Summary of Director Compensation for Non-Employee Directors of Quest Resource Corporation

Summary

This document outlines the compensation structure for non-employee directors of Quest Resource Corporation. For 2008, directors received annual cash fees, additional fees for committee chairpersons, and a grant of company stock. The Chairman of the Board received an extra pro-rated fee. Effective January 1, 2009, the compensation was revised to increase annual cash fees and committee chairperson fees, with the Chairman receiving a set annual fee. No stock grants will be awarded to non-employee directors in 2009.

EX-10.2 2 d66952exv10w2.htm EX-10.2 exv10w2

Exhibit 10.2

SUMMARY OF DIRECTOR COMPENSATION

For the fiscal year ended 2008, the non-employee directors of Quest Resource Corporation (the “Company”) received the following compensation:

	•		annual director fee of $50,000 per year;

	•		annual fee of $7,500 per year for the Audit Committee chairperson;

	•		annual fee of $5,000 per year for any other committee chairperson; and

	•		a grant of 5,000 shares of common stock of the Company immediately following the annual meeting of stockholders.

Additionally, the Chairman of the Board, a non-employee director, received a $30,000 pro rated fee based on length of service.

In March 2009, the Company’s Board of Directors approved a change to the structure of the non-employee directors’ compensation, effective January 1, 2009, based on the recommendation of the Compensation Committee as follows:

	•		annual director fee of $125,000 per year;

	•		annual fee of $10,000 per year for the Audit Committee chairperson; and

	•		annual fee of $5,000 per year for any other committee chairperson.

Additionally, the Chairman of the Board, a non-employee director, will receive an annual fee of $30,000 per year.

No equity awards will be paid to the non-employee directors for 2009.