Summary of Pixelworks Non-Employee Director Compensation

by Pixelworks
March 4th, 2015


Exhibit 10.9

Summary of Pixelworks Non-Employee Director Compensation
Applicable Period
January 1, 2014 - December 31, 2014
January 1, 2015 - December 31, 2015
General Board Service - Cash
Annual Retainer: $27,000
Annual Retainer: $33,000
General Board Service - Equity
Initial grant upon election or appointment: 10,000 stock options with a six year term vesting 25% on the first anniversary of the grant date, and ratably on a monthly basis thereafter for the next three years, subject to acceleration on change of control

Annual grant at annual meeting of shareholders: 8,000 RSUs vesting on first to occur of (1) the day before the next annual meeting of the Company’s shareholders that follows the grant date, or (2) the first anniversary of the grant date, subject to acceleration on change of control
Initial grant upon election or appointment: $47,000 fair value in stock options (based on Black-Scholes valuation assumptions consistent with the Company’s financial reporting obligations and 30-day average stock price) with a six year term vesting 25% on the first anniversary of the grant date, and ratably on a monthly basis thereafter for the next three years, subject to acceleration on change of control

Annual grant at annual meeting of shareholders: $31,000 fair value in RSUs (based on 30-day average stock price) vesting on first to occur of (1) the day before the next annual meeting of the Company’s shareholders that follows the grant date, or (2) the first anniversary of the grant date, subject to acceleration on change of control
Committee Member Service - Additional Annual Fees
Committee member annual fees:

Audit: $8,000 (paid quarterly)

Comp: $5,000 (paid quarterly)

Corp Gov/Nom: $3,000 (paid quarterly)

Office of the Chair: $60,000 in RSUs granted on reappointment to the committee, vesting on the first to occur of (1) the day before the next annual meeting of the Company's shareholders that follows the grant date or (2) the first anniversary of the grant date, subject to acceleration on change of control
Committee member annual fees:

Audit: $8,000 (paid quarterly)

Comp: $5,000 (paid quarterly)

Corp Gov/Nom: $3,000 (paid quarterly)

Office of the Chair: no additional compensation
Committee Chair Service - Additional Annual Fees
Committee Chair fees:

Audit: $16,000 (paid quarterly)

Comp: $10,000 (paid quarterly)

Corp Gov/Nom: $6,000 (paid quarterly)

Office of the Chair: No additional compensation
Committee Chair fees:

Audit: $19,000 (paid quarterly)

Comp: $10,000 (paid quarterly)

Corp Gov/Nom: $6,000 (paid quarterly)

Office of the Chair: No additional compensation
Chairman of the Board
Additional annual retainer: $35,000
Additional annual retainer: $25,000