Sapient Corporation Board of Directors Compensation Policy

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for non-employee members of the Sapient Corporation Board of Directors. Directors receive annual retainers, meeting fees, and additional compensation for serving as committee chairs or the lead director. Equity grants are awarded upon initial appointment and annually, with the number of shares determined by a Black-Scholes valuation. Directors who are also employees do not receive additional compensation for board service. Fees are paid quarterly, and meeting fees are reduced for telephonic attendance or meetings held adjacent to board meetings.

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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.