Description of Director Compensation Arrangements



 Exhibit 10.20 

 
 



 
 Board of Directors 
 Compensation Policy 
 (post-IPO) 

Board Compensation 
 In connection
with performance of services, MobiTV will compensate eligible directors (defined as non-employee members of the Board) for their services. MobiTV will utilize the following criteria for determining and administering Board member compensation:

  

	 	•	 	 Board members will be compensated based on the Board approved guidelines. 



 

	 	•	 	 Board members’ compensation will consist of annual retainers) and both initial and annual equity grants for Board service.



  

	 	•	 	 MobiTV will compensate for participation on Board committees with an additional retainer. 



 

	 	•	 	 Board members may choose to take the annual retainer, committee chair retainer, and committee member retainer in options of equal value to the earned
retainers. 


  

	 	•	 	 MobiTV has designed a compensation structure that is market-competitive relative to MobiTV’s defined peer group of public companies of the same
revenue size and within the same industry as MobiTV. 


  

	 	•	 	 MobiTV will review Board compensation guidelines on a periodic basis (typically every other year). 



Annual Cash Retainer 
 The
schedule of retainer fees for Board service is as follows: 
  

					
	 Board of Directors Member
	  	$	22,500	  
	 Chair of Audit Committee
	  	$	20,000	  
	 Chair of Compensation Committee
	  	$	9,000	  
	 Chair of Nominating and Governance Committee
	  	$	5,000	  
	 Member of Audit Committee (non-Chair)
	  	$	5,000	  
	 Member of Compensation Committee (non-Chair)
	  	$	3,750	  
	 Member of Nom. & Gov. Committee (non-Chair)
	  	$	2,250	  

 Eligible directors may elect to receive the equivalent value of their retainer in the form of stock options in lieu of
the cash retainer. The number of options granted will equal the value of the cash retainer divided by the Black-Scholes value on the grant date. Options will be awarded under the Company’s 2012 Equity Incentive Plan, or such successor plan as
the Board may determine, and shall vest in full one year after the grant date. 








 



 
  

 Long Term Incentive Equity Awards 
 Each eligible director will receive the following equity awards, under the Company’s 2012 Equity Incentive Plan or such successor plan as the Board may determine. 

: 
  

			
	 Grant upon initial election (stock option)1
	  	Number of options equal to $150,0003
	 Annual award (stock option)2
	  	Number of options equal to $100,0003

  

	1 	 Vests annually over three years 



	2 	 Cliff vest one year from grant date 



	3 	 The number of options is calculated by dividing the Black-Scholes value of the Company’s common stock on the grant date into the approved value



 Timing 
 When first appointed to the Board, each eligible director will be granted an initial stock option grant (per the above schedule) at the Board meeting at which they are appointed. 

After each annual meeting of stockholders, each eligible director who is continues to serve on the Board and who has completed six (6) months of
Board service will receive an annual stock option grant (per the above schedule). 
 At time of appointment and each year thereafter, eligible
directors will elect whether they wish to receive his or her retainers for Board and Committee service in cash or in stock options of equivalent to the value. The choice to take a retainer in cash or in equivalent stock options may be changed
annually, with an election staying in effect unless otherwise changed. 
 Service Related Expenses 

The Company will reimburse Board members for necessary and reasonable expenses incurred in the course and scope of performing services consistent with the
Company’s standard Expense Reimbursement policy and subject to reasonable evidence that the amount involved was expended for and related to Board service. 
 Board Compensation Administration 
 This document sets forth guidelines for decision
making but the Board retains full discretion to administer Board compensation consistent with the best interests of the Company. The Board may amend this policy from time to time in its discretion. 

Approval 
 Approved by the Board
of Directors on 12/08/2011.