CytoDyn Inc. Non-Employee Director Compensation Program Effective June 1, 2013
CytoDyn Inc. has established a compensation program for its non-employee directors, effective June 1, 2013. Non-employee directors receive an annual cash retainer of $25,000, with additional fees for serving as Chairman of the Board or as a chair or member of board committees. Directors also receive stock options to purchase 50,000 shares at a set price, vesting quarterly over five years. All fees are paid quarterly, and directors are reimbursed for reasonable business expenses related to their board service.
EXHIBIT 10.13
CYTODYN INC.
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
EFFECTIVE JUNE 1, 2013
The annual cash retainer fee for service as a non-employee director on the Board of Directors of CytoDyn Inc. is $25,000. Annual retainer fees for service as the Chairman of the Board, a committee chair or a committee member are as follows:
| Chairman of the Board | $ | 15,000 | ||
| Audit Committee Chair | $ | 15,000 | ||
| Audit Committee Member | $ | 5,000 | ||
| Compensation Committee Chair | $ | 7,500 | ||
| Compensation Committee Member | $ | 2,500 | ||
| Nominating Committee Chair | $ | 7,500 | ||
| Nominating Committee Member | $ | 2,500 |
Committee chair fees are in addition to committee member fees. All cash retainer fees vest daily on a pro rata basis and are payable quarterly in arrears within 10 business days following the end of each fiscal quarter.
Each non-employee director also was granted a stock option to purchase 50,000 shares of common stock on June 1, 2013, with an exercise price of $0.80 (the closing sale price on May 31, 2013) and a five-year term. The options vest in equal quarterly installments beginning September 1, 2013.
Non-employee directors are also reimbursed for their reasonable business expenses for service as a member of the Board of Directors or a board committee.
