Exhibit 10.38
BASIN WATER, INC.
SECOND AMENDED AND
RESTATED
DIRECTOR COMPENSATION
POLICY
Non-employee members of the board of
directors (the “ Board ”) of Basin Water, Inc.
(the “ Company ”) shall be eligible to receive
cash and equity compensation effective as of May 6, 2008 (the
“ Effective Date ”) as set forth in this Amended
and Restated Director Compensation Policy (“ Director
Compensation Policy ”). The cash compensation and equity
awards described in this Director Compensation Policy shall be paid
or be made, as applicable, automatically and without further action
of the Board, to each non-employee director who may be eligible to
receive such cash compensation or equity awards unless such
non-employee director declines the receipt of such cash
compensation or equity awards by notice to the Company. This
Director Compensation Policy shall remain in effect until it is
revised or rescinded by further action of the Board.
1. Cash Compensation
.
(a) Non-Executive Chairman of the
Board Retainer . The Chairman of the Board who shall not be an
executive officer or employee of the Company (the “
Chairman of the Board ”) shall be eligible to receive
an annual retainer for service on the Board as determined by the
Board from time to time.
(b) General Board Retainer .
Each non-employee director other than the Chairman of the Board
shall be eligible to receive an annual retainer of $24,000 for
service on the Board.
(c) Audit Committee Chair
Retainer . Each non-employee director who serves as chair of
the Audit Committee of the Board shall be eligible to receive an
additional annual retainer of $7,500 for such service.
(d) Compensation Committee Chair
Retainer . Each non-employee director who serves as chair of
the Compensation Committee of the Board shall be eligible to
receive an additional annual retainer of $5,000 for such
service.
(e) Nominating and Governance
Committee Chair Retainer . Each non-employee director who
serves as chair of the Nominating and Governance Committee of the
Board shall be eligible to receive an additional annual retainer of
$5,000 for such service.
(f) Meeting Stipends . Each
non-employee director, including the Chairman of the Board, shall
be eligible to receive an additional stipend of $2,000 for each
Board meeting attended in-person or $1,000 for each Board meeting
attended by telephone ($1,500 if such telephonic meeting lasts more
than three hours). Each non-employee director other than the
Chairman of the Board (to the extent that the Chairman of the Board
is not a member of any committees) shall be eligible to receive an
additional stipend of $1,250 for each committee meeting attended in
person or $750 for each committee meeting attended by telephone
($1,000 if such telephonic meeting lasts more than three hours).
Non-employee directors shall not be eligible for any stipend for
attending meetings of committees of which they are not members,
unless attendance at such meeting is otherwise requested by the
Company, the chair of the Committee or the Chairman of the
Board.
(g) Special Projects . Each
non-employee director working on special projects that are approved
by the Board shall be eligible to receive an additional stipend of
$1,000 per day for such services.
(h) Expense Reimbursements .
The Company shall reimburse non-employee directors for reasonable
expenses incurred to attend meetings of the Board or its
committees.
(i) Travel Allowance and
Expenses . Non-employee directors shall be paid $500 for each
day of travel ($750 if the travel time exceeds 3 hours) in
connection with attendance at a Board or committee meeting. Any
travel expenses shall be reimbursed in accordance with the
Company’s standard travel policy.
2. Equity Compensation . The
stock options described below shall be granted under and shall be
subject to the terms and provisions of the Company’s 2006
Equity Incentiv
