ELOYALTY CORP
SUMMARY OF DIRECTOR COMPENSATION
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>5
<FILENAME>dex1036.htm
<DESCRIPTION>SUMMARY OF DIRECTOR COMPENSATION
<TEXT>
<HTML><HEAD>
<TITLE>Summary of Director Compensation</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.36 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><U>Summary of Director Compensation </U></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="justify"><FONT FACE="Times New Roman" SIZE="2">Directors who are not employees of eLoyalty or any of its
subsidiaries (&#147;non-employee directors&#148;) receive $750 for their attendance at each meeting of the Board of Directors, $1,000 per Audit Committee meeting attended and $250 for each Compensation Committee meeting (each of which generally is
held in tandem with a meeting of the Board of Directors). If any Compensation Committee meetings are held apart from a Board of Directors meeting, then each Compensation Committee member receives $500 per meeting attended. The Company also
reimburses directors for their travel-related expenses incurred in attending meetings of the Board of Directors and its committees. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="justify"><FONT FACE="Times New Roman" SIZE="2">In
addition to meeting attendance fees, non-employee directors are eligible to receive automatic grants of stock options under the eLoyalty Corporation 1999 Stock Incentive Plan, as amended (the &#147;1999 plan&#148;). The 1999 plan provides for each
non-employee director to receive: (i)&nbsp;an option to purchase 5,000 shares of eLoyalty Common Stock upon commencement of service as a director (an &#147;Initial Grant&#148;); and (ii)&nbsp;an option to purchase 5,000 shares of eLoyalty Common
Stock on the day following the date of each annual meeting of eLoyalty stockholders during which such service continues (an &#147;Annual Grant&#148;). Stock options granted to non-employee directors have an exercise price per share equal to the fair
market value of a share of eLoyalty Common Stock on the grant date and a maximum term of ten years. Vesting occurs ratably over a period of 48&nbsp;months from the end of the month following the grant date with respect to each Initial Grant and over
a period of 12 months from the end of the month following the grant date with respect to each Annual Grant. For each Annual Grant made in 2009, however, vesting will occur evenly over 48 months, commencing with a vesting of 25% of such Annual Grant
on February&nbsp;28, 2010 and 6.25% of such Annual Grant on each quarterly vesting date thereafter. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="justify"><FONT FACE="Times New Roman" SIZE="2">At its February 2009 meeting, as
ratified by a Unanimous Written Consent, the Board agreed to an additional grant of stock options under the 1999 plan. Each non-employee director will receive an option to purchase 50,000 shares of eLoyalty Common Stock. These stock options have an
exercise price per share equal to the fair market value of a share of eLoyalty Common Stock on the grant date, which was February&nbsp;18, 2009, and a maximum term of ten years, pursuant to the 1999 plan. Vesting occurs ratably over a period of 16
quarters, with the first quarterly vesting occurring on February&nbsp;28, 2009. </FONT></P>
</BODY></HTML>
</TEXT>
</DOCUMENT>
