Sonus Networks, Inc. Non-Employee Director Compensation Plan Summary (May 31, 2005)

Summary

Sonus Networks, Inc. has established a compensation plan for its non-employee directors, effective May 31, 2005. Non-employee directors receive annual cash payments ranging from $20,000 to $37,500, depending on their committee assignments and roles. They are also reimbursed for reasonable expenses related to board or committee meetings. Additionally, non-employee directors are granted 50,000 stock options upon joining the board and 20,000 options annually thereafter, with options vesting over four years. This plan outlines the compensation structure and equity incentives for non-employee board members.

EX-10.27 3 a05-14429_1ex10d27.htm EX-10.27

EXHIBIT 10.27

SUMMARY OF DIRECTOR COMPENSATION PLAN

On May 31, 2005, the Board of Directors of Sonus Networks, Inc. (the “Company”) approved a compensation program for non-employee directors. The cash compensation for non-employee directors is set forth below:

·       $20,000 per year for serving as a board member with no committee assignments;

·       $23,750 per year for serving as a board member, and on one committee other than the audit committee;

·       $27,500 per year for serving as a board member, and on the audit committee;

·       $27,500 per year for serving as a board member, and on two committees other than the audit committee;

·       $31,250 per year for serving as a board member, and on the audit committee and one other committee; or

·       $37,500 per year for serving as a board member, and as chairman of the audit committee.

Directors also are eligible to be reimbursed for reasonable out-of pocket expenses incurred in connection with attendance at board of director or committee meetings. Non-employee directors receive equity compensation under the Company’s Amended and Restated 1997 Stock Incentive Plan as set forth below:

·       50,000 shares upon commencement of board service; and

·       20,000 shares annually thereafter.

Each option grant vests over a four-year period with 25% of the number of options vesting one year from the date of grant and monthly thereafter at the rate of 2.0833% for each month of service completed by the director.