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Exhibit 10.40
S ELECTICA , I NC .
C OMPENSATION P ROGRAM FOR N ON -E MPLOYEE D IRECTORS
E FFECTIVE J ANUARY 2, 2009
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1.
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Board
retainer : $20,000 per
year, paid in quarterly installments.
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2.
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Committee
chair retainer : $10,000
per year ($20,000 per year for the Audit Committee chair), paid in
quarterly installments. This includes the chair of a special
committee.
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3.
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Committee
member retainer (other than chair) : $5,000 per year, paid in quarterly
installments. Only the first committee membership counts for this
purpose. Special committees are treated like the standing
committees (Audit, Compensation and Nominating).
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(a)
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$1,000 for each
meeting of the full Board attended in person.
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(b)
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$500 for each
meeting of the full Board attended by telephone.
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(c)
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$1,000 for each
meeting of a special committee attended in person.
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(d)
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$500 for each
meeting of a special committee attended by telephone.
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(e)
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No additional
compensation for meetings of standing committees.
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Meeting fees are paid quarterly,
with retainers.
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1.
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Triennial
stock option grants: Options to purchase 100,000 shares
. The options become exercisable in
equal installments on the first three anniversaries of the grant,
with immediate full vesting in the event of a change in control.
The options will be granted by the Compensation Committee under the
1999 Equity Incentive Plan (the “
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