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SUMMARY SHEET
OF
2009 COMPENSATION
The compensation
program for our non-employee directors currently consists of a
combination of cash and equity-based awards. The cash component
includes an annual retainer of $50,000 (one-half of which is
subject to mandatory deferral in the form of deferred share units
as described below) and an additional fee of $1,500 for each Board
and committee meeting attended. In addition, our non-executive
Chairman of the Board receives an annual cash retainer of $30,000
and committee chairs receive an annual cash fee of $7,500. At the
end of each calendar quarter, non-employee directors are paid
one-fourth of their annual retainers and committee chair annual
fees and fees for attending Board and committee meetings held
during the quarter.
Each non-employee
director also receives 500 deferred share units
(“DSUs”) as of the date of each annual meeting of
stockholders. The value of each DSU is equal to the value of a
share of our common stock. The DSUs are immediately vested and
subject to mandatory deferral until the director’s retirement
or other termination of service from the Board. Continuing
non-employee directors (including directors who are elected or
re-elected) also receive restricted stock units
(“RSUs”) as of the date of each annual meeting of
stockholders with an initial value, based on the price of our
common stock on the date of grant, equal to $100,000. The RSUs are
immediately vested and subject to mandatory deferral until the
later of (1) the director’s retirement or other
termination of service from the Board or (2) the date that is
three years after the grant date. Both the DSUs and the RSUs are
settled in shares of our common stock.
The terms and
conditions of the RSU grants, as well as other equity-based awards
that non-employee directors are eligible to receive, are set forth
in the Stock Plan for Non-Employee Directors. Copies of this plan,
amendments to this plan and the form of RSU award agreement are
filed as exhibits to our periodic reports.
The terms and
conditions of the DSU grants are set forth in our Restated Deferred
Compensation Plan for Non-Employee Directors. Pursuant to this
plan, we require that 50% of a director’s annual retainer for
Board service be deferred and credited to a deferred compensation
account in the form of DSUs, the value of which account is
determined by the value of our common stock, until the director
owns a total of 5,000 DSUs. A copy of this plan and am
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