SPS Commerce, Inc. Non-Employee Director Compensation Plan (Adopted February 24, 2015)
This plan outlines the compensation for non-employee directors of SPS Commerce, Inc. Directors receive annual cash retainers, with additional amounts for serving as chairpersons or committee members. Directors elected at the annual meeting are also granted stock options and restricted stock, both vesting quarterly over one year, provided they remain on the board. The plan also provides for reimbursement of reasonable expenses related to board and committee meetings.
Exhibit 10.1
SPS COMMERCE, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
Adopted: February 24, 2015
Director annual retainer: Annual retainer, payable in case, of $27,500 per director except for the chairperson who shall receive $39,500
Committee chairs annual retainer: Annual retainers, payable in cash, of:
| Audit Committee: | $ | 15,000 | ||
| Compensation Committee: | $ | 10,000 | ||
| Governance and Nominating Committee: | $ | 6,800 |
Committee member annual retainer: Annual retainers, payable in cash, of:
| Audit Committee: | $ | 5,000 | ||
| Compensation Committee: | $ | 4,000 | ||
| Governance and Nominating Committee: | $ | 2,700 |
Non-statutory stock option grants:
| • | To purchase up to $46,175 of common stock calculated as the grant date fair value of the stock-based awards computed in accordance with FASB ASC 718 on the date of the Company’s annual meeting of stockholders using the closing sale price for a share of the Company’s common stock on the Nasdaq Global Market on the date of the annual meeting of stockholders |
| • | Granted to directors who are elected to the board at the annual meeting of stockholders |
| • | Exercise price per share equal to the closing sales price for a share on the Nasdaq Global Market on the date of the annual meeting of stockholders |
| • | Vest in four equal installments on the last day of each fiscal quarter with the first vesting occurring on June 30, provided the recipient remains a member of the board as of the vesting date |
| • | Maximum term of seven years measured from the date of grant |
Restricted stock grants:
| • | To acquire up to $46,175 of restricted common stock calculated by dividing this amount by the closing sale price for a share of the Company’s common stock on the Nasdaq Global Market on the date of the Company’s annual meeting of stockholders |
| • | Granted to directors who are elected to the board at the annual meeting of stockholders |
| • | Vests in four equal installments on the last day of each fiscal quarter with the first vesting occurring on June 30, provided the recipient remains a member of the board as of the vesting date |
Reimbursement of expenses: The Company shall reimburse directors for reasonable expenses incurred in connection with attending board and committee meetings.
