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Exhibit
10.42
Red Hat,
Inc.
2008 Independent Director
Compensation Plan
(Effective April 22,
2008)
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Cash Compensation
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| Basic
Retainer: |
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Each
independent director of the Board of Directors shall receive an
annual cash retainer of $50,000. |
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| Lead Director Retainer: |
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The
independent director who serves as Lead Director, in addition to
the Basic Retainer, shall receive an annual cash retainer of
$30,000. |
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Committee Member
Retainer: |
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Except as provided below, each
independent director member of a standing committee shall receive
an annual cash retainer of:
Audit Committee Members:
$15,000
Compensation Committee Members:
$10,000
Nominating Committee Members:
$5,000
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Committee
Chair
Retainer: |
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Each independent director member (other
than the Lead Director) of a standing committee who serves as the
chair of a committee, in lieu of the Committee Member Retainer
(described above), shall receive an annual cash retainer
of:
Audit Committee Chair:
$30,000
Compensation Committee Chair:
$20,000
Nominating Committee Chair:
$10,000
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Should the
Lead Director also serve as a Committee Chair, said individual
shall receive the Committee Member Retainer and not the Committee
Chair Retainer for the committee on which such individual serves as
chair. |
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Payment
of Cash
Compensation: |
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All cash
compensation shall be paid in equal quarterly amounts on February
15, May 15, August 15 and November 15. |
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Deferred
Stock Units in
Lieu of Cash: |
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Each
independent director may elect, prior to the beginning of the
calendar year, to receive all or a portion of any cash retainer
payment in deferred stock units (“DSUs”) pursuant to
the Corporation’s 2004 Long-Term Incentive Plan, as amended.
The number of DSUs to be received is determined by dividing the
portion of the cash compe |
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