Vitria Technology, Inc. Non-Employee Director Compensation Policy (Effective June 21, 2005)
This policy outlines the compensation for non-employee directors of Vitria Technology, Inc. Non-employee directors receive a quarterly cash retainer of $8,000, with an additional $2,500 per quarter for those serving as committee chairpersons. Each year, eligible directors are granted stock options to purchase 15,000 shares, provided they attend at least 75% of board and committee meetings, with options vesting over 36 months. Directors are also reimbursed for expenses related to attending meetings.
Exhibit 10.42
Vitria Technology, Inc.
Non-Employee Director Compensation Policy
Effective: June 21, 2005
Purpose
In order to recruit and retain qualified members for the Board of Directors of Vitria Technology, Inc. (the “Company”), the Board of Directors believes it is in the best interests of the Company and its stockholders to implement a program to compensate non-employee directors for their services.
Cash Retainer
Each non-employee director shall receive a quarterly cash retainer of eight thousand dollars ($8,000).
Each non-employee director serving as chairman of a committee of the Board of Directors shall receive a quarterly cash retainer of two thousand five hundred dollars ($2,500).
Equity Compensation
An annual grant of a stock option to purchase 15,000 shares of Vitria common stock to be granted on August 31 of each year beginning on August 31, 2005. The stock option grant is conditioned on the non-employee director attending at least 75% of the meetings of the Board of Directors and each committee on which such non-employee director serves during the prior calendar year. The stock option grant will vest in equal monthly installments over a period of 36 months.
Reimbursement of Expenses
All non-employee directors are reimbursed for expenses incurred in connection with attendance at Board of Director and committee meetings.
