Attached files
Exhibit 10.9
DIRECTOR COMPENSATION POLICY
Effective upon the closing of the initial public offering of IronPlanet, Inc., a Delaware
corporation (the Company), non-employee directors of the Company shall receive the following
compensation for their service as a member of the Board of Directors (the Board) of the Company:
Cash Compensation
Annual Retainer
Each non-employee director shall be entitled to an annual cash retainer in the amount of
$20,000 (the Annual Retainer). The Company shall pay the Annual Retainer on a quarterly basis in
arrears, subject to the non-employee directors continued service to the Company as a non-employee
director on such date. Such amounts shall be prorated in the case of service for less than the
entire quarter.
Annual Retainer for Board Committee Chairpersons
In addition to the Annual Retainer, a non-employee director who serves as the Chair of the
Companys Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee
shall be entitled to an additional annual cash retainer in the amount of $12,000 (in the case of
the Chair of the Audit Committee), $9,000 (in the case of the Chair of the Compensation Committee)
or $5,000 (in the case of the Chair of the Nominating and Corporate Governance Committee) (the
Committee Chair Retainers), irrespective of the number of committees on which such non-employee
director services as Chair. The Company shall pay the Committee Chair Retainers on a quarterly
basis in arrears, subject to the non-employee directors continued service to the Company as Chair
of such committee on such date. Such amounts shall be prorated in the case of service for less
than the entire quarter.
Annual Retainer for Board Committee Members
In addition to the Annual Retainer, a non-employee director who serves as a member of the
Companys Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee
shall be entitled to an additional annual cash retainer in the amount of $6,000 (in the case of a
member of the Audit Committee), $4,500 (in the case of a member of the Compensation Committee) or
$2,500 (in the case of a member of the Nominating and Corporate Governance Committee) (the
Committee Member Retainers), irrespective of the number of committees on which such non-employee
director services as a member. The Company shall pay the Committee Member Retainers on a quarterly
basis in arrears, subject to the non-employee directors continued service to the Company as Chair
of such committee on such date. Such amounts shall be prorated in the case of service for less
than the entire quarter.
Equity Compensation
Initial Equity Award for New Directors |
On the date a new director becomes a member of the Board, each such non-employee director
shall automatically receive a grant of an option to purchase 50,000 shares of the Companys common
stock (an Initial Option), at an exercise price equal to the fair market value of the common
stock on the date of grant. The Initial Option is subject to vesting over a period of three years
in equal annual installments commencing on the date of grant, subject to the non-employee
directors continued service to the Company through the vesting date. An employee director who
ceases to be an employee, but who remains a director, will not receive an Initial Option.
Annual Award for Continuing Board Members |
Each continuing non-employee director shall automatically receive an annual grant of an option
to purchase 12,000 shares of the Companys common stock (an Annual Option), at an exercise price
equal to the fair market value of the common stock on the date of grant which shall be the date of
each Company annual meeting of stockholders, beginning in 2011. The Annual Option for continuing
Board members shall vest as to 100% of the shares subject to the award on the earlier of (i) the
one year anniversary of the date of grant of the award and (ii) the date immediately preceding the
date of the Annual Meeting of the Companys stockholders for the year following the year of grant
for the award, subject to the non-employee directors continued service to the Company through the
vesting date. A non-employee director will receive an Annual Option only if he or she has served
on the Board for at least the preceding six (6) months.
Provisions Applicable to All Equity Compensation Awards |
Each Initial Option and Annual Option shall be subject to the terms and conditions of the
Companys 2010 Equity Incentive Plan (the Plan) and the terms of the Stock Option Agreement
entered into by the Company and such director in connection with such award. For purposes of this
Director Compensation Policy, fair market value shall have the meaning as set forth in the Plan.
Furthermore, all vesting for any such awards to Board members shall terminate, and all such awards
shall be fully vested, upon a Change of Control as defined in the Plan.
Expense Reimbursement
All non-employee directors shall be entitled to reimbursement from the Company for their
reasonable travel (including airfare and ground transportation), lodging and meal expenses incident
to meetings of the Board or committees thereof or in connection with other Board related business.
The Company shall make reimbursement to a non-employee director within a reasonable amount of time
following submission by the non-employee director of reasonable written substantiation for the
expenses.
Adopted February 11, 2010
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