Attached files
file | filename |
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10-Q - FORM 10-Q - ATHENAHEALTH INC | b87795e10vq.htm |
EX-31.1 - EX-31.1 - ATHENAHEALTH INC | b87795exv31w1.htm |
EX-10.2 - EX-10.2 - ATHENAHEALTH INC | b87795exv10w2.htm |
EX-32.1 - EX-32.1 - ATHENAHEALTH INC | b87795exv32w1.htm |
EX-31.2 - EX-31.2 - ATHENAHEALTH INC | b87795exv31w2.htm |
EX-10.3 - EX-10.3 - ATHENAHEALTH INC | b87795exv10w3.htm |
EXCEL - IDEA: XBRL DOCUMENT - ATHENAHEALTH INC | Financial_Report.xls |
Exhibit 10.1
ATHENAHEALTH, INC.
DIRECTOR COMPENSATION PLAN
(Effective July 1, 2011)
DIRECTOR COMPENSATION PLAN
(Effective July 1, 2011)
The athenahealth, Inc. (the Company) Director Compensation Plan (the Plan) applies to
non-employee directors. Non-employee directors shall receive the following compensation for
service on the Board of Directors:
Cash Compensation
Meeting Day Fees (1) | Meeting Fee | |||
In Person Board Meeting |
$ | 3,000 | ||
In Person Committee Meeting |
$ | 3,000 | ||
By Phone Board Meeting and Board Calls |
$ | 1,000 | ||
By Phone Committee Meeting |
$ | 1,000 | ||
Retainers (2) | Annual Retainer | |||
Lead Director |
$ | 10,000 | ||
Audit Committee Chair |
$ | 20,000 | ||
Compensation Committee Chair |
$ | 10,000 | ||
Litigation Committee Chair |
$ | 10,000 | ||
Nominating and Corporate Governance Committee Chair |
$ | 10,000 |
(1) | Meeting Day Fees are per day or partial day for each meeting attended in person or by phone and paid quarterly in arrears. | |
(2) | Retainers are payable quarterly in arrears and pro-rated for any partial period. |
Equity Compensation
Annual Grant
Annual equity grants shall be the equivalent in value to $150,000/year. The equity amount will be
determined by dividing $150,000 by the average stock price of the Company during the last 20
trading sessions preceding and including the Annual Meeting date to arrive at a restricted stock
unit equivalent. Restricted stock units and/or stock options (or any combination of stock options
and restricted stock units at a 2:1 ratio) shall be granted with a vesting start date of the first
trading day of July of each year, vesting in one year from the vesting start date. Grants for new
directors will be pro-rated for partial year service and granted on the first business day of the
month following the later of the initial date of service or the date on which such grant is
approved. The number of stock options and restricted stock units will be reviewed annually by the
Nominating and Corporate Governance Committee and are subject to change. Directors with equity
vesting from equity grants granted prior to the effective date of this Director Compensation Plan
will not receive new annual grants until all prior equity grants are fully vested unless an
exception is made by the Nominating and Corporate Governance Committee.
In addition to the cash and equity compensation described above, the Company reimburses each member
of the Board of Directors for reasonable travel and other expenses in connection with attending
meetings of the Board of Directors or committees thereof.
This Plan is prospective from the effective date and will not affect any compensation paid or
granted before that date. This Plan may be amended from time to time by vote of the Board of
Directors. This Plan does not affect the obligations of the Company to indemnify directors as set
forth in relevant sections of the Companys certificate of incorporation, by-laws or
indemnification agreements. Questions or issues concerning the application and administration of
this Plan will be addressed by the Nominating and Corporate Governance Committee.