Exhibit 10.66
Arbinet Corporation
Non-Employee Director Compensation Plan
Effective September 1, 2009
(unless otherwise noted)
1. Annual Retainer per Board Member: $30,000
2. Annual Chairman of the Board Additional Retainer: $20,000
3. Member Meeting Fee (per meeting)
| · | $2,000 per in-person meeting in excess of 6 in-person meetings per year (3 meetings in the second six months of 2009), and |
| · | $350 per telephonic meeting in excess of 15 total meetings (in-person and telephonic) per year (7 meetings in the second six months of 2009) |
4. Committee Chairman’s Annual Retainer
| · | Audit Committee Chair Retainer: $15,000 |
· | Compensation Committee Chair Retainer: $10,000 |
| · | Nominating & Corporate Governance Committee Chair Retainer: $5,000 |
5. Committee Member’s Annual Retainer
| · | Audit Committee Member Retainer: $10,000 |
| · | Compensation Committee Member Retainer: $5,000 |
| · | Nominating & Corporate Governance Committee Member Retainer: $2,500 |
6. No per-meeting Committee Member Meeting Fee
7. Initial Director Equity Grant
Upon initial appointment to the Board, each new director has the choice of receiving:
| (i) | No shares of restricted stock and an option to purchase 25,000 shares, or |
| (ii) | 1,000 shares of restricted stock and an option to purchase 22,000 shares, or |
| (iii) | 2,000 shares of restricted stock and an option to purchase 19,000 shares, or |
| (iv) | 3,000 shares of restricted stock and an option to purchase 16,000 shares |
8. Annual Director Equity Grant
At each annual meeting of stockholders beginning with the 2010 annual meeting, each director shall receive shares of restricted stock equaling $30,000 in value, which vest in installments over 3 years, with one-third vesting annually on the anniversary of the grant date.