Non-Employee Director Compensation Summary for Board Service
This document outlines the compensation for non-employee directors of the company. Upon joining the Board, each non-employee director receives stock options that vest over three years. Directors who continue to serve after the annual meeting receive additional stock options that vest over one year. Directors are also paid an annual retainer of $30,000, with extra fees for serving as committee chairs or members. All retainer payments are made quarterly, and directors are reimbursed for reasonable travel and related expenses incurred while attending Board meetings.
Exhibit 10.25
Non-Employee Director Compensation Summary
The compensation structure for the Company’s non-employee directors as follows:
Grant of Options Upon Appointment
Each new non-employee director 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 the then-current fiscal year and who will continue to serve on the Board following the annual meeting will be granted an option to purchase up to 15,000 shares of the Company’s common stock at the 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 $30,000 for his or her service on the Board. Additional amounts will be paid as follows:
| Position |
| Additional |
|
|
|
|
|
|
| Non-Employee Chairman of the Board |
| $30,000 |
|
| Audit Committee Chair |
| $17,000 |
|
| Audit Committee Members (other than the Chair) |
| $8,000 |
|
| Compensation Committee Chair |
| $12,000 |
|
| Compensation Committee Members (other than the Chair) |
| $6,000 |
|
| 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 shall be paid quarterly during the fiscal year. Non-employee directors also receive reimbursement for reasonable travel and other expenses in connection with attending Board meetings.
