This excerpt taken from the LIOX DEF 14A filed Apr 7, 2008.
NON-MANAGEMENT DIRECTOR COMPENSATION FOR FISCAL 2007
Under the terms of the Non-Employee Director Compensation Plan, as amended in 2007, upon joining the Board, non-employee directors holding less than 1% of the Companys Common Stock are granted an option to purchase 20,000 shares of the Companys Common Stock under Lionbridges 1998 Stock Plan or 2005 Stock Incentive Plan. In addition, the non-employee directors also receive an annual option grant to purchase 10,000 shares of Common Stock under Lionbridges 1998 Stock Plan or 2005 Stock Incentive Plan, and an annual retainer payable in cash and through a restricted stock unit (RSU) in the aggregate amount of $50,000. The option grants and the RSU each vest over two years from the date of grant at the rate of 50% on each anniversary of grant date. In addition, directors serving on the Audit Committee receive an annual retainer of $5,000. The chairman of each of the Audit Committee and the Nominating and Compensation Committee receives an annual cash retainer of $15,000 and $10,000, respectively. Effective in 2008, the Lead Director receives an annual retainer of $15,000. Each director is reimbursed for reasonable travel and other out-of-pocket expenses incurred in attending meetings of the Board of Directors or of any committee of the Board. Each Director may, at his option, defer all or a portion of his annual cash or equity retainer, and any committee retainer, in the Companys Deferred Compensation Plan for Independent Directors. To date, no director has deferred any such compensation.
In accordance with this director compensation policy, on May 21, 2007, each of Messrs. Blechschmidt, de Chazal, Goodman, Kavanagh and Sheer received an annual option grant, at an exercise price of $6.06 per share, which was equal to the fair market value of Common Stock on the date of grant.
The following table and notes present the compensation earned by directors in fiscal year 2007.