Spherix Independent Board of Directors Compensation Policy (Approved May 25, 2010)

Summary

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.

EX-10.5 6 a10-11103_1ex10d5.htm EX-10.5

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.