exhbt101.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.1

    GeoGlobal
Resources Inc.

    Independent
Director Compensation Policy

    


    Under the
listing requirements of the securities exchanges on which the securities of this
Company are traded a majority of the Board of Directors are required to be
persons meeting the requirements of the exchange to act as “Independent
Directors”.  Due to the commitment assumed by these Directors in
discharging these duties it is appropriate that they be compensated. The
following sets forth the policy of the Company in compensating these
Directors.

    


    Definition:

    “Independent
Director” is defined as a person who meets the qualification requirements of
Section 803 A (2) of the NYSE AMEX Company Guide.  See
Footnote.

    


    Policy:

    
      	
              -  

            	
              For
      service on our Board of Directors and related committees, each Independent
      Director will receive an annual retainer of $24,000 US Dollars, payable in
      equal monthly installments.

            


    

    
      	
              -  

            	
              The
      Chairperson of the Audit Committee of the Board of Directors will receive
      an additional annual retainer of $6,000 US Dollars, payable in
      equal monthly installments.

            


    

    
      	
              -  

            	
              Each
      Independent Director will be reimbursed for reasonable out-of-pocket
      expenses in attending meetings.

            


    

    
      	
              -  

            	
              Additional
      compensation may be paid to Independent Directors in connection with
      additional or special committee service over and above the standard
      requirements of the Board, as determined by our Compensation Committee and
      approved by the Board of Directors.

            


    

    
      	
              -  

            	
              Independent
      Directors are entitled to the grant of options under Article Five –
      Automatic Option Grant Program under the Company’s 2008 Stock Incentive
      Program and are entitled to participate in each of the other equity
      programs of the 2008 Stock Incentive Plan subject to the respective terms
      of those programs

            


    

    
      	
              -  

            	
              Our
      policy is not to pay additional compensation for services on our Board and
      related committees to Directors who are also our employees or full time
      consultants.

            


    

    


    Additional
Terms:

    This
Independent Director Compensation Policy shall become effective as of the date
of its adoption and all compensation policies set forth herein shall become
effective and become payable commencing as of that date and any annual retainers
and other compensation payments payable on an annual calendar year basis shall
be pro-rated for the first year following the adoption of this
Policy.  All persons who become Directors mid-way during a calendar
year who become entitled to receive compensation hereunder on an annual calendar
year basis shall have their compensation pro-rated for the first calendar year
of their election.  Persons who cease to be Independent Directors
mid-way during a calendar year shall cease to be entitled to receive payments of
the annual retainers hereunder as of the date they cease to hold the position of
Independent Director.

    


    Compensation
of Independent Directors is subject to change following the annual review of
this policy by the Compensation Committee and approval of our Board of
Directors.

    


    It is
expected that all Independent Directors will make themselves available to
management in order that they can be kept up to date concerning the affairs of
the Company.  To the extent practical, each Independent Director will
also be asked to serve as a member of one or more Committees of the Board and
the assignment of Committees shall be made equitably among all Directors to the
extent permitted and practicable.  All Directors are expected to
attend in person or by conference telephone call all meetings of the Board and
Committees of which such person is a member held in a given calendar year and
are expected to adequately review meeting materials provided in advance of all
such meetings.  An Independent Director attending less than 75% of the
Director’s meetings and meetings of committees of which he or she is a member
held during a calendar year is subject to having all annual retainers payable in
accordance with this Policy adjusted proportionately.

    


    The
retainer fees are to be paid to the Independent Director on a monthly basis in
$US converted, if necessary, on the day of payment to the currency of the
residence of the Independent Director.  The payment may be subject to
applicable withholding tax and other related payroll
deductions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Footnote:

    


    NYSE
Amex Company Guide

    Section
803A.  Independent Directors

    


    
      	
              (2)  

            	
              “Independent
      director” means a person other than an executive officer or employee of
      the company.  No director qualifies as independent unless the
      issuer’s board of directors affirmatively determines that the director
      does not have a relationship that would interfere with the exercise of
      independent judgment in carrying out the responsibilities of a
      director.  In addition to the requirements contained in this
      Section 803A, directors serving on audit committees must also comply with
      the additional, more stringent requirements set forth in Section 803B(2)
      below.  The following is a non-exclusive list of persons who
      shall not be considered
independent:

            


    

     

    
      	
              (a)  

            	
              a
      director who is, or during the past three years was, employed by the
      company, other than prior employment as an interim executive officer
      (provided the interim employment did not last longer than one
      year);

            


    

     

    
      	
              (b)  

            	
              a
      director who accepted or has an immediate family member who accepted any
      compensation from the company in excess of $120,000 during any period of
      twelve consecutive months within the three years preceding the
      determination of independence, other than the
  following:

            


    

    
      	
              (i)  

            	
              compensation
      for board or board committee
service,

            


    

    
      	
              (ii)  

            	
              compensation
      paid to an immediate family member who is an employee (other than an
      executive officer) of the company,

            


    

    
      	
              (iii)  

            	
              compensation
      received for former service as an interim executive officer (provided the
      interim employment did not last longer than one year),
  or

            


    

    
      	
              (iv)  

            	
              benefits
      under a tax-qualified retirement plan, or non-discretionary
      compensation;

            


    

     

    
      	
              (c)  

            	
              a
      director who is an immediate family member of an individual who is, or at
      any time during the past three years was, employed by the company as an
      executive officer;

            


    

     

    
      	
              (d)  

            	
              a
      director who is, or has an immediate family member who is, a partner in,
      or a controlling shareholder or an executive officer of, any organization
      to which the company made, or from which the company received, payments
      (other than those arising solely from investments in the company’s
      securities or payments under non-discretionary charitable
      contribution-matching programs) that exceed 5% of the organization’s
      consolidated gross revenues for that year, or $200,000, whichever is more,
      in any of the most recent three fiscal
years;

            


    

     

    
      	
              (e)  

            	
              a
      director who is, or has an immediate family member who is, employed as an
      executive officer of another entity where at any time during the most
      recent three fiscal years any of the issuer’s executive officers serve on
      the compensation committee of such other entity;
  or

            


    

     

    
      	
              (f)  

            	
              a
      director who is, or has an immediate family member who is, a current
      partner of the company’s outside auditor, or was a partner or employee of
      the company’s outside auditor who worked on the company’s audit at any
      time during any of the past three
years.