EX-10.1



 Exhibit 10.1 

ACTUA CORPORATION 

Fourth Amended and Restated 

Non-Management Director Compensation Plan 

Effective as of January 1, 2018, the Board of Directors (“Board”) of Actua Corporation (the “Company”)
hereby adopts this Fourth Amended and Restated Non-Management Director Compensation Plan (this “Plan”). This Plan amends and restates in its entirety the text of the Company’s Third
Amended and Restated Non-Management Director Compensation Plan, dated as of June 17, 2016. 

The Board shall administer this Plan and may delegate such administration as it deems appropriate. 

 

	1.	Board/Committee/Lead Independent Director Retainer Fees 

  

	(a)	Each non-management director shall, from January 1, 2018 until the earlier of (x) the date that the Company’s common stock is no longer listed on a national
securities exchange and (y) the date that such director’s service on the Board is terminated (either such date being the “Reduction Date”), be entitled to receive cash retainer fees in respect of such director’s
service on the Board and each standing committee of the Board on which such director serves at the applicable annual rate(s) set forth on Exhibit A hereto (the aggregate amount of such rate(s) for each director being such director’s
“Annual Retainer Rate”). As promptly as practicable following the Reduction Date, the Company shall pay to each non-management director an amount of cash equal to the product obtained by
multiplying (i) such director’s Annual Retainer Rate by (ii) the quotient obtained by dividing (A) the number of days between December 31, 2017 and the Reduction Date by (B) 365. 


 

	(b)	Each non-management director shall, from the date following the Reduction Date until the date that such director’s service on the Board is terminated, be entitled to receive
cash retainer fees in respect of such director’s service on the Board (or any committee of the Board) at the applicable quarterly rate of $24,000 (such rate being the “Quarterly Retainer Rate”). As promptly as practicable
following the end of each calendar quarter (beginning with the calendar quarter in which the Reduction Date occurs), the Company shall pay to each non-management director an amount of cash equal to the product
obtained by multiplying (i) the Quarterly Retainer Rate by (ii) the quotient obtained by dividing (A) the number of days during such calendar quarter that such director served on the Board (that is, excluding any days (x) through
and including the Reduction Date and (y) from and after the date that such director’s service on the Board is terminated, as applicable) by (B) the total number of days in such calendar quarter. 


 

	2.	Expenses 

 The Company shall reimburse
non-management directors for reasonable, documented out-of-pocket expenses incurred by them related to their attendance at Board
meetings and otherwise incurred by them in service to the Company. 







 Exhibit A 
  

			
	 Applicable Annual Retainer Rate
	  	 Payable For Service As

	 $60,000
	  	 Director

	 $25,000
	  	 Lead Independent Director

	 $25,000
	  	 Audit Committee Chair

	 $20,000
	  	 Compensation Committee Chair

	 $15,000
	  	 Nominating and Governance Committee Chair

	 $13,500
	  	 Audit Committee (Non-Chair)

	 $11,000
	  	 Compensation Committee (Non-Chair)

	 $  8,500
	  	 Nominating and Governance Committee
(Non-Chair)