Summary of Director Compensation



 Exhibit 10.1 
  
 Summary of Director Compensation 
  
 The following is a summary of the compensation of non-employee directors of the Board of Directors (the “Board”) of NetScout Systems, Inc. (the
“Company”): 
  
 Non-employee directors receive an
annual retainer of $12,500 for their service on the Board of Directors and receive an annual retainer of $4,000 for service on each committee of the Board of Directors on which they serve. In addition, the chairman of the Audit Committee receives an
annual payment of $8,000 and each chairman of the Compensation Committee and the Nominating and Corporate Governance Committee receives an annual payment of $4,000. Finally, each non-employee director receives $1,500 for each regular meeting of the
Board of Directors attended and are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or of any committee thereof. 
  
 Immediately after each Annual Meeting of Stockholders, each director receives an award of restricted stock units
(“RSUs”) equal in value to $30,000 (based on the then fair market value of the Company’s common stock). The annual RSUs vest one year after grant and are paid out in shares of Company common stock shortly after vesting, provided that
during such year, such director attends at least 75% of the meetings of the Board and at least 75% of the meetings of any committee of the Board of which such director is a member. In the event that the foregoing attendance requirements are not met,
the RSUs will not vest until the third anniversary of the date of grant. In addition, upon payout of the shares of Company common stock underlying the RSUs, the Company will pay each non-employee director $20,000 in cash to defray all or a portion
of the director’s tax liability with respect to such shares. 
  
 Each new non-employee director is granted an award of RSUs upon their election or appointment to the Board. The value of the initial award of RSUs is equal to a maximum of $30,000, subject to pro rata reduction based on the number of months
remaining between the date of such director’s election and the next Annual Meeting of Stockholders. Such initial award of RSUs vest at the next Annual Meeting of Stockholders and are paid out in shares of Company common stock shortly after
vesting, provided that during the period between the date of grant and the date of such Annual Meeting of Stockholders, such director attends at least 75% of the meetings of the Board and at least 75% of the meetings of any committee of the Board of
which such director is a member. In the event that the foregoing attendance requirements are not met, the initial RSUs will not vest until the third anniversary of the date of grant. In addition, upon the payout of the shares of Company common stock
underlying the initial RSUs, the non-employee director will also receive up to a maximum of $20,000 in cash to defray all or a portion of the director’s tax liability with respect to such shares, subject to pro rata reduction based on the
number of months remaining between the date of such director’s election or appointment and the next Annual Meeting of Stockholders. 
  
 No director who is an employee of the Corporation will receive separate compensation for services rendered as a director.