Director Compensation Plan Sample Contracts

2019 Director Compensation Plan (November 7th, 2018)
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Effective October 1, 2018 (October 11th, 2018)
Quality Systems, Inc. – Quality Systems, Inc. FY 2019 Director Compensation Plan (August 16th, 2018)
Texas Instruments 2018 Director Compensation Plan (August 2nd, 2018)
Minerva Neurosciences, Inc. – Amended and Restated Non-Employee Director Compensation Plan (August 2nd, 2018)

Effective as of April 1, 2018, each non-employee member of the board of directors (the "Board") of Minerva Neurosciences, Inc. (the "Company") will receive an annual cash retainer of $35,000, the Lead Independent Director will receive an additional cash retainer of $10,000, and the Non-Employee Chairman of the Board will receive an additional annual cash retainer of $50,000. The chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive additional annual cash retainers of $15,000, $12,000 and $8,000, respectively. Other members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive additional annual cash retainers of $7,500, $6,000 and $4,000, respectively. Each newly elected non-employee director will also receive a one-time grant of an option to purchase 40,000 shares of the Company's common stock promptly following election or appointment to the Board (the "Director

Keane Group, Inc. – Keane Group, Inc. Non-Employee Director Compensation Plan (August 1st, 2018)

This Keane Group, Inc. Non-Employee Director Compensation Plan (this "Plan") was adopted by the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Keane Group, Inc. (the "Company") on July 13, 2018, and became effective on July 13, 2018.

Vishay Precision Group, Inc. 2017 Non-Employee Director Compensation Plan (May 9th, 2018)
NORTHERN TRUST CORPORATION Non-Employee Director Compensation Plan (May 4th, 2018)

Purpose. This Non-Employee Director Compensation Plan (the "Plan") is adopted by the Board of Directors (the "Board") of Northern Trust Corporation (the "Corporation"). This Plan is adopted pursuant to the Northern Trust Corporation 2017 Long-Term Incentive Plan (the "2017 LTIP"). Capitalized terms defined in the 2017 LTIP that are used herein without being defined shall have the same meaning as set forth in the 2017 LTIP.

First Amendment to Roper Technologies, Inc. Director Compensation Plan (May 4th, 2018)
2018 Non-Employee Director Compensation Plan (May 2nd, 2018)
Red Hat, Inc. Non-Employee Director Compensation Plan (Effective January 1, 2018) (April 26th, 2018)
Qualcomm Incorporated Amended and Restated 2018 Director Compensation Plan (April 25th, 2018)
Casual Male Retail Group – Destination Xl Group, Inc. Third Amended and Restated Non-Employee Director Compensation Plan (March 23rd, 2018)
U.S. Auto Parts Network – 2017 Independent Director Compensation Plan (March 14th, 2018)

The compensation and benefits for service as a member of the Board of Directors is determined by our Board of Directors. Directors employed by us or one of our subsidiaries are not compensated for service on the Board or on any committee of the Board; however, we reimburse each of our directors for any out-of-pocket expenses in connection with attending meetings of our Board of Directors and committees of the Board of Directors. Each of our non-employee directors, other than Mr. Khazani, are entitled to a fee of $30,000 per year for his or her service as a director. Members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee each receive an additional $7,500, $5,000 and $2,500, respectively, per year for his or her service on such committee. The chairpersons of the Board, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee receive an additional $25,000, $14,500, $2,500, and $2,500,

Marcus Corporation – The Marcus Corporation Non-Employee Director Compensation Plan Effective February 21, 2018 (March 13th, 2018)

Vesting to occur upon the earlier of (i) 100% upon eligibility for normal retirement from the Board or disability (each as determined by the Company's Compensation Committee) or upon death; or (ii) 50% upon the second anniversary of the grant date while still serving on the Board and the remaining 50% upon the fourth anniversary of the grant date while still serving on the Board

Mohawk Industries, Inc. Non-Employee Director Compensation Plan (February 28th, 2018)
Donnelley Financial Solutions, Inc. – Donnelley Financial Solutions, Inc. Non-Employee Director Compensation Plan (February 28th, 2018)

Each director shall receive (A) an annual cash retainer (a "Cash Retainer") and (B) an annual equity retainer (an "Equity Retainer") to be paid in the form of a grant of Restricted Stock Units ("RSUs") each on the date of the Company's Annual Meeting of Stockholders, as described further below and pursuant to the Company's Performance Incentive Plan in effect on such date (the "Plan").

Sps Commerce, Inc. Non-Employee Director Compensation Plan (February 26th, 2018)

Director annual retainer: Annual retainer, payable in case, of $31,000 per director except for the chairperson who shall receive $45,000

McJunkin Red Man Holding Corporation Director Compensation Plan (February 16th, 2018)

This Director Compensation Plan (this "Plan") of McJunkin Red Man Holding Corporation, a Delaware corporation (the "Company"), summarizes the compensation for non-employee directors of the Company. The compensation that this Plan provides shall replace any prior compensation arrangements with non-employee directors prior to the effective date of this Plan. Any Participant's acceptance of compensation under this Plan shall be deemed as the Participant's acceptance of this Plan's modification to those prior arrangements.

CommScope Holding Company, Inc. – COMMSCOPE HOLDING COMPANY, Inc. Non-Employee DIRECTOR COMPENSATION PLAN (February 15th, 2018)
LANDMARK INFRASTRUCTURE PARTNERS GP LLC AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Effective as of January 25, 2018 (February 15th, 2018)

In consideration of the services provided by certain non-employee members of the Board of Directors (the "Board") of Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the "Company"), which is the general partner of Landmark Infrastructure Partners LP, a Delaware limited partnership (the "Partnership"), the Company maintains this Landmark Infrastructure Partners GP LLC Non-Employee Director Compensation Plan (this "Plan") to (1) attract and retain highly qualified individuals, whose efforts and judgment can contribute significantly to the success of the Company and the Partnership, to serve as non-employee members of the Board and (2) stimulate the active interest of these persons in the development and financial success of the Company and the Partnership by providing for ownership of common units in the Partnership by such persons.

NBCUniversal Media, LLC – COMCAST CORPORATION 2002 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (As Amended and Restated, Effective December 5, 2017) (January 31st, 2018)
Internet Capital Group, Inc. – ACTUA CORPORATION Fourth Amended and Restated Non-Management Director Compensation Plan (January 19th, 2018)

Effective as of January 1, 2018, the Board of Directors (Board) of Actua Corporation (the Company) hereby adopts this Fourth Amended and Restated Non-Management Director Compensation Plan (this Plan). This Plan amends and restates in its entirety the text of the Companys Third Amended and Restated Non-Management Director Compensation Plan, dated as of June 17, 2016.

Zynex Inc – Zynex, Inc Non-Employee Director Compensation Plan (January 11th, 2018)
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Effective January 1, 2018 (December 15th, 2017)
Mri Interventions, Inc. – Non-Employee Director Compensation Plan (December 14th, 2017)

This Non-Employee Director Compensation Plan (this "Plan") sets forth the compensation for non-employee members of the MRI Interventions, Inc. Board of Directors (the "Board"). This Plan applies only to non-employee members of the Board and is not applicable to employee members of the Board. This Plan will remain in effect until it is revised or rescinded by further action of the Board.

WEX Inc. Non-Employee Director Compensation Plan Effective October 1, 2017 Originally Adopted December 13, 2014 (November 8th, 2017)

The Company shall pay each non-employee board member the following annual cash retainer(s) based upon his or her service. All payments hereunder shall be made in equal quarterly amounts.

LSC Communications, Inc. – LSC Communications, Inc. Non-Employee Director Compensation Plan (November 2nd, 2017)

Each director shall receive (A) an annual cash retainer (a "Cash Retainer") and (B) an annual equity retainer (an "Equity Retainer") to be paid in the form of a grant of Restricted Stock Units ("RSUs") each on the date of the Company's Annual Meeting of Stockholders, as described further below and pursuant to the Company's Performance Incentive Plan in effect on such date (the "Plan").

Qualcomm Incorporated 2018 Director Compensation Plan (November 1st, 2017)
Quality Systems, Inc. – QSI FY 2018 Director Compensation Plan (August 23rd, 2017)

In addition to annual cash retainer compensation, each non-employee director is to be paid a $2,000 cash fee each Nominating & Governance Committee, Compensation Committee and Audit Committee meeting attended.

Potbelly Corp – Potbelly Corporation Director Compensation Plan (August 11th, 2017)

In accordance with the Potbelly Corporation 2013 Long-Term Incentive Plan (the Plan), each non-employee Director of Potbelly Corporation (the Company) and Potbelly Illinois, Inc. is eligible to receive compensation for services rendered. Each non-employee Director who is a member of the Board of Directors as of the Annual Meeting of the Stockholders (the Annual Meeting) is eligible to receive $135,000 in annual compensation. Additional retainers will be paid to the non-executive Chairman of the Board and certain Committee Chairs as described below.

Non-Employee Director Compensation Plan Effective September 21, 2016 Originally Adopted December 13, 2014 (August 9th, 2017)

The Company shall pay each non-employee board member the following annual cash retainer(s) based upon his or her service. All payments hereunder shall be made in equal quarterly amounts.

Health Insurance Innovations I – Health Insurance Innovations, Inc. Non-Employee Director Compensation Plan Effective Date: July 1, 2017 Adopted on June 14, 2017 (June 20th, 2017)

Note: Quarterly retainer payments will be paid on or around the last business day of each calendar quarter in arrears, pro-rated in the case of service for a particular calendar quarter. Committee Chair cash retainers are in lieu of Committee participation retainers and not in addition thereto.

Orion Energy Systems – Orion Energy Systems, Inc. Non-Employee Director Compensation Plan (June 13th, 2017)
Contango Oil & Gas Company – CONTANGO OIL & GAS COMPANY Director Compensation Plan (Effective 5/11/17) (May 10th, 2017)

Each Director is required to maintain ownership of at least fifty percent (50%) of the equity granted within the last three calendar years for service on the Board. The Compensation Committee is expected to confirm compliance annually.