exv10w20






Exhibit 10.20




BROADSOFT, INC.




Non-Employee Director Compensation Policy



EFFECTIVE
DATE: [Effective Time of Initial Public Offering] (the
“Effective Date”)



This Policy shall apply commencing on the Effective Date and for the balance of calendar year 2010,
and then for each calendar year thereafter, subject to Section IV below. For calendar year 2010,
amounts described herein will be prorated for the period between the Effective Date and December
31, 2010, based on the number of days in such period divided by 365.




I. BOARD RETAINERS




     ANNUAL BOARD RETAINER: $60,000, payable as follows:




	 	•	 	Annual Cash Retainer: Cash payments will be made quarterly in arrears to
directors, assuming the director remains a member of the Board of Directors (the “Board”)
of BroadSoft, Inc. (the “Company”) through the end of the relevant quarter as follows:






	 	o	 	$30,000 ($7,500 per quarter) in cash (the “Annual Cash Retainer”),
unless the director makes a timely election, in accordance with Section III
below, to receive 50% or 100% of the Annual Cash Retainer in the form of restricted
stock units (“RSUs”).






	 	•	 	Annual Equity Retainer:






	 	o	 	$30,000 (the “Annual Equity Retainer” and together with the Annual Cash
Retainer, the “Annual Board Retainer”), paid in RSUs.
	 
	 	o	 	RSUs will be granted under the Amended and Restated 2009 Equity
Incentive Plan (the “Plan”) on the third business day in January of each calendar
year (provided, that RSUs to be granted for calendar year 2010 will be granted at
the first regularly scheduled meeting of the Board to occur after the Effective
Date). These RSUs will vest in accordance with Section II below, and will be
settled in shares of Company common stock.
	 
	 	o	 	The number of RSUs that will be granted will be determined by dividing
the Annual Equity Retainer and, if validly elected, the portion of the Annual Cash
Retainer, allocated to such award by the fair market value of the Company’s common
stock on the date of grant (i.e., the third business day of January in each
calendar year other than calendar year 2010, and the date of the first regularly
scheduled meeting of the Board to occur after the Effective Date, for calendar year
2010), rounded down to the nearest whole share.





 









 






	 	 	COMMITTEE CHAIR RETAINERS: Cash payments will be made quarterly in arrears to directors who are
Committee chairpersons, assuming the director remains the chair of the applicable Committee
through the end of the relevant quarter as follows:






	 	•	 	Audit: $15,000 ($3,750 per quarter)
	 
	 	•	 	Compensation: $10,000 ($2,500 per quarter)
	 
	 	•	 	Nominating and Corporate Governance: $7,500 ($1,875 per quarter)






	 	 	COMMITTEE MEMBERSHIP RETAINERS: Cash payments will be made quarterly in arrears to directors who
are members of Committees (and who are not Committee chairpersons), assuming the director remains
a member of the applicable Committee through the end of the relevant quarter as follows:






	 	•	 	Audit: $10,000 ($2,500 per quarter)
	 
	 	•	 	Compensation: $7,500 ($1,875 per quarter)
	 
	 	•	 	Nominating and Corporate Governance: $5,000 ($1,250 per quarter)





II. VESTING OF RSUs





	 	•	 	RSUs granted for calendar year 2010 will vest 100% on December 31, 2010 assuming the
director remains a member of the Board through such date.
	 
	 	•	 	RSUs granted for calendar year 2011 and each year thereafter, will vest 25% on the last
day of each calendar quarter assuming the director remains a member of the Board through
the end of the relevant calendar quarter.
	 
	 	•	 	Upon the director’s cessation of service on the Board as a result of:






	 	o	 	the director’s death, vesting of unvested awards shall be fully
accelerated; and
	 
	 	o	 	removal of the director from the Board by the Company’s stockholders
for cause, or resignation by the director, all unvested RSUs shall be forfeited.




III. TIMING OF ELECTIONS: Elections to receive 50% or 100% of the Annual Cash Retainer in the form
of RSUs must be made as follows:





	 	•	 	Current directors: prior to the beginning of each calendar year.
	 
	 	•	 	New directors: within 30 days after becoming a director, applicable only to the
portion of the Annual Board Retainer earned after the date of the election (i.e., beginning
with the calendar quarter after the election date, with the director receiving payment in
accordance with the default rules above for the calendar quarter in which the director made
the election).




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	 	•	 	Once an election is submitted for a calendar year, it is irrevocable with
respect to that year. A director may submit a new election for each subsequent calendar
year prior to the beginning of that calendar year.
	 
	 	 	 	Notwithstanding the foregoing, directors shall not be entitled to elect to receive 50% or
100% of the Annual Cash Retainer for calendar year 2010 in the form of RSUs.





IV. REVIEW, AMENDMENT AND TERMINATION





	 	o	 	The Nominating and Corporate Governance Committee of the Board shall, at its discretion,
review and assess the adequacy of this Policy from time to time and recommend any proposed
changes to the Board for approval.
	 
	 	o	 	The Board may amend or terminate this Policy at any time in its sole discretion.






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