Non-Employee Director Compensation Summary
Exhibit 10.1
Non-Employee Director Compensation Summary
CuraGen Corporation’s (the “Company”) non-employee directors are currently: (i) Vincent T. DeVita Jr., M.D.; (ii) John H. Forsgren; (iii) James J. Noble, M.A., F.C.A.; (iv) Robert E. Patricelli; and (v) Patrick J. Zenner. The compensation structure for the Company’s non-employee directors is as follows:
Grant of Options Upon Appointment
Each non-employee director will automatically receive an option to purchase 30,000 shares of the Company’s common stock upon appointment to the Company’s Board of Directors (the “Board”). These options will vest 1/3 upon grant, 1/3 upon the first anniversary of the date of grant, and 1/3 upon the second anniversary of the date of grant (vesting will be accelerated upon a 50% or greater change in control of the Company.)
Grant of Additional Stock Options
Each non-employee director who continues to serve on the Board will automatically receive an option to purchase 15,000 shares of the Company’s common stock, granted in conjunction with each year’s Annual Meeting, such option vesting immediately.
The Executive Chairman of the Board will receive an option to purchase 7,500 shares of the Company’s common stock, granted in conjunction with each year’s Annual Meeting (or granted on the date of appointment to the position and prorated for the first fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such option vesting immediately.
The Audit Committee Chair will receive an option to purchase 5,000 shares of the Company’s common stock, granted in conjunction with each year’s Annual Meeting (or granted on the date of appointment to the position and prorated for the first fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such option vesting immediately.
The Compensation Committee Chair and the Nominating & Governance Committee Chair will receive an option to purchase 2,500 shares of the Company’s common stock, granted in conjunction with each year’s Annual Meeting (or granted on the date of appointment to the position and prorated for the first fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such option vesting immediately.
Payment of Fees: Reimbursement of Travel and Other Expenses
In addition to the above mentioned stock option grants, each non-employee director will receive an annual retainer of $20,000 for his service on the Board during 2009. This retainer will be prorated for any non-employee director who serves for only part of the year. Additional amounts will be paid to the non-employee directors during 2009 as follows:
| Position | Additional Fees | ||
| Executive Chairman of the Board – Retainer | $ | 30,000 | |
| Audit Committee Chair – Retainer | $ | 15,000 | |
| Compensation Committee Chair – Retainer | $ | 10,000 | |
| Nominating & Governance Committee Chair – Retainer | $ | 10,000 | |
| Board meeting fee - regular meeting | $ | 1,500 | |
| Board meeting fee - telephonic meeting | $ | 750 | |
| Audit Committee meeting - Each member | $ | 1,250 | |
| Compensation Committee meeting - Each member | $ | 1,000 | |
| Nominating & Governance meeting - Each member | $ | 1,000 | |
| Audit Committee telephonic meeting - Each member | $ | 1,000 | |
| Position | Additional Fees | ||
| Compensation Committee telephonic meeting - Each member | $ | 750 | |
| Nominating & Governance telephonic meeting - Each member | $ | 750 | |
| Per diem for additional work performed on site, in support of Board and/or Committee responsibilities | Waived for 2009 | ||
All retainer amounts will be paid quarterly during the fiscal year. Non-employee directors also receive reimbursement for reasonable travel and other expenses in connection with attending Board and committee meetings during the fiscal year.
Additional Fees for Executive Chairman of the Board
In February 2009, the Board of Directors created a new position of Executive Chairman of the Board of Directors and elected John H. Forsgren to this position. In addition to the compensation described above, Mr. Forsgren receives cash compensation of $10,000 per month for his services as Executive Chairman of the Board, and received a fully vested restricted stock grant of 50,000 shares in March 2009 in connection with his election to this position. Mr. Forsgren’s responsibilities as Executive Chairman include assisting with the Company’s current operational and strategic initiatives.
The foregoing summary replaces and supersedes the Non-Employee Director Compensation Summary filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
