Base Salary ($)
Exhibit 10.20
Compensation Arrangements for Named Executive Officers and Directors
Compensation of Officers
Set forth below is a summary of the compensation paid by InsWeb Corporation (the “Company”) to its named executive officers (defined in Regulation S-K Item 402(a)(3)) in their current positions as of the date of filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “Form 10-K”). All of the Company’s executive officers are at-will employees whose compensation and employment status may be changed at any time at the discretion of the Company’s Board of Directors, subject only to the terms of the Executive Retention and Severance Plan between the Company and these executive officers, the form of which is filed as Exhibit 10.16 to the Form 10-K.
Base Salary. Effective January 1, 2005, the named executive officers are scheduled to receive the following annual base salaries in their current positions (the same base salaries as in 2004):
| Name and Current Position |
| Base Salary ($) |
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| Hussein A. Enan |
| $ | 250,000 |
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| (Chairman and Chief Executive Officer) |
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| William D. Griffin |
| $ | 208,000 |
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| (Chief Financial Officer) |
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| L. Eric Loewe |
| $ | 182,000 |
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| (Senior Vice President, General Counsel and Secretary) |
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Annual and Long-Term Incentive Plans. In their current positions, the named executive officers are eligible to:
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| • | The annual incentive compensation component applies to key managers above a certain salary grade, including the CFO and General Counsel and Secretary, but excluding the Chairman and CEO. For each profitable quarter in 2005, an incentive compensation pool is calculated based on the amount of profitability. The CFO and the General Counsel and Secretary each would receive approximately 13% of the pool, although their percentage could increase or decrease based on the number of other participants in the pool at the time of payout. |
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| • | To further align the compensation of the executive officers with increased shareholder value, on February 15, 2005, the Board of Directors approved option grants of 150,000 options to the Chairman and CEO, and 25,000 to both the CFO and the General Counsel and Secretary, all grants pursuant to the Company’s 1997 Stock Option Plan (filed as Exhibit 10.2 to the Form 10-K). |
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Benefit Plans and Other Arrangements. In their current positions, the named executive officers are eligible to:
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| • | Participate in the Company’s broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs and the qualified 401(k) savings plan. |
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Compensation of Directors
Each non-employee director receives an annual retainer of $30,000 payable on a quarterly basis, and fees of $2,500 for each regularly scheduled Board meeting attended. The chairman of the Audit Committee will receive an additional fee of $2,500 for each regularly scheduled Audit Committee meeting attended. The annual retainer relates to the twelve-month period from April 2004 through March 2005. In addition, each director will be reimbursed for reasonable expenses incurred in attending meetings of the Board.
All directors receive an annual grant of options to purchase 5,000 shares, with the date of grant being on or about July 1 of each year that they serve. All options granted to directors are fully vested and exercisable at the time of grant. The per-share exercise price of each such option will equal the fair market value of a share of Common Stock on the date of grant. Options granted to directors have a term of ten years from the date of grant.
