Attached files

file filename
EX-21.1 - SUBSIDIARIES OF ELOYALTY CORPORATION - Mattersight Corpdex211.htm
EX-24.1 - POWER OF ATTORNEY FROM TENCH COXE, DIRECTOR - Mattersight Corpdex241.htm
EX-24.2 - POWER OF ATTORNEY FROM HENRY J. FEINBERG, DIRECTOR - Mattersight Corpdex242.htm
EX-23.1 - CONSENT OF GRANT THORNTON LLP - Mattersight Corpdex231.htm
EX-10.25 - LOAN AGREEMENT - Mattersight Corpdex1025.htm
EX-31.1 - SECTION 302 CERTIFICATION OF KELLY D. CONWAY - Mattersight Corpdex311.htm
EX-32.1 - SECTION 906 CERTIFICATION OF KELLY D. CONWAY AND WILLIAM B. NOON - Mattersight Corpdex321.htm
EX-24.4 - POWER OF ATTORNEY FROM MICHAEL J. MURRAY, DIRECTOR - Mattersight Corpdex244.htm
EX-31.2 - SECTION 302 CERTIFICATION OF WILLIAM B. NOON - Mattersight Corpdex312.htm
EX-24.6 - POWER OF ATTORNEY FROM DAVID B. MULLEN, DIRECTOR - Mattersight Corpdex246.htm
EX-24.5 - POWER OF ATTORNEY FROM JOHN C. STALEY, DIRECTOR - Mattersight Corpdex245.htm
10-K - FORM 10-K - Mattersight Corpd10k.htm
EX-24.3 - POWER OF ATTORNEY FROM JOHN T. KOHLER, DIRECTOR - Mattersight Corpdex243.htm
EX-10.35 - SUMMARY OF 2011 EXECUTIVE OFFICER COMPENSATION - Mattersight Corpdex1035.htm

Exhibit 10.34

Summary of Director Compensation

Directors who are not employees of eLoyalty or any of its subsidiaries (“non-employee directors”) receive $750 for their attendance at each meeting of the Board of Directors, $1,000 per Audit Committee meeting attended and $250 for each Compensation Committee meeting (each of which generally is held in tandem with a meeting of the Board of Directors). If any Compensation Committee meetings are held apart from a Board of Directors meeting, then each Compensation Committee member receives $500 per meeting attended. The Company also reimburses directors for their travel-related expenses incurred in attending meetings of the Board of Directors and its committees however, eLoyalty has adopted the practice of holding its Board meetings by video conference, thereby minimizing the need to reimburse for these expenses.

In addition to meeting attendance fees, Non-Employee Directors are eligible to receive automatic grants of stock options under the 1999 Plan, which provides for each Non-Employee Director to receive: (i) an option to purchase 50,000 shares of Common Stock upon commencement of service as a director (an “Initial Grant”); and (ii) an option to purchase 5,000 shares of Common Stock on the day after each annual meeting of stockholders during which such service continues (an “Annual Grant”). Stock options granted to Non-Employee Directors have an exercise price per share equal to the fair market value of a share of Common Stock on the grant date and a maximum term of ten years. Each Initial Grant vests ratably over a period of 48 months from the end of the month following the grant date. Each Annual Grant vests ratably over a period of 48 months, commencing with a vesting of 25% of such Annual Grant on May 31st of the year following the grant date and 6.25% of such Annual Grant on each quarterly vesting date thereafter.

In addition to the foregoing options, at its February 2009 meeting, as ratified by Unanimous Written Consent, the Board agreed to an additional grant of stock options under the 1999 Plan. Each Non-Employee Director received an option to purchase 50,000 shares of eLoyalty Common Stock. These stock options have an exercise price per share equal to the fair market value of a share of eLoyalty Common Stock on the grant date, which was February 18, 2009, and a maximum term of ten years, pursuant to the 1999 Plan. Vesting occurs ratably over a period of 16 quarters, with the first quarterly vesting having occurred on February 28, 2009.