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This excerpt taken from the NAVI DEF 14A filed Oct 30, 2009. DIRECTOR
COMPENSATION FOR FISCAL 2009
On August 10, 2007, based upon the recommendation of the
GNC Committee, the Board of Directors adopted the NaviSite,
Inc., Amended and Restated Director Compensation Plan (the
“Plan”). The Plan
provides that each independent director and the chairman of the
Board shall be paid an annual fee of $36,000. In addition, the
Plan provides that the chairman of the GNC Committee and the
chairman of the Audit Committee shall each receive an additional
annual fee of $15,000. Each member of the GNC Committee and the
Audit Committee (other than the chair of each such committee)
shall receive an additional annual fee of $7,500, and the
chairman of the Board shall receive an additional annual fee of
$15,000. All annual fees shall be payable in quarterly
installments. The Plan also provides that, upon initial election
to the Board, each independent director and the chairman of the
Board shall receive an initial grant of 31,500 shares of
restricted Common Stock. The shares subject to the initial grant
shall vest monthly over a period of 36 months. Upon
re-election to the Board, each independent director and the
chairman of the Board shall receive a grant of
15,750 shares of restricted Common Stock. The members of
the Audit Committee and the GNC Committee, and the committee
chairs, will not receive any additional shares of restricted
Common Stock as a result of their membership on such committees
or position as a chair of such committee. The shares of
restricted Common Stock subject to the annual grant shall vest
monthly over a period of 12 months. Upon a change in
control of NaviSite, the shares subject to the initial grant and
the annual grant shall become fully vested.
During fiscal 2009 Mr. Becker was not paid for his service
on the Board of Directors. In accordance with the Plan, upon
re-election to the Board, each of Messrs. Ruhan (chairman),
Evans, Dennedy and Schwartz received a grant of
15,750 shares of restricted Common Stock on
December 11, 2008. The shares of restricted stock vest
monthly over a period of 12 months. In addition, under the
Plan, we paid (i) Mr. Dennedy $58,500 for his service
as an independent director, chairman of the Audit Committee and
as a member of the GNC Committee, (ii) Mr. Evans
$51,000 for his service as an independent director, a member of
the Audit Committee and a member of the GNC Committee,
(iii) Mr. Schwartz $58,500 as an independent director,
chairman of the GNC Committee and member of the Audit Committee
and (iv) Mr. Ruhan $51,000 as chairman of the Board.
Messrs. Schwartz, Dennedy and Evans also served on a
special committee in fiscal 2009 in which they evaluated
possible transactions for us. Mr. Schwartz received $6,000
as chairman of this committee in fiscal 2009, and
Messrs. Dennedy and Evans each received $4,500 for their
service on this committee in fiscal 2009.
We do not, apart from the arrangements discussed above, pay any
cash compensation to members of our Board of Directors for their
services as members of the Board, although directors are
reimbursed for their reasonable travel expenses incurred in
connection with attending Board and committee meetings.
Directors who are also our officers or employees are eligible to
participate in the Amended and Restated 2003 Stock Incentive
Plan.
Each member of the Board of Directors has entered into an
indemnification agreement with us pursuant to which they will be
indemnified by us, subject to certain limitations, for any
liabilities incurred by them in connection with their role as
our directors.
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