Summary of Non-Employee Director Compensation for Talk America Holdings, Inc. (Effective January 1, 2006)

Summary

This document outlines the compensation for non-employee directors of Talk America Holdings, Inc. as of January 1, 2006. Non-employee directors receive an annual cash retainer of $40,000, with additional fees for the Chairman of the Board and Audit Committee Chair. Directors may also receive equity awards as determined by the Board. Compensation is paid annually or quarterly, and directors are reimbursed for travel and related expenses. The non-employee Chairman receives additional office access, cellular service, and health benefits similar to senior executives.

EX-10.1 2 exhibit2.htm EXHIBIT Exhibit

EXHIBIT 10.1

Summary of Talk America Holdings, Inc. Non-Employee Director Compensation

(Effective as of January 1, 2006)

Cash Compensation

Annual Retainer: $40,000

Annual Chair Fees:

Non-Employee Chairman of the Board $40,000

Audit Committee Chair $ 5,000

Equity Compensation

Each year, non-employee directors may receive award(s) for a number of shares granted by the Board. Subject to limits in the various Company Plan terms, the Board has the discretion to determine the form and terms of awards to non-employee directors.

Other Information

Non-employee directors' compensation is paid based on a January to December annual period. The cash annual retainer and annual Chairman of the Board fees are each paid in equal quarterly installments; the Audit Committee Chair fee is payable in one lump sum. Talk America Holdings, Inc. reimburses directors for their travel and related expenses in connection with attending Board and Board committee meetings and Board- and committee-related activities. The non-employee Chairman of the Board is also provided with access to and use of an office and related services in the Company’s offices and cellular phone service and, provided with, or reimbursed for the costs of, health benefits comparable to those provided to senior executive officers of the Company.