Exhibit 10.1
NaviSite, Inc.
Second Amended and Restated Director Compensation Plan
This Second Amended and Restated Director Compensation Plan (the “
Plan”) sets forth
the terms and conditions regarding the compensation of the non-employee directors of the Board of
Directors (the “
Board”) of NaviSite, Inc. (the “
Company”). All of the directors on
the Board of
the Company receive reimbursement of expenses incurred with respect to attendance at
meetings of the Board and meetings of the committees thereof.
1. Each non-employee director shall be paid an annual fee of $36,000. The chairman of the
Board’s Governance, Nominating and Compensation Committee (the “GNC Committee”) and the
chairman of the Board’s Audit Committee (the “Audit Committee”) (collectively, the
“Committee Chairs”) shall each receive an additional annual fee of $15,000. Each member of
the GNC Committee and the Audit Committee (other than the Committee Chairs) shall receive an
additional annual fee of $7,500, and the Chairman of the Board shall receive an additional annual
fee of $15,000. All annual fees shall be payable in quarterly installments.
2. Upon initial election to the Board, each non-employee director shall receive an initial
grant of 31,500 shares of restricted common stock (the “Initial Grant”). The shares subject
to the Initial Grant shall vest monthly over a period of thirty-six months.
3. Upon re-election to the Board, each non-employee director shall receive a grant of
15,750 shares of restricted common stock (the “Annual Grant”). The members of the Audit
Committee and the GNC Committee, and the Committee Chairs, will not receive any additional shares
of restricted common stock as a result of their membership on such committees or position as
Committee Chairs. The shares of restricted common stock subject to the Annual Grant shall vest
monthly over a period of twelve months.
4. The shares of restricted common stock subject to the Initial Grant and the Annual Grant
shall be subject to a separate restricted stock agreement between the recipient and
the Company,
which agreement shall provide that upon a change in control of
the Company the shares subject to
the Initial Grant and the Annual Grant shall become fully vested.
5. The Board may, at any time, amend or terminate this Plan.
