OXiGENE, INC. AMENDEDAND RESTATED DIRECTOR COMPENSATION POLICY
Exhibit 10.4
OXiGENE, INC.
AMENDED AND RESTATED
DIRECTOR COMPENSATION POLICY
The Board of Directors (the Board) of OXiGENE, Inc. (the Company) has approved the following amended and restated policy (the Policy) which establishes compensation to be paid to non-employee directors of the Company to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Companys Board. Each such director will receive a fee payable in cash and equity as compensation for his or her services, all as further set forth herein.
Applicable Persons
This Policy shall apply to each director of the Company who is not an employee of the Company or any parent or subsidiary of the Company (each, an Outside Director).
Equity Grants
Annual Equity Grants
Starting with the date of the 2015 annual meeting of stockholders of the Company, each Outside Director shall be granted a non-qualified stock option to purchase shares of the Companys common stock, $0.01 par value per share (the Common Stock), valued at $40,000 on the date of grant (the Annual Equity Grant), under the OXiGENE, Inc. 2005 Stock Plan, as amended (or the Companys then applicable stockholder-approved stock plan) (the Stock Plan). Options issued pursuant to the Annual Equity Grant shall be issued to each Outside Director automatically, without further action by the Board or the Compensation Committee, on the date of each annual meeting of stockholders of the Company (the Date of Grant).
New Director Grants
If an Outside Director who has not previously served as a member of the Board (a New Director) is elected or appointed, the New Director shall be granted an option valued at $50,000 on the date of grant under the Stock Plan, on or shortly after the first date of his or her service (the New Director Grant); provided, however, that no New Director Grant shall occur until after the date of the 2015 annual meeting of stockholders of the Corporation.
Terms of Options
Unless otherwise specified by the Board or the Compensation Committee of the Board (the Compensation Committee) at the time of grant, (i) options granted as Annual Equity Grants shall vest in full one (1) year from the Date of Grant, subject to the Outside Directors continued service on the Board as of the vesting date; (ii) options granted as New Director Grants shall vest over a three (3) year period, subject to the New Directors continued service on the Board as of each vesting date; (iii) each Annual Equity Grant and New Director Grant shall have an exercise price equal to the closing price of the Common Stock on The NASDAQ Capital
Market (or other applicable trading market) on the date of grant, or if the date of grant is not a trading day, the closing price on the next trading day following the date of grant; (iv) each option shall have a term of six (6) years; (v) the number of options to be received pursuant to an Annual Equity Grant or a New Director Grant shall be calculated using the Black-Scholes valuation method and (vi) each Annual Equity Grant and New Director Grant shall be subject to the terms and conditions of the Stock Plan and shall contain such other terms and conditions as the Board or the Compensation Committee may determine.
Cash Fees
Annual Cash Payments
Effective July 1, 2014, the following annual cash fees shall be paid to the Outside Directors serving on the Board and the Audit Committee of the Board, the Compensation Committee, and the Nominating and Governance Committee of the Board, as applicable.
Board or Committee of Board | Annual Cash Retainer Amount | |
Chairperson of the Board | $60,000 | |
Member of the Board (other than the Chairperson) | $40,000 | |
Audit Committee Chairperson (in addition to compensation as a Member of the Board) | $15,000 | |
Compensation Committee Chairperson (in addition to compensation as a Member of the Board) | $10,000 | |
Nominating and Governance Committee Chairperson (in addition to compensation as a Member of the Board) | $8,000 |
Payment Terms for All Cash Fees
Cash payments payable to Outside Directors shall be paid quarterly in advance on the first day of each fiscal quarter. If a new Outside Director commences service on a date other than the first day of a fiscal quarter, such new Outside Director shall receive his or her cash compensation for such fiscal quarter pro rated on or shortly after his or her first date of service.
Expenses
Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board, committees thereof or in connection with other Board-related business.
Amendments
The Board shall review this Policy from time to time to assess whether the type and amount of compensation provided for herein should be adjusted in order to fulfill the objectives of this Policy.
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