Momenta Pharmaceuticals Non-Employee Director Compensation Summary (2006)
This document outlines the compensation structure for non-employee directors of Momenta Pharmaceuticals, Inc. for 2006. Non-employee directors receive stock options upon appointment and annually, with vesting tied to continued service. They are also paid an annual retainer of $25,000, with additional fees for serving as Chairman or on Board committees. All retainer payments are made quarterly, and directors are reimbursed for reasonable travel and related expenses incurred while attending Board meetings.
Exhibit 10.15
Non-Employee Director Compensation Summary
Momenta Pharmaceuticals, Inc.’s (the “Company’s”) non-employee directors are currently: (i) Peter Barrett; (ii) Peter Barton Hutt; (iii) Christoph H. Westphal; (iv) Bennett M. Shapiro; (v) John K. Clarke; (vi) Robert S. Langer, Jr.; (vii) Stephen T. Reeders; (viii) Ram Sasisekharan; and (ix) Marsha H. Fanucci. On March 7, 2006, the Company’s Board of Directors (the “Board”) approved a revised compensation structure for the Company’s non-employee directors as follows:
Grant of Options Upon Appointment
Each non-employee director appointed after the 2006 annual meeting of stockholders will automatically receive an option to purchase up to 30,000 shares of the Company’s common stock upon appointment to the Board. These options will vest quarterly over the three years following the grant date, subject to such director’s continued service on the Board.
Grant of Additional Stock Options
In connection with the Nominating and Corporate Governance Committee’s annual evaluation, non-employee directors who served on the Board during fiscal year 2005 and who will continue to serve on the Board during fiscal year 2006 will be granted an option to purchase up to 19,200 shares of the Company’s common stock at the 2006 annual meeting of stockholders. These options will vest quarterly over the year following the grant date, subject to the non-employee director’s continued service on the Board.
Payment of Retainer Fee; Reimbursement of Travel and Other Expenses
In addition to an option grant, each non-employee director is entitled to receive an annual retainer of $25,000 for his or her service on the Board during 2006. Additional amounts will be paid as follows:
| Position |
| Additional |
| |
|
|
|
|
| |
| Non-Employee Chairman of the Board |
| $ | 25,000 |
|
| Audit Committee Chair |
| $ | 10,000 |
|
| Audit Committee Members (other than the Chair) |
| $ | 7,500 |
|
| Compensation Committee, Nominating and Corporate Governance Committee Chairs and Members (no additional fees shall be paid to members serving on both the Compensation and the Nominating and Corporate Governance Committees) |
| $ | 5,000 |
|
All retainer amounts shall be paid quarterly during fiscal year 2006. Non-employee directors also receive reimbursement for reasonable travel and other expenses in connection with attending Board meetings during 2006.
