2014 Non-Employee Director Compensation Schedule for Exelixis, Inc.

Summary

This document outlines the compensation structure for non-employee directors of Exelixis, Inc. in 2014. It details cash payments for board and committee service, including annual retainers, chair fees, and meeting fees. It also describes equity compensation, specifying the number of stock options granted to new and continuing directors and their vesting schedules. The agreement sets clear terms for how directors are compensated for their service, both in cash and equity, with specific amounts and vesting conditions.

EX-10.3 2 exel20140331exhibit103.htm COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS EXEL 2014.03.31 Exhibit 10.3

Exhibit 10.3

2014 Non-Employee Director Compensation

Cash Compensation



Board of Directors	Retainer Fee	$25,000
	Additional Chair Retainer Fee	$30,000
	Regular Meeting Fee	$2,500
	Special Meeting Fee*	$1,000
Audit Committee	Retainer Fee	$6,000
	Additional Chair Retainer Fee	$15,000
	Meeting Fee**	$1,000
Compensation Committee	Retainer Fee	$5,000
	Additional Chair Retainer Fee	$10,000
	Meeting Fee**	$1,000
Nominating & Corporate Governance Committee	Retainer Fee	$5,000
	Additional Chair Retainer Fee	$10,000
	Meeting Fee**	$1,000
Research & Development Committee	Retainer Fee	$10,000
	Additional Chair Retainer Fee	$10,000
	Meeting Fee**	$5,000

* Meeting at which minutes are generated.

** In-person meeting or teleconference at which minutes are generated.

Equity Compensation



Board of Directors	Initial Option Grant*	Number of Options	65,000
	Annual Option Grant**	Number of Options	40,000

* For new directors only. Vests over four years, with one year cliff vesting and then monthly thereafter.

** Vests monthly over one year.