Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - DIGITAL RIVER INC /DE | c63608e8vk.htm |
| EX-99.4 - EX-99.4 - DIGITAL RIVER INC /DE | c63608exv99w4.htm |
| EX-99.1 - EX-99.1 - DIGITAL RIVER INC /DE | c63608exv99w1.htm |
| EX-99.2 - EX-99.2 - DIGITAL RIVER INC /DE | c63608exv99w2.htm |
Exhibit 99.3
Summary of Compensation Program for Digital River, Inc. Non-Employee Directors
Under the program, non-employee directors will continue to receive cash and equity incentive
compensation for their services on the Board of Directors and the Committees of the Board of
Directors of Digital River, Inc. (the “Company”).
Cash Compensation: Each non-employee director receives $2,500 for each regular meeting of the
Board that such director attends in person. If the attendance is by telephone, the compensation
amount will be decreased to $1,000. Each non-employee director receives cash compensation in the
amount of $1,000 for telephonic special meetings of the Board (meetings other than regularly
scheduled quarterly meetings), and each committee member receives $1,000 for attending special
telephonic meetings of their respective committees. In addition, each non-employee director
receives an annual retainer in the amount of $15,000, payable quarterly.
Equity Incentive Compensation: Each non-employee director receives an annual restricted stock
grant of 5,000 shares of the Company’s common stock, which vests annually, one-third per year, over
a three-year period. In addition to the aforementioned restricted stock grants, the chairmen of the
Compensation, Nominating and Governance, and Finance Committees, each receives an additional annual
restricted stock grant of 1,000 shares; the chairman of the Audit Committee receives an additional
annual restricted stock of 2,000 shares; members of the Audit Committee (other than the chairman)
each receives an annual restricted stock grant of 1,000 shares; and the Board’s Lead Director
receives an annual restricted stock grant of 1,500 shares. All of these restricted stock grants
vest annually, one-third per year, over a three year period. No other options or equity awards will
be granted to the Company’s non-employee directors.
The Board will annually evaluate and consider whether to maintain or modify the compensation
program for the non-employee directors.