2004 Board Cash and Equity Compensation



 EXHIBIT 10.10 
  
 2004 BOARD AND EQUITY COMPENSATION 
  
 SUPPLEMENTAL RESOLUTIONS FOR CONSIDERATION 
  
 BY SUMTOTAL SYSTEMS, INC.’S (THE “CORPORATION”) 
  
 BOARD OF DIRECTORS (THE “BOARD”) 
  

  
 APRIL 14, 2004 BOARD OF DIRECTORS MEETING 
  
 1. Ratification of Erika Rottenberg as the Corporation’s Secretary 
  
 RESOLVED: That the
Board hereby ratifies the appointment of Erika Rottenberg as Secretary of the Corporation, effective March 19, 2004. 
  
 2. Board Compensation 
  
 WHEREAS: The Board has determined that it is in the best interests of the Corporation
to provide both cash and equity compensation to its members as compensation for their work, contributions, and on-going incentive and commitment to the Corporation. 
  
 a) Approval of 2004 Board of Directors Cash Compensation 
  
 RESOLVED: That the
Board hereby approves the cash compensation for 2004 for the Board of Directors, as set forth in Exhibit A attached hereto. 
  
 b) Approval of Stock Option Grants for Board of Directors 
  
 RESOLVED: That the Board hereby approves and adopts the annual stock
option grants for each and every member of the Corporation’s Board of Directors, as set forth in Exhibit B attached hereto, which grants shall be made pursuant to the Corporation’s 2004 Equity Incentive Plan. 
  
 c) Acceleration of Vesting Upon Change of Control

  
 RESOLVED: That the Board hereby grants full acceleration of all unvested options to each and every Board member that is asked to resign from the Board within twelve months of a Change of Control of the Corporation. Such
acceleration shall occur on the closing date of the Change of Control Event. For purposes of this resolution, a “Change of Control” shall mean the occurrence of any of the following events: 
  
 (i) The sale, exchange, lease or other
disposition or transfer of all or substantially all of the consolidated assets of the Company to a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) which will continue the business of the Company in the future; or 







 (ii) A merger or consolidation involving the Company in which the
shareholders of the Company immediately prior to such merger or consolidation are not the beneficial owners (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of more than 50% of the total voting power of the
outstanding voting securities of the corporation resulting from such transaction in substantially the same proportion as their ownership of the total voting power of the outstanding voting securities of the Company immediately prior to such merger
or consolidation; or 
  
 (iii)
The acquisition of beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of at least 50% of the total voting power of the outstanding voting securities of the Company by a person or group (as such
terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act). 
  
 3. Omnibus Resolution 
  
 RESOLVED: That the officers of the Corporation be, and each of them were
authorized, empowered and directed on behalf of the Corporation and in its name to take all such other actions and execute, acknowledge and deliver all such other documents or agreements as the officer or officers taking such actions or executing
such documents or agreements shall deem necessary or desirable in order to perform the Corporation’s obligations under the resolutions above or to carry out and perform the purposes and intent of the foregoing resolutions, the taking of such
actions or execution of such documents to be conclusive evidence of the necessity or desirability thereof; and 
  
 RESOLVED FURTHER: that any and all actions taken by any officer of the Corporation prior to the date hereof
in furtherance of the purposes or intent of the foregoing resolutions be ratified and adopted as the acts and deeds of the Corporation. 







 EXHIBIT A 
  
 2004 Board of Directors Cash Compensation 







 EXHIBIT B 
  
 Board of Director 2004 Annual Stock Option Grants 







 Exhibit A & B 
  

			
	Board of Directors Compensation	 	[GRAPHIC APPEARS HERE]

  
 Recommendations for
Non-Employee Board Members Compensation 
  

																
	 	  	 Annual
 Retainer

	  	 Compensation
 Per Meeting

	  	 # of
 Board Meetings

	  	 Annual Cash
 Compensation

	  	# of
Annual Options

	  	 Vesting of
 Stock Options


	 Board Members
	  	 	 	  	$	3,000	  	5	  	$	15,000	  	10,000	  	1 year/monthly vesting; full acceleration upon Change of Control
							
	 Audit Committee
	  	 	 	  	 	 	  	 	  	 	 	  	 	  	 
	 Audit Committee Chairman
	  	 	 	  	$	500	  	10	  	$	5,000	  	 	  	 
	 Audit Committee Members
	  	 	 	  	$	500	  	5	  	$	2,500	  	 	  	 
	 Chair
	  	$	2,500	  	 	 	  	 	  	 	 	  	 	  	 

  
 Governance and
Compensation Committee Meetings paid at $500 per meeting, meeting frequency to be determined by Committee Chair