In Person Attendance
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
