EPAM Systems, Inc. - FORM S-1/A - EX-10.18 - FORM OF DIRECTOR OFFER LETTER - January 23, 2012

Attached files

file filename
S-1/A - AMENDMENT NO. 6 TO FORM S-1 - EPAM Systems, Inc.d192955ds1a.htm
EX-3.2 - FORM OF AMENDED AND RESTATED BYLAWS - EPAM Systems, Inc.d192955dex32.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - EPAM Systems, Inc.d192955dex11.htm
EX-3.1 - FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - EPAM Systems, Inc.d192955dex31.htm
EX-5.1 - OPINION OF DAVIS POLK & WARDWELL LLP - EPAM Systems, Inc.d192955dex51.htm
EX-10.7 - FORM OF 2006 STOCK OPTION PLAN AWARD AGREEMENT - EPAM Systems, Inc.d192955dex107.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - EPAM Systems, Inc.d192955dex231.htm
EX-10.6 - AMENDED AND RESTATED 2006 STOCK OPTION PLAN - EPAM Systems, Inc.d192955dex106.htm
EX-10.26 - ENGLISH TRANSLATION OF AGREEMENT WITH IDEAB PROJECT EESTI AS - EPAM Systems, Inc.d192955dex1026.htm
EX-10.12 - 2012 LONG TERM INCENTIVE PLAN - EPAM Systems, Inc.d192955dex1012.htm
EX-10.15 - 2012 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN - EPAM Systems, Inc.d192955dex1015.htm
EX-10.16 - FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT - EPAM Systems, Inc.d192955dex1016.htm
EX-10.23 - CONSULTANCY AGREEMENT - LANDMARK BUSINESS DEVELOPMENT LTD., KARL ROBB - EPAM Systems, Inc.d192955dex1023.htm
EX-10.21 - EMPLOYMENT CONTRACT - BALAZS FEJES - EPAM Systems, Inc.d192955dex1021.htm
EX-10.25 - FORM OF INDEMNIFICATION AGREEMENT - EPAM Systems, Inc.d192955dex1025.htm
EX-10.17 - NON-EMPLOYEE DIRECTOR COMPENSATION POLICY - EPAM Systems, Inc.d192955dex1017.htm
EX-10.14 - RESTRICTED STOCK AWARD AGREEMENT - KARL ROBB - EPAM Systems, Inc.d192955dex1014.htm
EX-10.24 - FORM OF NONDISCLOSURE, NONCOMPETE AND NONSOLICITATION AGREEMENT - EPAM Systems, Inc.d192955dex1024.htm
EX-10.19 - EXECUTIVE EMPLOYMENT AGREEMENT - ARKADIY DOBKIN - EPAM Systems, Inc.d192955dex1019.htm
EX-10.20 - OFFER LETTER - GINGER MOSIER - EPAM Systems, Inc.d192955dex1020.htm
EX-10.13 - FORM OF SENIOR MANAGEMENT NON-QUALIFIED STOCK OPTION AWARD AGREEMENT - EPAM Systems, Inc.d192955dex1013.htm
EX-4.1 - FORM OF COMMON STOCK CERTIFICATE - EPAM Systems, Inc.d192955dex41.htm
EX-10.22 - CONSULTANCY AGREEMENT - LANDMARK BUSINESS DEVELOPMENT LTD., BALAZS FEJES - EPAM Systems, Inc.d192955dex1022.htm

Exhibit 10.18

[Form of Director Offer Letter]

EPAM SYSTEMS, INC.

41 University Drive, Suite 202

Newtown, PA 18940

[DATE]

[DIRECTOR]

[ADDRESS]

Dear [            ]:

EPAM Systems, Inc. (the “Company”) is pleased to memorialize the terms and conditions of your service, effective as of             , as follows:

1. Position. You agree to serve as a member of the Company’s Board of Directors (the “Board”), subject to your appointment and any required shareholder approval. [It is anticipated that you will serve as a member of the [            ] Committee[s] of the Board [and as the Chair of the [            ] Committee]].

2. Compensation. You will receive compensation for your service on the Board in accordance with the enclosed Non-Employee Director Compensation Policy, as may be amended from time to time. The policy currently provides for annual cash retainers of $40,000 for service on the Board and additional cash retainers for service as a member or Chair of a committee of the Board and for attending more than six meetings in any calendar year. The policy also currently provides for an initial grant of $100,000 in restricted shares, which vest 25% each year over four years, and annual grants of $75,000 in restricted shares, which vest 100% after one year, under the 2012 Non-Employee Directors Compensation Plan, as may be amended from time to time.

3. Business Expenses. Reasonable travel and other business expenses incurred by you in the performance of your duties to the Company will be reimbursed by the Company in accordance with Company policies as in effect from time to time.

4. Indemnification. You will be indemnified to the fullest extent provided by the Company’s corporate documents as in effect from time to time, subject to your execution of applicable undertakings, as provided by such corporate documents. The Company will also provide you with director and officer liability insurance coverage to the extent provided to the directors of the Company generally.

We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms by signing and dating the enclosed duplicate original of this letter agreement and returning it to me.

EPAM Systems, Inc.
By:    
  [NAME]
  [TITLE]

I have read and accept this letter agreement.

 

By:    
Name:    
Date:    

Enclosure:

EPAM Systems, Inc. Non-Employee Director Compensation Policy

EPAM Systems, Inc. Reports

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