Exelixis, Inc. 2012 Non-Employee Director Compensation Program
This document outlines the 2012 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 and providing annual stock option grants to all non-employee directors. The program sets clear amounts for each type of compensation and applies to directors who are not company employees.
Exhibit 10.26
EXELIXIS, INC.
2012 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.
2012 EQUITY COMPENSATION FOR NON-EMPLOYEE DIRECTORS
| Board of Directors | Initial Option Grant* | Number of Options | 25,000 | |||||
| Annual Option Grant | Number of Options | 15,000 |
| * | For new directors only. |
