Ex-10.5 Director Compensation Matters

Contract Categories: Human Resources - Compensation Agreements
EX-10.5 2 b53301scexv10w5.txt EX-10.5 DIRECTOR COMPENSATION MATTERS . . . EXHIBIT 10.5 Director Compensation Matters SAPIENT CORPORATION BOARD OF DIRECTORS COMPENSATION+
ANNUAL ANNUAL BOARD COMMITTEE EQUITY GRANTS BOARD LEAD DIRECTOR & MEETING FEE MEETING MEMBER COMMITTEE (PER FEE (PER RETAINER CHAIR RETAINER MEETING FEE) MEETING FEE) - ----------------- ------------------------------ -------------- -------------- --------------------------------------- $15,000* - Lead Director & Audit $2,000** $750** - Grant upon first (initial) Chair: $20,000* appointment to Board of Directors: $75,000 in - Compensation Black-Scholes value***, 4-yr. Committee Chair: straight-line vesting (i.e., 25% $10,000* per year) - Nominating and - Annual grant: $40,000 in Governance Committee Black-Scholes value***; 100% Chair: $5,000* "cliff" vesting at 1st anniversary - ----------------- ------------------------------ -------------- -------------- ---------------------------------------
+Directors who are also employees of Sapient Corporation do not receive any compensation for serving as directors or as members of committees. *Retainer paid in equal quarterly installments. **Fee reduced 50% (a) if attended by telephone; or (b) for Committee meetings held immediately before or after a Board meeting. ***The NUMBER OF UNDERLYING SHARES to be granted will be determined as follows: - The Black-Scholes value ("BSV") will be calculated based on the following inputs: - Using the average Nasdaq closing price over the prior 90-calendar day period as the FMV; - Using a 10-year life for the option; and - Using the same method and source for measuring volatility and risk-free rate as Sapient uses for its financial reporting. - The BSV will then be divided into $75K [if a "first (initial)" grant] or $40K [if an annual grant] to determine the number of shares to be granted.