Summary of Pixelworks Non-Employee Director Compensation (2018–Present)

Summary

This document outlines the compensation structure for non-employee directors of Pixelworks, Inc. for service periods beginning January 1, 2018. Directors receive annual cash retainers, equity grants in the form of stock options and restricted stock units (RSUs), and additional fees for serving on or chairing board committees. The compensation includes specific amounts for general board service, committee participation, and chair roles, with vesting schedules and provisions for acceleration upon a change of control. The Chairman of the Board receives an extra annual retainer. The terms apply to both 2018 and subsequent years.

EX-10.9 2 pxlw12312018_ex109.htm SUMMARY OF PIXELWORKS NON-EMPLOYEE DIRECTOR COMPENSATION Exhibit

Exhibit 10.9

Summary of Pixelworks Non-Employee Director Compensation



Applicable Period	January 1, 2018 - December 31, 2018	January 1, 2019 - Current
General Board Service - Cash	Annual Retainer: $33,000	Annual Retainer: $40,000
General Board Service - Equity	Initial grant upon election or appointment: $74,000 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: $74,000 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	Initial grant upon election or appointment: $74,000 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: $74,000 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)	Committee member annual fees: Audit: $8,000 (paid quarterly) Comp: $5,000 (paid quarterly) Corp Gov/Nom: $3,000 (paid quarterly)
Committee Chair Service - Additional Annual Fees	Committee Chair fees: Audit: $19,000 (paid quarterly) Comp: $10,000 (paid quarterly) Corp Gov/Nom: $7,500 (paid quarterly)	Committee Chair fees: Audit: $19,000 (paid quarterly) Comp: $10,000 (paid quarterly) Corp Gov/Nom: $7,500 (paid quarterly)
Chairman of the Board	Additional annual retainer: $25,000	Additional annual retainer: $25,000