Director Compensation Program Effective July 1, 2010

EX-10.41 3 b84116exv10w41.htm EX-10.41 exv10w41
Exhibit 10.41
Director Compensation Program
Effective July 1, 2010
     Under our director compensation program, we pay our non-employee directors retainers in cash. Each director receives a cash retainer for service on the board of directors and for service on each committee on which the director is a member. These fees are payable quarterly in arrears and are as follows:
Cash Fees
                 
    Member     Chairman  
    Annual Fee     Annual Fee  
Board of Directors
   $ 35,000       —  
Audit Committee
   $ 7,000     $ 15,000  
Compensation Committee
   $ 7,000     $ 15,000  
Nominating and Corporate Governance Committee
   $ 3,500     $ 7,500  
Scientific Committee
   $ 3,500     $ 7,500  
The Lead Director of the Board of Directors receives an annual fee of $52,500.
Equity Fees
     Our director compensation program also includes a stock-for-fees policy, under which directors have the right to elect to receive common stock in lieu of cash fees. The number of shares to be issued to participating directors is determined on a quarterly basis by dividing the cash fees to be issued in common stock by the fair market value of our common stock, which is the closing price of our common stock, on the first business day of the quarter following the quarter in which the fees were earned.
     Under our director compensation program, upon their initial election to the board of directors, new non-employee directors receive an option grant for 16,000 shares and all non-employee directors receive an annual option grant for 10,000 shares. The annual grants are made on the date of the annual meeting of stockholders. These options vest quarterly over three years from the date of grant, subject to continued service as a director, and are granted under our 2008 Stock Incentive Plan. These options are granted with exercise prices equal to the fair market value of our common stock, which is the closing price of our common stock, on the date of grant and become immediately exercisable in full if there is a change in control of our company.