Exelixis, Inc. 2013 Non-Employee Director Compensation Program

Summary

This document outlines the 2013 compensation program for non-employee directors of Exelixis, Inc. It specifies cash payments for board and committee service, including annual retainers, additional fees for committee chairs, and per-meeting fees. It also details equity compensation, granting new directors an initial stock option grant and all non-employee directors an annual stock option grant. The program sets clear amounts for each type of compensation and applies to non-employee members of the board only.

EX-10.25 3 exel20121231exhibit1025.htm COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS EXEL 2012.12.31 Exhibit 10.25

Exhibit 10.25

COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS

Exelixis, Inc.

2013 Cash Compensation for Non-Employee Directors



Board of Directors	Retainer Fee	$20,000
	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.

Exelixis, Inc.

2013 Equity Compensation for Non-Employee Directors



Board of Directors	Initial Option Grant*	Number of Options	50,000
	Annual Option Grant	Number of Options	30,000

* For new directors only.