GeneLogic Non-Employee Director Compensation Summary

Summary

This document outlines the compensation structure for non-employee directors of GeneLogic. Directors receive annual retainers, meeting fees, and stock option grants, with higher compensation for the Board Chairman and committee chairmen. Stock options are subject to vesting schedules, plan share availability, and may accelerate upon a change of control. The agreement also specifies the terms for option exercise and expiration if a director leaves the board or in the event of death.

EX-10.6 2 a4789759ex106.txt EXHIBIT 10.6(A) GENELOGIC EXHIBIT 10.6a
Summary of Non-Employee Director Compensation --------------------------------------------- Annual Retainer (Directors other than Chairman) $25,000 Board Chairman Annual Retainer $50,000 Committee Chairman Annual Retainer Audit Committee $10,000 Compensation Committee $10,000 Nominating and Corporate Governance Committee $ 5,000 Board Meeting Fee $ 1,500 per meeting Committee Meeting Fee (if not held with regular Board mtg.) $ 1,000 Initial Director Stock Option Grant upon election (#) 30,000* Initial Chairman Stock Option Grant upon election (#) 60,000 (less shares from initial grant upon prior election to Board)** Annual Director Stock Option Grant (#) 15,000*** Annual Chairman Stock Option Grant (#) 20,000***
- ----------------- * Subject to sufficient plan shares, exercise price at fair market value on date of grant, vesting in four equal annual increments commencing on first anniversary of date of grant or upon a change of control and similar events, ten year term, terminates 12 mos. after no longer a Director or 18 mos. in case of death. ** Subject to sufficient plan shares, exercise price at fair market value on date of grant, vesting in three equal annual increments commencing on first anniversary of date of grant or upon a change of control and similar events, ten year term, terminates 12 mos. after no longer a Director or 18 mos. in case of death. *** Subject to sufficient plan shares and stockholder approval of the Chairman grant; exercise price at fair market value on date of grant, vesting in full on first anniversary of grant date or upon a change of control and similar events, terminates 12 mos. after no longer a Director or 18 mos. in case of death.