50 of the Top 250 law firms use our Products every day
Exhibit 10.2
ACTIVIDENTITY
CORP.
NON-EMPLOYEE DIRECTORS’
EQUITY COMPENSATION PROGRAM
I.
INTRODUCTION
The Actividentity Corp. Non-Employee
Directors’ Equity Compensation Program (the
“Program”), effective January 1, 2009, is
established pursuant to the 2004 Equity Incentive Plan of
Actividentity Corp. (the “Plan”) and permits a Director
who is not an employee of the Company (a “Non-Employee
Director”) to elect to receive some or all of his or her cash
retainer and meeting fees (“Fees”) from the Company in
the form of Options pursuant to Section 11.2 of the Plan
and/or Stock Awards pursuant to Section 8.2 of the Plan.
Capitalized terms not otherwise defined herein shall have the same
meaning as defined in the Plan.
II.
ADMINISTRATION
The Program shall be administered by
the Board of Directors of the Company (the
“Board”). The Board shall have complete
discretion and authority with respect to the Program and its
application, except as expressly limited by the Program.
III.
ELIGIBILITY
All Non-Employee Directors are
eligible to participate in the Program.
IV.
CONVERSION OF FEES
A.
Election
. A
Non-Employee Director may elect in advance to receive some or all
of his or her Fees from the Company in the form of Options pursuant
to Section 11.2 of the Plan and/or Stock Awards pursuant to
Section 8.2 of the Plan. To make such an election, the
Non-Employee Director must execute and deliver to the
Company’s Chief Financial Officer an election form specifying
the percentage of his or her Fees he or she wishes to receive in
the form of Options and/or Stock Awards. Except with respect
to a newly elected or appointed
Non-Employee Director, any
election under this paragraph shall apply only to Fees that are
earned with respect to services to be performed beginning on or
after the start of the next calendar year after such receipt and
acceptance. A newly elected or appointed Non-Employee
Director, may, within 30 days of becoming a Non-Employee Director,
file an election which shall apply only to Fees that are earned
with respect to services to be performed subsequent to the
election. An election shall remain in effect from year to
year, until a new election becomes effective with respect to Fees
payable in the next calendar year. A Non-Employee Director
may revoke his or her election with respect to Fees that are
payable for services to be performed in the calendar year beginning
after receipt and acceptance by the Company’s Chief Financial
Officer of his or her written revocation.
B.
Options
. To the
extent a Non-Employee Director’s Fees are payable in the form
of Options, such grants shall be made pursuant to the provisions of
Section 11.2 of the Plan.
C.
Stock
Awards . The Company shall
maintain a deferred account (“Account”) for each
Non-Employee Director who has elected to receive all or a portion
of his or her Fees in the form of Stock Awards. As of the
last trading day of each calendar quarter, a Non-Employee
Director’s Account shall be credited with a number of whole
and fractional stock units determined by dividing the Fees subject
to the Stock Award election for the calendar quarter by the Fair
Market Value of a Share on such date, provided such Non-Employee
Director remains on the Board on such date.
D.
Dividend
Equivalent Amounts . Whenever dividends
(other than dividends payable only in Shares) are paid by the
Company, each Account shall be credited with a n
|
