Renaissance Learning, Inc. Non-Employee Director Compensation Summary (Effective October 1, 2004)
This summary outlines the compensation for directors of Renaissance Learning, Inc. who are not company employees. Non-employee directors receive a $6,000 annual cash retainer, paid quarterly, plus $1,000 for each board meeting attended and reimbursement for related expenses. Additional fees are provided for committee meetings, with higher amounts for committee chairpersons. Non-employee directors also receive semi-annual stock option grants under the company's 1997 Stock Incentive Plan, with options vesting immediately and expiring after ten years. Options remain exercisable for up to two years after a director leaves the board.
Exhibit 10.12
Non-Employee Director Compensation Summary
Effective October 1, 2004, directors who are not employees of Renaissance Learning, Inc. (the “Company”) receive a $6,000 annual cash retainer, to be paid quarterly. In addition to this retainer, non-employee directors will continue to receive a fee of $1,000 for each board meeting attended, plus out-of-pocket expenses incurred in connection with attendance at each such meeting. For each committee meeting attended, these directors will continue to receive the following fees, plus out-of-pocket expenses: (a) the chairman of the Audit Committee receives $1,000 for each Audit Committee meeting attended, while the other Audit Committee members receive $750 for each such meeting, and (b) the chairman of the Compensation Committee receives $750 for each Compensation Committee meeting attended, while other Compensation Committee members receive $500 for each such meeting. Meeting fees for attendance at Nominating Committee meetings will be established if and when that committee meets.
In addition, each non-employee director receives a semi-annual option grant under the Company’s 1997 Stock Incentive Plan. The number of shares for which each option is granted to a director is equal to $75,000, for each semi-annual grant amount, divided by the exercise price per share. Options are granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant, vest immediately and expire ten years from the date of grant. In addition, such options are exercisable by the directors for up to two years after termination of service on the board.
