Exhibit 10.21
SMART ONLINE, INC.
REVISED BOARD COMPENSATION
POLICY
(Effective April 1,
2009)
1.
Introduction . Smart Online, Inc. (the
“Company”) will compensate non-management directors
through the payment of Board retainers based on election of the
Board in consideration of the services provided by such directors
and in recognition of their responsibilities to the company and
potential liabilities associated therewith. Management directors
are not entitled to receive any directors’ compensation
outlined in this policy.
2.
Board Member Fees . Each non-management member of the Board
of Directors not serving as Chairman of the Board shall be entitled
to monetary and equity compensation in following
amounts:
A.
Monetary Compensation .
(1) Each
such director shall be paid a fee of $1,500 per month, due and
payable by the fifteenth (15 th )
day of the same month in which services are rendered.
(2) Additional
monetary compensation may be awarded at the Chairman of the
Board’s discretion for any director incurring overnight
travel to attend Board meetings or other functions for the benefit
of the Company.
B.
Equity Compensation . Each such director shall, at the sole
discretion of the director, be awarded pursuant to the
Company’s 2004 Equity Compensation Plan either:
(1) Upon
such director’s appointment or election to the Board, a
non-statutory stock option grant representing 40,000 shares of the
Company’s common stock, having an exercise price equal to the
fair market value of the Company’s common stock on the date
of grant. In addition, at the time of the annual meeting of the
Company’s stockholders, each such non-management member of
the Board who is re-elected to the Board, and who has been serving
on the Board for at least six months prior to the date of the
annual meeting, shall be granted an additional non-statutory stock
option grant representing 40,000 shares of the Company’s
common stock, having an exercise price equal to the fair market
value of the Company’s common stock on the date of grant. All
options granted under this Section 2.B.(1) shall vest either (a)
quarterly over a year’s time, or (b) in full on the one-year
anniversary of the award but in either case, subject to the
requirement that the grantee is a member of the Board of Directors
on the applicable vesting date; or
(2) Upon
such director’s appointment or election to the Board, an
award of 20,000 shares of restricted common stock of the Company,
valued at the fair market value of the Company&r
