exv10w20



 





Exhibit 10.20




Virtusa Corporation Non-Employee Director Compensation Policy



The purpose of this Non-Employee Director Compensation Policy of Virtusa Corporation, a Delaware
corporation (the “Company”), is to provide a total compensation package that enables the Company to
attract and retain, on a long-term basis, high caliber directors who are not employees or officers
of the Company or its subsidiaries.



In furtherance of this purpose, annual compensation for non-employee directors is established at an
aggregate of $80,000 of which, $48,000 is awarded by equity awards and $32,000 awarded in cash,
payable quarterly, as set forth below.



All non-employee directors shall be paid cash compensation (payable quarterly) for services
provided to the Company as set forth below:




	 	 	 	 	 
	 	 	Annual	 
	Board	 	Retainer	 
	 
	Non Employee Directors
	 	$	32,000	 






	 	 	 	 	 
	 	 	Annual	 
	Board Committees	 	Retainer	 
	 
	Audit Committee Chairperson
	 	$	18,000	 
	Compensation Committee Chairperson
	 	$	11,000	 
	Nominating and Corporate Governance Committee Chairperson
	 	$	7,000	 





The non-employee directors shall also be eligible to participate in the Company’s stock option
and incentive plans. Each newly-elected non-employee director (i.e. each director joining the
Board of Directors for the first time) shall be granted a non-qualified stock option to purchase up
to 6,389 shares of common stock under the Company’s stock option and incentive plan on the date of
the first meeting of the Board of Directors immediately following the Company’s annual meeting of
stockholders after they are elected to the Board of Directors (the “Election Option Grant”).
Election Option Grants shall have a four-year vesting period, with twenty-five percent (25%)
vesting on the one-year anniversary of the date of grant and the remaining shares vesting in equal
installments each three-month period thereafter.



In addition to the Election Option Grants, each non-employee director (including any newly-elected
director who has received an Election Option Grant) shall be granted an option with an economic
value of $48,000 on the date of the first meeting of the Board of Directors immediately following
the Company’s annual meeting of stockholders after they are elected to the Board of Directors,
based on a Black-Scholes valuation on the date of grant (the “Annual Option Grant”). Annual Option
Grants shall have a four-year vesting period, with twenty-five percent (25%) vesting on the
one-year anniversary of the date of grant and the remaining shares vesting in equal installments
each three-month period thereafter.



In addition, all options granted to non-employee members of the Board hereunder shall accelerate
vesting by 12 months upon a change of control of the Company under the terms of the stock option
agreement with the non-employee Director and the Company’s stock option and incentive plan.



All of the foregoing options will be granted at the fair market value on the date of grant.



The foregoing compensation is in addition to reimbursement of reasonable out-of-pocket expenses
incurred by directors in attending meetings of the Board of Directors.