MERCURY COMPUTER SYSTEMS, INC.
Compensation Policy for Non-Employee Directors
(Effective June 17, 2010)
It is the objective of Mercury to compensate non-employee directors in a manner which will enable recruitment and
retention of highly qualified directors and fairly compensate them for their services as a director.
Directors are entitled to be reimbursed for their reasonable expenses incurred in connection with attendance at Board and
Quarterly retainer payments shall be paid in arrears within 30 days following the end of each quarter.
New non-employee directors will be granted equity awards in connection with their first election to the Board. These
awards will be granted by the Board of Directors and will consist of the following components:
Non-employee directors may also receive annual equity awards (“Annual Equity Awards”) at the discretion of the Board
of Directors. Beginning with fiscal year 2010, non-employee directors will receive Annual Equity Awards consisting of the
Non-employee directors will not be eligible to receive an Annual Equity Award for the fiscal year in which they are first
elected. Non-employee directors who are first elected to the Board during the first half of Company’s fiscal year will be eligible
to receive an Annual Equity Award for the next fiscal year; otherwise, non-employee directors will not be eligible to receive their
first Annual Equity Award until the second fiscal year following the fiscal year in which they are first elected to the Board.
Approved by the Board of Directors, as amended, on June 17, 2010.
Annual retainer for non-employee directors:
$55,000 per annum, paid quarterly
Additional annual retainers:
$25,000 per annum, paid quarterly
Chairman of the Audit Committee:
$15,000 per annum, paid quarterly
Chairman of the Compensation Committee: