Kips Bay Medical, Inc. Fiscal 2012 Director Compensation Plan
Kips Bay Medical, Inc. established a compensation plan for its non-employee directors for the year ending December 31, 2012. Under this plan, directors receive annual cash retainers for board and committee service, with additional fees for committee chairs. Each non-employee director also receives a grant of 15,000 shares of restricted stock, which vests after one year. The plan aims to compensate directors for their service and align their interests with shareholders.
Exhibit 10.52
Kips Bay Medical, Inc. Fiscal 2012 Director Compensation Plan
For the twelve month period ending December 31, 2012, each non-employee director of Kips Bay Medical, Inc. (the “Company”) is eligible to receive compensation pursuant to the Fiscal 2012 Director Compensation Plan as follows:
Director Fees
Each non-employee director will receive an annual retainer of $18,000. Each member of the audit committee will receive a retainer of $6,000, each member of the compensation committee will receive a retainer of $3,000 and each member of the nominating and governance committee will receive a retainer of $2,000. In addition, the chair of the audit committee will receive an additional $10,000 and the chair of the compensation committee will receive an additional $5,000 for service as chair.
Restricted Stock Grants
In addition to the director fees provided above, each non-employee director receives restricted stock in recognition of each director’s service to the Company and to further align director and stockholder interests. On December 13, 2011 each non-employee director received a grant of 15,000 shares of restricted stock pursuant to the Company’s 2007 Long-Term Incentive Plan. The restrictions on such restricted stock will lapse one year from the grant date.
