Minerva Neurosciences, Inc. Non-Employee Director Compensation Plan Approved: June 17, 2015 Effective: July 1, 2015
Exhibit 10.1
|
Minerva Neurosciences, Inc.
Non-Employee Director Compensation Plan
Approved: June 17, 2015
Effective: July 1, 2015
Effective as of July 1, 2015, each non-employee member of the board of directors (the Board) of Minerva Neurosciences, Inc. (the Company) will receive an annual cash retainer of $30,000 and the Chairman of the Board will receive an additional annual cash retainer of $50,000. The chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive additional annual cash retainers of $15,000, $10,000 and $7,000, respectively. Other members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive additional annual cash retainers of $7,500, $5,000 and $3,500, respectively. Each newly elected non-employee director will also receive a one-time grant of an option to purchase 25,000 shares of the Companys common stock promptly following election or appointment to the Board (the Director Welcome Options). The Director Welcome Options will vest quarterly over three years, provided that the applicable non-employee director is, as of such vesting date, then a director of the Company. In addition, each non-employee director will be granted options to purchase 12,500 shares of the Companys common stock per year (the Annual Grants). The Annual Grants will vest in equal quarterly installments over one year, provided that the applicable non-employee director is, as of such vesting date, then a director of the Company. Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or of any committee thereof.
The following is a summary of the terms of this Non-Employee Director Compensation Plan:
Cash
| Annual retainer for Chairman of the Board $80,000 |
| Annual retainer per Board member (other than Chairman) $30,000 |
| Committee chair annual retainers: |
¡ | $15,000 Audit |
¡ | $10,000 Compensation |
¡ | $ 7,000 Nominating and Governance |
| Committee member annual retainers: |
¡ | $7,500 Audit |
¡ | $5,000 Compensation |
¡ | $3,500 Nominating and Governance |
| Retainers are paid on a quarterly basis. |
Stock Options
| Initial grant per Board member 25,000 options vesting quarterly over 3 years, provided that the applicable non-employee director is, as of such vesting date, then a director of the Company |
| Annual grant per Board member 12,500 options vesting quarterly over 1 year, provided that the applicable non-employee director is, as of such vesting date, then a director of the Company |