Websense Board of Directors 2007 Meeting Fee Schedule
This document outlines the 2007 meeting fee structure for members of the Websense Board of Directors. It specifies the compensation paid to board members and committee members for attending meetings in person or by phone, with different rates for chairpersons and regular members. The schedule also details additional fees for participation in various committees and special projects. The agreement clarifies how fees are calculated for different scenarios, ensuring transparency in director compensation for board and committee service.
Exhibit 10.19
Websense Board of Directors January 23, 2007
2007 Meeting Fees
|
|
|
|
| Meeting |
| In Person |
| Telephonic |
| ||
| Base Fee |
| (O) |
| Board of Directors - Chairman |
| $ | 5,000 |
| $ | 1,500 |
|
|
|
| (A) |
| Board of Directors - Member |
| $ | 3,000 |
| $ | 1,000 |
|
| Additional Fees |
| (B) |
| Audit Committee Chairman |
| $ | 3,500 |
| $ | 2,000 |
|
|
|
| (C) |
| Audit Committee (non-chairman) |
| $ | 1,500 |
| $ | 1,000 |
|
|
|
| (D) |
| Compensation Committee Chairman |
| $ | 2,000 |
| $ | 1,000 |
|
|
|
| (E) |
| Compensation Committee (non-chairman) |
| $ | 1,000 |
| $ | 500 |
|
|
|
| (F) |
| Nominating and Governance Committee Chairman |
| $ | 1,000 |
| $ | 500 |
|
|
|
| (G) |
| Nominating and Governance Committee (non-chairman) |
| $ | — |
| $ | — |
|
|
|
| (H) |
| Special project ad hoc committees |
| $ | 500 |
| — |
| |
|
|
| (I) |
| Chairman of the Board attending any committee meeting |
| $ | 1,000 |
| $ | 1,000 |
|
Examples:
Qtr. Board Meeting with each Committee meeting being held in person.
Chairman of the Board = O + (I x 3) = $5,000 + ($1,000 x 3) = $8,000
Chair of Audit Committee = A + B = $3,000 + $3,500 = $6,500
Chair of Comp Committee = A + D = $3,000 + $2,000 = $5,000
Audit Committee Member = A + C = $3,000 + $1,500 = $4,500
Comp Committee Member = A + E = $3,000 + $1,000 = $4,000
Governance & Nominating Committee consists of same members as Audit Committee.
Chair of Governance & Nominating Committee = A + F = $3,000 + $1,000 = $4,000
Telephonic Meetings for Corporate Board issues; Audit Committee issues; Compensation Committee issues; or Governance/Nominating issues.
Phone Board Meeting - Chairman of the Board = $1,500
Phone Board Meeting pays all Directors for the meeting A = $1,000 If additional Committee meetings are held, at this time, add additional “Via Phone” fees for each type meeting.
Phone Audit Committee Meeting ONLY pays the Audit Comm Chairman = B = $2,000 and pays Committee members C only = $1,000
Phone Compensation Committee Meeting ONLY pays the Comp Comm Chairman = D = $1,000, and pays Committee members E only = $500
Phone Governance & Nominating Committee Meeting ONLY pays the Comm Chairman = F = $500, and does not pay the Committee members
Phone Committee Meeting (Any Committee) - Chairman of the Board = $1,000
