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Exhibit 10.1
Summary of Non-Employee Director Compensation
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The following is a summary of the compensation of non-employee
directors of the Board of Directors (the "Board") of NetScout
Systems, Inc. (the
"Company"):
Non-employee directors receive an annual retainer of $15,000 for
their
service on the Board of Directors and receive an annual retainer
for service on
committees of the Board of Directors, on which they serve, of
$8,000 for service
on the Audit Committee, $6,000 for service on the Compensation
Committee and
$4,000 for service on the Nominating and Corporate Governance
Committee. In
addition, the chairman of the Audit Committee receives an annual
payment of
$10,000 and each chairman of the Compensation Committee and the
Nominating and
Corporate Governance Committee receives an annual payment of
$6,000. The person
serving as Lead Director of the Board of Directors receives an
annual payment of
$6,000. Finally, each non-employee director receives $1,500 for
each regular
meeting of the Board of Directors attended and are reimbursed for
their
reasonable out-of-pocket expenses incurred in attending meetings of
the Board or
of any committee thereof. In the event that any other committees
are created
during the year, the Board shall determine the compensation payable
with respect
to service in such committees, if any.
Immediately after each Annual Meeting of Stockholders, each
director
receives an award of restricted stock units ("RS
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