exv10w6



 






Exhibit 10.6




SoundBite Corporation

Compensatory Arrangements with Outside Directors




     The following compensatory arrangements shall become effective as of the date of their approval
(the “Effective Date”) by the board of directors (the “Board”) of SoundBite Communications, Inc.
(the “Company”). For purposes of these arrangements, the term “Outside Director” shall mean any
member of who is not (i) an employee of the Company or any of its subsidiaries or (ii) an affiliate
(as defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any person or entity that
is the beneficial owner (as defined in Rule 13d-3 under such Act) of 5.0% or more of the common
stock of the Company.



     Commencing as of the Effective Date, each Outside Director shall be entitled to the following:




	 	(a)	 	an annual retainer fee of $25,000 for Board service;
	 
	 	(b)	 	additional annual retainer fees for Board committee service as follows:





	 	 	 	 



    	 	     •     Chair of Audit Committee

	 	$10,000



    	 	     •     Other Members of Audit Committee

	 	$  3,000



    	 	     •     Chair of Compensation Committee

	 	$  7,500



    	 	     •     Other Members of Compensation Committee

	 	$  3,000



    	 	     •     Chair of Nominating and Corporate Governance Committee

	 	$  5,000



    	 	     •     Other Members of Nominating and Corporate Governance Committee

	 	$  2,000













	 	(c)	 	a meeting fee of $1,000 for each meeting of the Board, the Audit Committee, the
Compensation Committee or the Nominating and Corporate Governance Committee attended in
person or by telephone;
	 
	 	(d)	 	the grant, as of each annual stockholder meeting (commencing with the annual
stockholder meeting in 2008), of an option that (i) is exercisable to purchase 13,000
shares of common stock, (ii) has an exercise price equal to the fair market value of the
common stock on the grant date, (iii) vests in full as of the immediately succeeding annual
stockholder meeting or any earlier change-in-control event (as defined therein), and
(iv) terminates upon the earlier of three months after the final date on which the Outside
Director is a member of the Board and ten years after the grant date; and
	 
	 	(e)	 	if such Outside Director first joins the Board after the Effective Date, the grant, as
of the date on which such Outside Director first joins the Board, of an option that (i) is
exercisable to purchase 25,000 shares of common stock, (ii) has an exercise price equal to
the fair market value of the common stock on the grant date, (iii) vests in equal monthly
installments over a period of 12 months following the grant date, subject to earlier
vesting in full upon the occurrence of a change-in-control event (as defined therein), and
(iv) terminates upon the earlier of three months after the final date on which the Outside
Director is a member of the Board and ten years after the grant date.






All retainer fees shall be paid quarterly in arrears, with fees earned during a fiscal quarter to
be paid during the first month of the immediately succeeding quarter. In the event an Outside
Director serves as a member of the Board or a committee or as Chair of a committee for less than
all of a fiscal quarter, the amount of the quarterly installment of each applicable retainer fee
under paragraphs (a) and (b) above shall equal one-twelfth of the amount of such retainer fee as
set forth in paragraph (a) or (b) multiplied by the number of full or partial months served in such
quarter. The preceding sentence shall apply with respect to (1) the first fiscal quarter of
service by an Outside Director who first joins the Board after the Effective Date, (2) the last
fiscal quarter of service by an Outside Director who first joins the Board after the Effective
Date, and (3) the fiscal quarter ending December 31, 2007 for each Outside Director serving as of
the Effective Date.