Penwest Pharmaceuticals Board of Directors Compensation Plan Summary

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Summary

This document outlines the compensation plan for directors of Penwest Pharmaceuticals. Directors receive an initial grant of 20,000 restricted shares vesting over four years, and annual grants of either stock options or restricted shares, with additional grants every four years. Directors also receive annual retainers and committee fees, which can be taken in cash or restricted stock. All unvested equity vests immediately if there is a change in control of the company. Fees are paid quarterly, and vesting is pro-rated if a director leaves before their term ends.

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EX-10.19 2 b53291ppexv10w19.txt EX-10.19 SUMMARY DESCRIPTION OF DIRECTORS COMPENSATION . . . EXHIBIT 10.19 PENWEST BOARD COMPENSATION
EQUITY REVISED COMPENSATION (3) - ---------------- -------------------------------------------------------- Initial Grant 20,000 shares restricted stock, vesting 25% a year for 4 years. The date of grant will be day the director is initially elected to the Board. Annual Grant (2) Election of either: (1) Options to purchase 12,000 shares or (2) 6,000 shares of restricted stock, in each case 1 year vest; election to be made by director days prior to grant date. The date of grant will be the first business day of each year. Every 4 years 12,000 shares of restricted stock every 4 years upon final vesting of the Initial Grant for new directors or the last 4 year grant
ANNUAL FEES (4)(5) CASH OR RESTRICTED STOCK - -------------------------------------------- -------------------------- Annual Director Retainer $ 20,000 Lead Director (6) 15,000 Audit Chair 15,000 Compensation Chair 10,000 Other Committee Chairs 10,000 Start Jan 1st Audit Committee Non-Chair member 5,000 Compensation Committee Non-Chair member 3,000 Executive Committee Non-Chair member 3,000 Nominating & Gov. Committee Non-Chair member 3,000 BOARD & MEETING FEES Board in person $ 1,500 Board telephonic (discretion of Chairman) $ 500-1,000
NOTES: 1. All stock options granted will have an exercise price equal to average of the high and low trading price of the Company's common stock on the date of grant. 2. All restricted stock grants will be made without requiring payment of additional consideration by the director. 3. All unvested options and restricted stock will vest in full upon a change in control of the Company. 4. Election can be made to receive fees in cash or restricted stock (or both). The number of shares will be determined by dividing the fees to be paid in stock by the average of the high and low trading price of the company's common stock on the date of grant. The date of grant will be the date on which the fees were earned. 5. Annual fees are paid in quarterly installments in the first business day of each calendar quarter. 6. The Lead Director fee is in addition to the Annual Director Retainer. Vesting of stock or options will be pro-rated for people leaving the Board prior to the end of their term.