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Exhibit 10.1
Red Hat, Inc.
2010 Non-Employee Director
Compensation Plan
Adopted September 22,
2009
(Effective January 1,
2010)
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Cash Compensation
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Basic
Retainer:
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Each
non-employee 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
non-employee 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 non-employee director member of a standing
committee, in addition to the Basic Retainer, shall receive an
annual cash retainer of:
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Audit Committee Members: $20,000
Compensation Committee Members:
$15,000
Nominating Committee Members:
$7,500
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Committee
Chair Retainer:
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Each
non-employee 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:
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Audit Committee Chair: $40,000
Compensation Committee Chair: $30,000
Nominating Committee Chair:
$15,000
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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 accrued 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
non-employee director may elect, prior to the beginning of the
calendar year (or otherwise as determined by the General Counsel),
to receive all or a port
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