Exhibit 10.19


Websense
Board of Directors   January 23, 2007

2007 Meeting Fees


 


	
   

  	
   

  	
   

  	
   

  	
  Meeting

  	
   

  	
  In Person

  Attendance

  	
   

  	
  Telephonic

  Meeting

  	
   

  
	
  Base Fee

  for Mtgs.

  	
   

  	
  (O)

  	
   

  	
  Board of Directors -
  Chairman

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  1,500

  	
   

  
	
   

  	
   

  	
  (A)

  	
   

  	
  Board of Directors -
  Member

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  1,000

  	
   

  
	
  Additional Fees

  Based on

  Committee

  Membership

  	
   

  	
  (B)

  	
   

  	
  Audit Committee
  Chairman

  	
   

  	
  $

  	
  3,500

  	
   

  	
  $

  	
  2,000

  	
   

  
	
   

  	
   

  	
  (C)

  	
   

  	
  Audit Committee
  (non-chairman)

  	
   

  	
  $

  	
  1,500

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
  (D)

  	
   

  	
  Compensation Committee
  Chairman

  	
   

  	
  $

  	
  2,000

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
  (E)

  	
   

  	
  Compensation Committee
  (non-chairman)

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  500

  	
   

  
	
   

  	
   

  	
  (F)

  	
   

  	
  Nominating and
  Governance Committee Chairman

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  500

  	
   

  
	
   

  	
   

  	
  (G)

  	
   

  	
  Nominating and
  Governance Committee (non-chairman)

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
  (H)

  	
   

  	
  Special project ad hoc
  committees

  	
   

  	
  $

  	
  500

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  (I)

  	
   

  	
  Chairman of the Board attending any committee meeting

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  1,000

  	
   

  



 


Examples:


Qtr.
Board Meeting with each Committee meeting being held in person.


Chairman of the
Board = O + (I x 3) = $5,000 + ($1,000 x 3) = $8,000


Chair of Audit
Committee = A + B = $3,000 + $3,500 = $6,500


Chair of Comp
Committee = A + D = $3,000 + $2,000 = $5,000


Audit Committee
Member = A + C = $3,000 + $1,500 = $4,500


Comp Committee
Member = A + E = $3,000 + $1,000 = $4,000


Governance &
Nominating Committee consists of same members as Audit Committee.


Chair of
Governance & Nominating Committee = A + F = $3,000 + $1,000 = $4,000


Telephonic
Meetings for Corporate Board issues; Audit Committee issues; Compensation
Committee issues; or Governance/Nominating issues.


Phone Board
Meeting - Chairman of the Board = $1,500


Phone Board
Meeting pays all Directors for the meeting A = $1,000 If additional Committee
meetings are held, at this time, add additional “Via Phone” fees for each type
meeting.


Phone Audit
Committee Meeting ONLY pays the Audit Comm Chairman = B = $2,000 and pays
Committee members C only = $1,000


Phone Compensation
Committee Meeting ONLY pays the Comp Comm Chairman = D = $1,000, and pays
Committee members E only = $500


Phone Governance
& Nominating Committee Meeting ONLY pays the Comm Chairman = F = $500, and does
not pay the Committee members


Phone Committee
Meeting (Any Committee) - Chairman of the Board = $1,000