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EXHIBIT 10.1
GeoGlobal Resources
Inc.
Independent Director Compensation
Policy
Under the
listing requirements of the securities exchanges on which the
securities of this Company are traded a majority of the Board of
Directors are required to be persons meeting the requirements of
the exchange to act as “Independent
Directors”. Due to the commitment assumed by these
Directors in discharging these duties it is appropriate that they
be compensated. The following sets forth the policy of the Company
in compensating these Directors.
“Independent Director” is defined as
a person who meets the qualification requirements of Section 803 A
(2) of the NYSE AMEX Company Guide. See
Footnote.
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For service on
our Board of Directors and related committees, each Independent
Director will receive an annual retainer of $24,000 US Dollars,
payable in equal monthly installments.
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The Chairperson
of the Audit Committee of the Board of Directors will receive an
additional annual retainer of $6,000 US Dollars, payable in
equal monthly installments.
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Each
Independent Director will be reimbursed for reasonable
out-of-pocket expenses in attending meetings.
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Additional
compensation may be paid to Independent Directors in connection
with additional or special committee service over and above the
standard requirements of the Board, as determined by our
Compensation Committee and approved by the Board of
Directors.
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Independent
Directors are entitled to the grant of options under Article Five
– Automatic Option Grant Program under the Company’s
2008 Stock Incentive Program and are entitled to participate in
each of the other equity programs of the 2008 Stock Incentive Plan
subject to the respective terms of those programs
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Our policy is
not to pay additional compensation for services on our Board and
related committees to Directors who are also our employees or full
time consultants.
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This
Independent Director Compensation Policy shall become effective as
of the date of its adoption and all compensation policies set forth
herein shall become effective and become payable commencing as of
that date and any annual retainers and other compensation payments
payable on an annual calendar year basis shall be pro-rated for the
first year following the adoption of this Policy. All
persons who become Directors mid-way during a calendar year who
become entitled to receive compensation hereunder on an annual
calendar year basis shall have their compensation pro-rated for the
first calendar year of their election. Persons who cease
to be Independent Directors mid-way during a calendar year shall
cease to be entitled to receive payments of the annual retainers
hereunder as of the date they cease to hold the position of
Independent Director.
Compensation of
Independent Directors is subject to change follo
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