Non-Employee Director Compensation Summary
Exhibit 10.13
Non-Employee Director Compensation Summary
The compensation program for non-employee directors of Momenta Pharmaceuticals, Inc. (the Company) is summarized as follows:
Grant of Options Upon Appointment
Each new non-employee director receives an option to purchase 30,000 shares of the Companys common stock upon election or appointment to the Companys Board of Directors (the Board), with 1/3 of such option vesting on the first anniversary of the date of election or appointment and an additional 8 1/3% vesting at the end of every three-month period thereafter, subject to the directors continued service to the Company. Each such option is granted pursuant to, and subject to the terms of, the Companys incentive award plan and a stock option award agreement in substantially the form of the Companys standard stock option agreement approved by the Board.
Grant of Additional Stock Options
Each non-employee director who served as a director in the previous year receives an option to purchase 17,750 shares of the Companys common stock on the date of each annual meeting of the Companys stockholders, such option vests in full on the first anniversary of the grant date, subject to the directors continued service to the Company. Each such option is granted pursuant to, and subject to the terms of, the Companys incentive award plan and a stock option award agreement in substantially the form of the Companys standard stock option agreement approved by the Board.
Payment of Retainer Fee; Reimbursement of Travel and Other Expenses
Each non-employee director is entitled to receive an annual retainer for his or her service on the Board as well as additional fees for committee service as follows:
Position |
| Fees |
Annual Retainer |
| $40,000 |
Non-Employee Chairman of the Board |
| $30,000 |
Audit Committee Chair |
| $20,000 |
Audit Committee Members (other than the Chair) |
| $10,000 |
Compensation Committee Chair |
| $15,000 |
Compensation Committee Members (other than the Chair) |
| $7,500 |
Nominating and Corporate Governance Committee Chair |
| $12,000 |
Nominating and Corporate Governance Committee Members (other than the Chair) |
| $6,000 |
Science Committee Chair |
| $10,000 |
Science Committee Members |
| $7,500 |
Additional Payments to Science Committee Chair and Members |
| $3,000 for each all day session attended (up to a maximum of $15,000 per year) that is in addition to the standard quarterly meetings of the Scientific Committee |
All retainer amounts are paid quarterly in arrears during the fiscal year. Non-employee directors also receive reimbursement for reasonable travel and other expenses in connection with attending Board meetings.