CYTODYN INC. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM EFFECTIVE JUNE 1, 2013

EX-10.13 8 d541269dex1013.htm EX-10.13 EX-10.13

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.