Clarient, Inc. Non-Employee Director Compensation Summary
This document outlines the compensation for non-employee directors of Clarient, Inc. Non-employee directors receive an annual retainer, additional fees for serving as committee chairs, and meeting attendance fees. They are also reimbursed for expenses related to attending meetings. Upon joining the board, each non-employee director receives an initial stock option grant, with additional annual grants for continued service and for serving as a committee chair. The document details the vesting schedules and terms for these stock options.
EXHIBIT 10.20
CLARIENT, INC.
COMPENSATION SUMMARY—NON-EMPLOYEE DIRECTORS
Directors of Clarient Inc. who are not employed by Clarient, Inc., a wholly owned subsidiary, or Safeguard Scientifics, Inc. (“Non-employee Directors”) are compensated for their service as a director as shown in the table below:
| Compensation Item |
|
|
| Amount |
| |
| Annual Board Retainer |
| $ | 15,000 |
| ||
| Additional Annual Chair Retainers: |
|
|
| |||
| Audit Committee Chair |
| 5,000 |
| |||
| Compensation Committee Chair |
| 5,000 |
| |||
| Nominating & Corporate Governance Committee Chair |
| 5,000 |
| |||
| Meeting Attendance Fees: |
|
|
| |||
| Board and Committee—in person |
| 1,000 |
| |||
| Board and Committee—via telephone |
| 500 |
| |||
We also reimburse Non-employee Directors for expenses they incur to attend Board and Committee meetings.
Each Non-employee Director receives an initial option grant to purchase 30,000 shares of Clarient, Inc., common stock upon initial election to the Board. Each Non-employee Director also generally receives an annual service option grant to purchase 10,000 shares, and any Non-employee Director serving as a Committee chairperson also generally receives an additional annual service grant to purchase 5,000 shares. Directors’ options have a seven-year term. Initial option grants vest 20% on the grant date, with the remaining 80% vesting in 12 equal increments on the same day of each third month thereafter. Annual service option grants vest 25% each three months following the grant date. The exercise price is equal to the fair market value of a share of our common stock on the grant date.
