Element

Compensation

Retainer

Non-Executive Chair of the Board - $34,000

Lead Director - $28,000

Other Non-Employee Directors - $22,000

Paid on an annual basis in June in either cash or stock; cash/stock election to be made at March board meeting; pro rated based on number of months served during the 12 months beginning on the date of the prior calendar year’s Annual Meeting of Stockholders

Initial Option Grant

Non-Executive Chair of the Board: Stock options with a Black-Scholes value of $250,000

Lead Director:  Stock options with a Black-Scholes value of $200,000

Other Non-Employee Directors: Stock options with a Black-Scholes value of $150,000

Grant Date/vesting: Vests quarterly on a pro rata basis over 3 years from the grant date

Annual Option Grant

Non-Executive Chair of the Board: Stock options with a Black-Scholes value of $250,000

Lead Director:  Stock options with a Black-Scholes value of $200,000

Other Non-Employee Directors: Stock options with a Black-Scholes value of $150,000

Grant Date/vesting: Options will be granted (and valued) on the date of each Annual Meeting of Stockholders; vests 100% on the earlier of the first anniversary of the grant date or the date of the next calendar year’s Annual Meeting of Stockholders

Meeting Fee - Board Meetings

$4,000 per meeting attended (in person) (except for Non-Executive Chair of the Board and Lead Director, see below)

$1,000 per meeting attended (by phone) (except for Non-Executive Chair of the Board and Lead Director, see below)

Meeting Fee - Committee Meetings (non-Chair members)

Audit Committee: $2,000 per meeting attended (in person or by phone)

Other Committees (including Special Committees): $1,500 per meeting attended (in person or by phone)

Meeting Fee -

Audit Committee: $4,000 per meeting led (in person or by phone)

Committee Chairs

Other Committees (including Special Committees): $3,500 per meeting led (in person or by phone)

Meeting Fee — Board Meetings - Non-Executive Chair of the Board

$5,000 per Board Meeting led (in person)

$2,000 per meeting led (by phone)

Meeting Fee — Board Meeting - Lead Director

$5,000 per Board Meeting led (in person)

$2,000 per meeting led (by phone)

Meeting Fee — Non-Committee Members Attending Committee Meetings

Paid the same per meeting fee as a non-Chair member of the Committee

Expense Reimbursement

Cubist shall reimburse the cost of all reasonable travel related expenses and meals incurred in connection with attending Board or Committee Meetings.  Directors should travel one class below first class. Exceptions will be handled on a case-by-case basis and should be submitted to the Chair (or, if there is no Chair, the Lead Director)

D & O Insurance

Cubist provides Director & Officer Insurance for all Board Members. 

NACD Membership

Cubist provides a membership to the National Association of Corporate Directors for all Board Members

Director Education Programs

Cubist supports director education and will reimburse directors for reasonable expenses incurred in connection with participation in director education programs.  Directors are expected to report all such participation to the Secretary of the Corporation.  Cubist also provides in-house direction education and has a Director Orientation Program.