exv10w2






Exhibit 10.2




SoundBite Corporation

Compensatory Arrangements with Outside Directors (Amended and Restated as of May 20, 2009)




     The following amended and restated compensatory arrangements of the Board of Directors (the
“Board”) of SoundBite Corporation (the “Company”) are effective as of May 20, 2009 (the “Effective
Date”). For purposes of these arrangements, the term “Outside Director” shall mean any director
who is not (i) an employee of the Company or any of its subsidiaries or (ii) an affiliate (as
defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any person or entity that is
the beneficial owner (as defined in Rule 13d-3 under such Act) of 5.0% or more of the common stock
of the Company.



     Each Outside Director shall be entitled to the following:




	 	(a)	 	an annual retainer fee of $25,000 for Board service;
	 
	 	(b)	 	additional annual retainer fees for Board committee service as follows:





	 	 	 	 	 	 
	 	• Chair of Board (applicable for 2009 only and subject to adjustment for
subsequent periods)
	 	$	15,000	 
	 	• Chair of Audit Committee
	 	$	10,000	 
	 	• Other Members of Audit Committee
	 	$	3,000	 
	 	• Chair of Compensation Committee
	 	$	7,500	 
	 	• Other Members of Compensation Committee
	 	$	3,000	 
	 	• Chair of Nominating and Corporate Governance Committee
	 	$	5,000	 
	 	• Other Members of Nominating and Corporate Governance Committee
	 	$	2,000	 







	 	(c)	 	a meeting fee of $1,000 for each meeting of the Board, the Audit Committee, the
Compensation Committee or the Nominating and Corporate Governance Committee attended in
person or by telephone;
	 
	 	(d)	 	the grant, as of each annual stockholder meeting, of an option that (i) is
exercisable to purchase 13,000 shares of common stock, (ii) has an exercise price equal
to the fair market value on the grant date, (iii) vests in full as of the immediately
succeeding annual stockholder meeting or any earlier change-in-control event (as defined
therein), and (iv) terminates upon the earlier of three months after the final date on
which the Outside Director is a member of the Board and ten years after the grant date;
and
	 
	 	(e)	 	if such Outside Director first joins the Board after the Effective Date, the grant,
as of the date on which such Outside Director first joins the Board, of an option that
(i) is exercisable to purchase 25,000 shares of common stock, (ii) has an exercise price
equal to the fair market value of the common stock on the grant date, (iii) vests in
equal monthly installments over a period of 12 months following the grant date, subject
to earlier vesting in full upon the occurrence of a change-in-control event (as defined
therein), and (iv) terminates upon the earlier of three months after the final date on
which the Outside Director is a member of the Board and ten years after the grant date.




All retainer fees shall be paid quarterly in arrears, with fees earned during a fiscal quarter to
be paid during the first month of the immediately succeeding quarter. In the event an Outside
Director serves as a member of the Board or a committee or as Chair of a committee for less than
all of a fiscal quarter, the amount of the quarterly installment of each applicable retainer fee
under paragraphs (a) and (b) above


 









 






shall equal one-twelfth of the amount of such retainer fee as set forth in paragraph (a) or (b)
multiplied by the number of full or partial months served in such quarter.





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