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Nonemployee Director Compensation Policy - Concur Technologies Inc.

Concur Technologies, Inc.

Amended and Restated Non-Employee Director Compensation Policy


Effective as of March 15, 2011, the compensation for the existing outside members of the Board of Directors ("Board") of Concur Technologies, Inc. ("Concur"), and each new outside Board member who joins the Board after March 15, 2011, shall be an annual cash payment and an annual stock grant equal to the following:


Annual Cash Payment

Annual Stock Grant

Lead Independent Director



4,500 restricted stock units

Chairman of the Audit Committee



4,300 restricted stock units

Chairman of the Compensation Committee



4,200 restricted stock units

Chairman of the Nominating & Corporate Governance Committee



3,900 restricted stock units


The annual cash payment and stock grant described above will be made as of March 15 of each year as consideration for Board and committee services during the prior 12-month period, and will apply only if the applicable Board member served continuously on the Board for the prior 12-month period. However, for members joining the Board during a given 12-month period, the first annual cash payment and stock grant will be pro rated from the commencement date to the next March 15. The stock granted will be in the form of restricted stock units, and will vest over 4 years with 25% vested on each anniversary of the grant, subject to the terms of the 2007 Equity Incentive Plan and the then-current executive form of restricted stock unit award documentation.


Outside Board members will receive no other compensation for services on the Board or any committee of the Board, provided that all Board members shall be reimbursed for their reasonable travel expenses in attending Board and committee meetings.


Board members who are employees of Concur will receive compensation as approved by the Board or the Compensation Committee of the Board, and will not receive compensation under this policy.

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