Millennium Pharmaceuticals, Inc. Description of Non-Employee DirectorCompensation
Exhibit 10.29
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
Each director who is not an employee of Millennium receives:
| Type of Fee |
| Amount |
| For each |
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| Annual retainer: |
| $ | 40,000 |
| Year of service |
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| Additional retainer for non-employee chairman of the board: |
| $ | 20,000 |
| Year of service |
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| Additional annual retainer for vice chairman of the board: |
| $ | 10,000 |
| Year of service |
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| Additional annual retainer for chairman of audit committee: |
| $ | 10,000 |
| Year of service |
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| Additional retainer for committee chair (other than audit chair): |
| $ | 5,000 |
| Year of service |
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| Attendance: |
| $ | 2,000 |
| Board meeting attended in person |
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| $ | 1,000 |
| Board meeting by conference telephone |
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| $ | 1,000 |
| Board committee meeting attended in person |
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| $ | 750 |
| Board committee meeting by conference telephone |
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Millennium also reimburses non-employee directors for reasonable travel and out-of-pocket expenses in connection with their service as directors.
Stock Compensation
Directors also participate in our 2000 Stock Incentive Plan. Under the option program for directors adopted by the Board, our non-employee directors receive stock option grants as follows:
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| Number of |
| Granted in three installments on |
| Vesting |
| 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 |
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| 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 |
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| Non-employee chairman of the board: |
| 10,000 |
| the dates of the annual option grant |
| same as annual grant |
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| Chairman of audit committee |
| 5,000 |
| the dates of the annual option grant |
| same as annual grant |
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| Committee chairman (other than audit chairman): |
| 2,500 |
| the dates of the annual option grant |
| same as annual grant |
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| Vice chairman of the board: |
| 5,000 |
| the dates of the annual option grant |
| same as annual grant |
