Attached files
file | filename |
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10-Q - EnSync, Inc. | v210932_10q.htm |
EX-31.2 - EnSync, Inc. | v210932_ex31-2.htm |
EX-31.1 - EnSync, Inc. | v210932_ex31-1.htm |
EX-32.2 - EnSync, Inc. | v210932_ex32-2.htm |
EX-32.1 - EnSync, Inc. | v210932_ex32-1.htm |
Exhibit 10.8
ZBB
Energy Corporation
Director Compensation
Policy
Adopted
November 10, 2010
Members of the Board of Directors (the
“Board”) of ZBB Energy Corporation (the “Company”) who are not officers or
employees of the Company or any subsidiary of the Company (“non-employee
directors”) shall be paid the following amounts in consideration for their
services on the Board:
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(i)
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An
annual retainer in the amount of $72,000, to be awarded in accordance with
clause (iv) below.
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(ii)
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In
addition, an annual Chairman’s retainer in the following amounts, to be
awarded in accordance with clause (iv) below: $30,000 for the Chairman of
the Board; $12,000 for the Chairman of the Audit Committee and for the
Chairman of the Compensation Committee; and $8,000 for the Chairman of the
Nominating and Governance
Committee.
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(iii)
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In
addition, an annual committee membership fee in the amount of $6,000 for
each committee of the Board on which the non-employee director serves,
payable in cash quarterly in arrears, provided the non-employee director
remains in continuous service with the Board through each applicable
payment date.
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(iv)
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The
total amounts determined under clauses (i) and (ii) above for a
non-employee director for a year will be awarded as of the date of the
annual meeting of shareholders of the Company (the “Annual Meeting”) in
the form of restricted stock units (“RSUs”) under the Company’s 2010
Omnibus Long-Term Incentive Plan (or any successor plan thereto) (the
“Stock Plan”). The RSUs will have the following terms and
conditions: (A) the number of RSUs will be determined by dividing the
dollar amount of the award by the closing price of the Company’s common
stock on the first business day preceding the Annual Meeting, rounded up
to the next whole share; (B) 25% of the RSUs will vest on the date of
grant, and the remaining RSUs will vest 25% each on March 31, June 30 and
September 30 following the Annual Meeting, provided the non-employee
director remains in continuous service with the Board through the
applicable vesting date; (C) the RSUs will vest earlier in the event of a
“Change in Control” of the Company (as defined in the Stock Plan); (D)
vested RSUs will be payable upon the earlier of (x) the date that is six
months after the non-employee director “separates from service” with the
Board (within the meaning of Section 409A of the Internal Revenue Code) or
(y) the date of a Change in Control (provided that the Change in Control
is a permissible “change in control” payment event within the meaning of
Section 409A of the Internal Revenue Code); (E) vested RSUs will be
payable in the form of one share of common stock of the Company for each
vested RSU then payable; and (F) the RSUs will otherwise be subject to the
terms of the Stock Plan (including section 8(j) thereof regarding
treatment of dividends) and will be evidenced by an appropriate RSU award
agreement. Notwithstanding the foregoing, twenty-five percent
of the annual retainer payable under the policy to Mr. Birnbaum shall be
paid in cash instead of RSUs.
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An
employee of the Company who serves as a director receives no additional
compensation for such service.