Neogen Corporation Summary of Director Compensation for Non-Employee Directors
This document outlines the compensation policy for non-employee directors of Neogen Corporation, effective October 6, 2011. Non-employee directors receive an annual cash retainer, equity in the form of company stock, additional fees for chairing board committees, and meeting attendance fees. They are also reimbursed for expenses related to their duties. Directors who are also employees or officers do not receive this compensation. The policy includes details on stock options granted upon joining the board and annually thereafter, with specified vesting terms.
EXHIBIT 10.6
SUMMARY OF COMPENSATION FOR
THE BOARD OF DIRECTORS OF
NEOGEN CORPORATION
Non-employee directors receive the following compensation:
| Compensation | Amount | |
| Annual Cash Retainer | $24,000 in aggregate, paid quarterly in advance | |
| Annual Equity Retainer (1) | 3,000 shares of Neogen Corporation (the “Company”) common stock | |
| Annual Fee for Audit Committee Chair: | $500 | |
| Annual Fee for Compensation Committee Chair: | $500 | |
| Annual Fee for Corporate Governance Committee Chair: | $500 | |
| Board Meeting Attendance Fee | $1,000 | |
| Committee Meeting Fees | $500 | |
The Company also reimburses members of the Board of Directors for all expenses incurred in attending meetings or performing their duties as directors.
Members of the Board of Directors who are employees or officers of the Company or any of its subsidiaries do not receive any compensation for serving on the Board of Directors or any committees thereof.
Effective October 6, 2011.
| (1) | All non-employee directors are granted non-qualified options to purchase 5,000 shares of Neogen Corporation common stock when first elected to the Board of Directors. These options have ten year lives and three year ratable vesting provisions. Each director is granted 3,000 options to purchase Neogen Corporation common stock annually, with ten year lives and three year ratable vesting provisions. |
