The Princeton Review, Inc. Summary of Cash and Equity Compensation for Non-Employee Directors
This document outlines the compensation practices for non-employee directors of The Princeton Review, Inc. Non-employee board members receive annual cash retainers, additional payments for committee roles, and annual grants of restricted stock. Compensation is paid quarterly, and directors are reimbursed for reasonable expenses related to board meetings. Certain directors serving under specific agreements or securities rights are excluded from these compensation terms. The policy was approved and amended by the Board in 2007.
Exhibit 10.5
The Princeton Review, Inc.
Summary of Cash and Equity Compensation Practices
for Non-Employee Directors
Cash Compensation
| Annual retainer for Board membership | $ | 15,000 | |
| Additional annual retainer for Board chair | $ | 10,000 | |
| Audit Committee | |||
| Additional annual retainer for committee membership | $ | 2,500 | |
| Additional annual retainer for committee chair | $ | 10,000 | |
| Compensation Committee | |||
| Additional annual retainer for committee chair | $ | 4,000 | |
All of the foregoing amounts are paid in quarterly installments.
Equity Compensation
Subject to the provision under “Exceptions” below, all non-employee Board members are eligible to receive an annual grant of 5,000 shares of restricted stock granted on June 30 of each year and vesting on the next following January 30.
Expenses
In addition to the cash and equity compensation described above, all members of the Board will be reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors.
Exceptions
The compensation under “Cash Compensation” and “Equity Compensation” above shall not pertain to any member of the Board, or any committee of the Board, that serves as a member of the Board pursuant to any agreement or contract between the Company and any third party or as the result of any right provided by the terms of any class of the Company’s securities.
Approved by the Board on May 7, 2007, as amended by the Board on November 6, 2007.
