Spherix Independent Board of Directors Compensation Policy (Approved May 25, 2010)
This agreement outlines the annual compensation for Spherix's independent Board of Directors. Independent directors receive a $5,000 annual cash retainer, $10,000 in stock options (vesting immediately and exercisable for five years), and fees for attending meetings: $2,500 for in-person board meetings, $800 for in-person committee meetings, and $300 for teleconferences. The Chairman of the Audit Committee receives an additional $1,000 retainer. Directors must be present or online to receive meeting fees. Compensation is reviewed and awarded at the May Board Meeting each year.
Exhibit 10.5
Spherix Independent Board of Directors Compensation
(Approved by the Board on 5/25/10)
Below is the Compensation Committee’s recommendation regarding annual compensation for outside, independent Board of Directors:
| Annual Retainer |
| $ | 5,000 |
| To be paid in cash at May Board Meeting annually. |
| Stock Options |
| $ | 10,000 |
| To be calculated by dividing $10,000 by the closing stock price the day the Stock Options are awarded; and at the May Board Meeting annually thereafter. The Options will vest in full on the day of award and will be exercisable for a period of five (5) years. |
| Board Meeting Fees |
| $ | 2,500 |
| To be paid for all in-person Board Meetings. Members must be present to be paid. |
| Committee Meeting Fees |
| $ | 800 |
| To be paid for all in-person Committee Meetings. Members must be present to be paid. |
| Teleconference Fees |
| $ | 300 |
| To be paid for all teleconferences called by either the Chairman of the Board, the President, or by the Chairman of the relevant Committee. Members must be on-line to be paid. |
| Additional Retainer |
| $ | 1,000 |
| To be paid to the Chairman of the Audit Committee. |
