Intarcia Therapeutics, Inc. Outside Director Compensation Arrangement for Non-Employee Directors
This agreement outlines the compensation for non-employee directors of Intarcia Therapeutics, Inc. Non-employee directors receive annual cash payments, additional fees for attending meetings, and extra compensation for serving on or chairing board committees. They are also eligible for stock options under the company's equity incentive plans, with specific grants provided after the company's initial public offering. The arrangement details the amounts and timing of these payments and grants, ensuring directors are compensated for their service and participation.
Exhibit 10.22
INTARCIA THERAPEUTICS, INC.
OUTSIDE DIRECTOR COMPENSATION ARRANGEMENT
FOR SERVICES AS A NON-EMPLOYEE DIRECTOR
CASH COMPENSATION
Each non-employee Director shall receive for his or her services as a Director of Intarcia Therapeutics, Inc. (the “Company”), annual cash compensation of $15,000 per year, payable quarterly, and $750 for each meeting attended in person and $375 for each meeting attended by telephone, payable following such meeting.
Each non-employee Director serving on the Audit Committee, Compensation Committee and/or Nominating and Corporate Governance Committees of the Board of Directors of the Company shall receive for his or her services on each such committee annual compensation of $7,500 per year, payable quarterly.
The Chairperson of the Audit Committee of the Board of Directors of the Company shall receive for his or her services as the Chairperson of the Audit Committee, annual cash compensation of $15,000 per year, payable quarterly.
The Chairperson of the Compensation Committee of the Board of Directors of the Company shall receive for his or her services as the Chairperson of the Compensation Committee, annual cash compensation of $3,000 per year, payable quarterly.
The Chairperson of the Nominating and Corporate Governance Committee of the Board of Directors of the Company shall receive for his or her services as the Chairperson of the Nominating and Corporate Governance Committee, annual cash compensation of $3,000 per year, payable quarterly.
EQUITY COMPENSATION
Each non-employee Director will be eligible to participate in the Company’s equity incentive plans. Following the completion of the Company’s initial public offering:
• any non-employee Director who first becomes a Director following the initial public offering will receive an initial option to purchase 15,000 shares of common stock;
• each non-employee Director will receive an annual option to purchase 15,000 shares of common stock on the day following each annual meeting of the Company’s stockholders, commencing with the Company’s annual meeting of stockholders in 2006; and
• each non-employee Director serving on the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive an annual option to purchase 6,000 shares of common stock for each committee on which he or she serves on the day following each annual meeting of the Company’s stockholders, commencing with the Company’s annual meeting of stockholders in 2006.
