Skip to main content
Find a Lawyer

Nonemployee Director Compensation Policy – Concur Technologies Inc.

Concur Technologies, Inc.

Amended and Restated Non-Employee Director
Compensation Policy

1.

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:

Position

Annual Cash Payment

Annual Stock Grant

Lead Independent Director

$

100,000

4,500 restricted stock units

Chairman of the Audit Committee

$

95,000

4,300 restricted stock units

Chairman of the Compensation Committee

$

90,000

4,200 restricted stock units

Chairman of the Nominating & Corporate Governance Committee

$

85,000

3,900 restricted stock units

2.

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.

3.

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.

4.

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.

Was this helpful?

Copied to clipboard