VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Other EventsItem 8.01 Other Events.
Fourth Amended and Restated Director Compensation Policy
On December5, 2017, the Board of Directors of Virtusa Corporation (the “Company”) approved, at the recommendation of the Compensation Committee of the Board, a Fourth Amended and Restated Director Compensation Policy (the “Policy”), a copy of which is filed herewith as Exhibit10.1 and incorporated by reference herein. Under the Policy, the Company’s non-employee directors will be compensated for service on the Board as follows:
Equity Grants
Each of the Company’s non-employee directors will receive an annual equity grant following the annual meeting of stockholders of $140,000 worth of the Company’s common stock in the form of restricted stock units (or restricted stock awards or other similar equity award instrument as agreed to by the compensation committee). The restricted stock units will vest in three equal installments annually at a rate of 33.333%, with the first installment vesting on the next September1 following the annual meeting of stockholders, with vesting at 33.333% each one year anniversary thereafter. The annual restricted stock unit award granted to a non-employee director under the non-employee director compensation policy will be made at the board of directors’ meeting immediately following our annual meeting of stockholders. The vesting of all of the equity awards granted to our non-employee directors will also accelerate by 12months in the event of a change in control. The fair market value of the annual equity grant will be based on the market close price of the Company’s common stock at the time of grant.
In addition, we will make a one-time, initial restricted stock unit award of $50,000 (with the number of shares or units determined by dividing $50,000 by the fair market value of the closing price of our common shares on the date of grant) to any new non-employee director (who was not previously a director) who joins the board of directors. These shares will vest over three years in three equal installments annually at a rate of 33.333%, with the first vesting date on the anniversary of the first day of the third month of the quarter following the director’s joindate.
Cash Retainers
Each of the Company’s non-employee directors will also annually receive $60,000 for general availability and participation in meetings and conference calls of the Board, payable quarterly. In addition, the chairpersons of our audit, compensation nominating and corporate governance and finance committees receive an annual fee of $22,000, $15,000, $10,000 and $10,000, respectively. We will also pay our lead director an annual fee of $30,000. All cash payments will be made on a quarterly basis.
Item 8.01. Financial Statements and Exhibits
(d) Exhibits
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10.1 |
Fourth Amended and Restated Director Compensation Policy |