Exhibit_103_Dir_pol


		
			Exhibit 10.3
		

		
			 
		

		
			MobileIron, Inc.
Amended and Restated  Non-Employee Director Compensation Policy
		

		
			Adopted:  April 26, 2016
		

		
			Effective Date:  June 23, 2016, immediately following stockholder approval of the Amended and Restated MobileIron, Inc. 2014 Equity Incentive Plan
		

		
			 
		

		
			Each member of the Board of Directors (the “Board”) who is not also serving as an employee of MobileIron, Inc. (“MobileIron”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service following the effective date set forth above.    
		

		
			 
		

		
			This Director Compensation Policy amends and restates MobileIron’s Non-Employee Director Compensation policy that first became effective on June 11, 2014,  the date of the underwriting agreement between MobileIron and the underwriters managing the IPO and was subsequently amended on October 27, 2015 and February 24, 2016.  The Director Compensation Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
		

		
			 
		

		
			Annual Cash Compensation
		

		
			 
		

		
			The annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board (“Committee”) at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments thereafter. All annual cash retainer fees are vested upon payment. 
		

		
			 
		

			
	
			
				 1.
			

			
	
			
			Annual Board Service Retainer:  $35,000




		
			 
		

			
	
			
				 2.
			

			
	
			
			Annual Committee Chair Service Retainer (1):




			
	
			
				 a.
			

			
	
			
			Chairman of the Audit Committee: $20,000 




			
	
			
				 b.
			

			
	
			
			Chairman of the Compensation Committee: $10,000 




			
	
			
				 c.
			

			
	
			
			Chairman of the Nominating & Corporate Governance Committee: $10,000 




		
			 
		

			
	
			
				 3.
			

			
	
			
			Annual Committee Member Service Retainer:




			
	
			
				 a.
			

			
	
			
			Member of the Audit Committee: $10,000




			
	
			
				 b.
			

			
	
			
			Member of the Compensation Committee: $6,000




			
	
			
				 c.
			

			
	
			
			Member of the Nominating & Corporate Governance Committee: $6,000




		
			 
		

		


		
			(1) Eligible Directors who serve as a Committee Chair will not receive the annual retainer for service as a member on such Committee.
		

		
			 
		

		
			


		 


 


Equity Compensation
		

		
			 
		

		
			The equity compensation set forth below will be granted under the MobileIron, Inc. 2014 Equity Incentive Plan (the “Plan”),  and will be documented on the applicable form of equity award agreement most recently approved for use by the Board (or a duly authorized committee thereof) for Eligible Directors.   
		

		
			 
		

		
			1.Initial RSU Grant: On the date of an initial election to the Board (or, if such date of initial election is not a market trading day, the first market trading day thereafter) of an Eligible Director who is elected following the effective date above, the Eligible Director  automatically will be granted, without further action by the Board or Compensation Committee of the Board, a restricted stock unit award having a grant date fair market value equal to $175,000 divided by 365 and then multiplied by the number of days (the “Remaining Number of Days”) from the date of such initial election to MobileIron’s next annual stockholder meeting date following such initial election (provided that if no annual meeting date has been established, then to the next June 25th following such initial election)     (the “Initial RSU Grant”).   The number of shares underlying the Initial RSU Grant shall be determined by dividing the grant date fair market value (as determined above) by  the average closing price of the Common Stock on the NASDAQ Global Select Market over the twenty (20) business days ending on the trading date immediately before the date of grant.  The Initial RSU Grant will vest in full on the annual stockholder meeting date following such initial election, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such annual meeting date, and provided that if the Eligible Director voluntarily resigns as a Director other than for cause, then the Initial RSU Grant will vest as of the effective date of the resignation as to the number of shares subject to the Initial RSU Grant  multiplied by (i) the quotient of the number of days of the Director’s service between the date of grant and the effective date of the resignation divided by the Remaining Number of Days.   In addition, in the event of a Change in Control or a Corporate Transaction (each, as defined in the Plan), any unvested portion of the Initial RSU Grant will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on the effective date of such transaction.  
		

		
			 
		

		
			2.Annual RSU Grant: On the date of each MobileIron annual stockholder meeting held in 2016 or any later year, each Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, will be granted a restricted stock unit award having a grant date fair market value equal to $175,000 determined on the basis of the average closing price of the Common Stock on the NASDAQ Global Select Market over the twenty (20) business days ending on the trading date immediately prior to the date of grant (the “Annual RSU Grant”).  Each Annual RSU Grant will vest fully on the first anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on the vesting date, and provided that if the Director voluntarily resigns as a Director other than for cause, then the Annual RSU Grant will vest as of the effective date of the resignation as to 1/365th of the shares subject to the Annual RSU Grant multiplied by the number of days of the Director’s service between the date of grant and the effective date of the resignation.  In addition, in the event of a Change in Control or a Corporate Transaction (each, as defined in the Plan), any unvested portion of the Annual RSU Grant will fully vest and become exercisable as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on the effective date of such transaction.
		

		
			 
		

		
			


		 


 


Expenses
		

		
			 
		

		
			MobileIron will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and/or Committee meetings; provided, that Eligible Directors timely submit to MobileIron appropriate documentation substantiating such expenses in accordance with MobileIron’s travel and expense policy, as in effect from time to time.
		

		
			 
		

		
			Philosophy 
		

		
			The Director Compensation Policy is designed to attract and retain experienced, talented individuals to serve on the Board.  The Board anticipates that the Board, or a duly authorized committee thereof, will generally review Eligible Director compensation on an annual basis.  The Director Compensation Policy, as amended from time to time, may take into account the time commitment expected of Eligible Directors, best practices and market rates in director compensation, the economic position of MobileIron, broader economic conditions, historical compensation structure, the advice of the compensation consultant that the Compensation Committee or the Board may retain from time to time, and the potential dilutive effect of equity awards on our stockholders.  
		

		
			Under the Director Compensation Policy, Eligible Directors receive cash compensation in the form of retainers to recognize their level of responsibility as well as the necessary time commitment involved in serving in a leadership role and/or on Committees.  Eligible Directors also receive equity compensation because we believe that stock ownership provides an incentive to act in ways that maximize long-term stockholder value.  Further, we believe that stock-based awards are essential to attracting and retaining talented Board members.  We believe that the vesting acceleration provided in the case of a Change in Control or other Corporate Transaction is consistent with market practices and is critical to attracting and retaining high quality directors.