NMT Medical, Inc. Non-Employee Director Compensation Arrangement (as of March 12, 2008)
NMT Medical, Inc. has established a compensation program for its non-employee directors, effective March 12, 2008. Non-employee directors receive an initial stock option grant of 20,000 shares and annual option grants upon re-election. Additional stock options are awarded for committee service. Directors also receive an annual cash retainer of $25,000, with extra payments for serving as Chairman, Lead Director, or on specific committees. The arrangement outlines the compensation structure and eligibility for directors who are not otherwise compensated by the company.
Exhibit 10.38
REVISED SUMMARY OF COMPENSATION ARRANGEMENT
APPLICABLE TO THE COMPANYS NON-EMPLOYEE DIRECTORS
As of March 12, 2008, the following represents the compensation program for non-employee directors of NMT Medical, Inc. (the Company) who are not otherwise compensated by the Company:
| an option to purchase 20,000 shares of the Companys Common Stock (the Common Stock) upon initial election and an option to purchase 5,000 shares (7,000 shares for the Companys Lead Director) of Common Stock annually thereafter upon re-election at the Companys annual meeting of stockholders; |
| following each annual meeting of stockholders, each eligible director who served as a member of a committee of the Board of Directors during the preceding fiscal year is granted an additional option to purchase (i) 2,000 shares of Common Stock if such director served as chairperson of such committee or (ii) 1,000 shares of Common Stock if such director did not serve as chairperson of such committee; |
| $25,000 per year for their services as directors; |
| an additional $14,000 per year to serve as the Chairman of the Board; |
| an additional $4,000 per year to serve as Lead Director |
| an additional $7,000 per year to serve on the Audit Committee; |
| an additional $5,000 per year to serve on the Joint Compensation and Options Committee or Nominating and Governance Committee; and |
| an additional $4,000 per year to serve as a committee chairperson. |