No additional compensation | Committee Chair fees: Audit: $19,000 (paid quarterly) Comp: $10,000 (paid quarterly) Corp Gov/Nom: $6,000 (paid quarterly) Office of the Chair: No additional compensation |
Chairman of the Board | Additional annual retainer: $35,000 | Additional annual retainer: $25,000 |
