Icoria Director Compensation Arrangements for Non-Employee Directors
Icoria has established compensation arrangements for its non-employee directors, providing an annual fee of $25,000 and reimbursement for reasonable expenses related to Board and Committee meetings. The Chairman of the Board receives a 50% premium, and the Chairmen of the Audit and Compensation Committees receive a 20% premium, with certain exclusions to prevent duplicate premiums. Non-employee directors are also granted stock options quarterly, which vest over 36 months but become fully vested if there is a change in control. Employee directors do not receive additional compensation for Board service.
Exhibit 10.43
Director Compensation Arrangements
The directors of Icoria who are also employees receive no compensation for serving on the Board of Directors.
Icoria has an arrangement to pay each of its non-employee directors a fee of $25,000 per year. Icoria also reimburses its non-employee directors for reasonable expenses incurred in attending Board and Committee meetings. With the following exceptions, the Chairman of the Board is eligible to receive a 50% premium over the standard fee and the Audit Committee and Compensation Committee Chairmen are eligible to receive a 20% premium over the standard fee. This excludes duplicate premiums to the Compensation Committee Chairman and the Chairman of the Board.
Quarterly, each non-employee director receives an option to purchase 2,500 shares each quarter upon grants by the Compensation Committee, except for the Chairman of the Board, who receives an option to purchase 3,000 shares. These options vest in equal monthly increments over 36 months. Upon a change in control these options become fully vested.
