Spherix Independent Board of Directors Compensation Policy (Approved May 12, 2009)

Summary

This document outlines the compensation policy for independent members of the Spherix Board of Directors. Independent directors receive an annual cash retainer of $5,000 and annual stock awards valued at $10,000, with shares restricted from transfer until one year after leaving the Board. Additional fees are paid for attending in-person board and committee meetings, as well as teleconferences. The Chairman of the Audit Committee receives an extra $1,000 retainer. Compensation is contingent on attendance and Board approval.

EX-10.1 2 v149493_ex10-1.htm Unassociated Document

EXHIBIT 10.1

Spherix Independent Board of Directors Compensation

(Approved by the Board on 5/12/09)

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 Awards	$10,000	To be calculated by dividing $10,000 by the closing stock price the day the Stock Awards are granted; and at the May Board Meeting annually thereafter. The shares will be granted upon approval of the Board; however, the shares will be restricted and instructions will be given to the stock transfer agent that the shares may not be transferred until the one year anniversary of the Board Member’s departure from the Board.
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.