COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS
EXHIBIT 10.46
COMPENSATION INFORMATION FOR NON-EMPLOYEE DIRECTORS
The tables below provide information regarding the current annual cash compensation amount and equity compensation for Non-Employee Directors of Exelixis, Inc. Directors who are employees of Exelixis do not receive additional compensation for director services.
2006 Cash Compensation for Non-Employee Directors
| Board of Directors | Retainer Fee | $ | 20,000 | ||
| Additional Chair Retainer Fee | $ | 10,000 | |||
| Regular Meeting Fee | $ | 2,500 | |||
| Special Meeting Fee1 | $ | 500 | |||
| Audit Committee | Retainer Fee | $ | 6,000 | ||
| Additional Chair Retainer Fee | $ | 6,000 | |||
| Meeting Fee2 | $ | 1,000 | |||
| Compensation Committee | Retainer Fee | $ | 5,000 | ||
| Additional Chair Retainer Fee | $ | 2,500 | |||
| Meeting Fee2 | $ | 1,000 | |||
| Nominating & Corporate Governance Committee | Retainer Fee | $ | 5,000 | ||
| Additional Chair Retainer Fee | $ | 2,500 | |||
| Meeting Fee2 | $ | 1,000 | |||
| Research & Development Committee | Retainer Fee | $ | 10,000 | ||
| Additional Chair Retainer Fee | $ | 10,000 | |||
| Meeting Fee2 | $ | 5,000 | |||
| 1 | Meeting at which minutes are generated. |
| 2 | In-person meeting or teleconference at which minutes are generated. |
2006 Equity Compensation for Non-Employee Directors
| Board of Directors | Initial Option Grant3 | Number of Options | 25,000 | |||
| Annual Option Grant | Number of Options | 10,000 |
| 3 | For new directors only. |
Except as provided above, all other terms and conditions regarding compensation for Non-Employee Directors remain as outlined in the Company’s Proxy Statement for the 2005 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 18, 2005. Information regarding compensation for Non-Employee Directors will also be provided in the Company’s Proxy Statement for the 2006 Annual Meeting of Stockholders which will be filed with the Securities and Exchange Commission in March 2006.
