Millennium Pharmaceuticals, Inc. Description of Non-Employee Director Compensation

Contract Categories: Human Resources - Compensation Agreements
EX-10.26 3 a07-5114_1ex10d26.htm EX-10.26

Exhibit 10.26

Millennium Pharmaceuticals, Inc.
Description of Non-Employee Director Compensation

We do not pay directors who are also Millennium employees any additional compensation for their service as a director. We do pay our non-employee directors for their service as directors.

Each year, the Board Governance Committee reviews the compensation we pay to our non-employee directors. The Committee compares our Board compensation to compensation paid to non-employee directors by similarly sized public companies in similar businesses. The Committee also considers the responsibilities that we ask our Board members to assume and the amount of time required to perform those responsibilities.

Below we show the rate of compensation that we pay to our non-employee directors.

Cash Compensation

Beginning in 2007, directors may choose to receive all or a portion of their annual retainer in the form of Millennium common stock.

Each director who is not an employee of Millennium receives:

Type of Fee

 

Amount

 

For each

 

Annual retainer:

 

$

40,000

 

Year of service

 

Additional annual retainer for chairman of the board:

 

$

20,000

 

Year of service

 

Additional annual retainer for vice chairman of the board:

 

$

10,000

 

Year of service

 

Additional annual retainer for chairman of audit committee:

 

$

10,000

 

Year of service

 

Additional annual retainer for committee chairman (other than audit chairman):

 

$

5,000

 

Year of service

 

Attendance:

 

$

2,000

 

Board meeting
attended in person

 

 

 

$

1,000

 

Board meeting by
conference telephone

 

 

 

$

1,000

 

Board committee
meeting attended
in person

 

 

 

$

750

 

Board committee
meeting by conference
telephone

 

 

Millennium also reimburses non-employee directors for reasonable travel and out-of-pocket expenses in connection with their service as directors.

Stock Compensation

In addition to Millennium Common Stock that a director may choose to receive in lieu of all or a portion of the cash retainer, under the option program for directors adopted by the Board, our non-employee directors receive stock option grants as follows:

 

Number
of shares

 

Granted
in three
installments on

 

Vesting
schedule

 

Initial Option Grant:

 

35,000

 

the date the director is first
elected, one month later and
two months later

 

vest on a monthly
basis beginning one
month from the date
of election and
become fully vested
on the fourth anniversary
of the date of election

 

Annual Option Grant:

 

15,000

 

May 1st, June 1st and
July 1st of each year,
prorated for service on the
Board of less than one year

 

1/12th monthly

 

Non-employee Chairman of

 

 

 

 

 

 

 

the Board:

 

10,000

 

the dates of the annual
option grant

 

1/12th monthly

 

Chairman of audit

 

 

 

 

 

 

 

committee:

 

5,000

 

the dates of the annual
option grant

 

1/12th monthly

 

Committee chairman (other

 

 

 

 

 

 

 

than audit chairman):

 

2,500

 

the dates of the annual
option grant

 

1/12th monthly

 

Vice Chairman of the

 

 

 

 

 

 

 

Board:

 

5,000

 

the dates of the annual
option grant

 

1/12th monthly