Summary of The Medicines Company Board of Directors Compensation
Exhibit 10.1
Summary of The Medicines Company Board of Directors Compensation
On April 17, 2007, the Board of Directors of The Medicines Company (the “Company”) adopted new terms of compensation for its non-employee directors as described below. The new compensation arrangements became effective on April 18, 2007.
Cash Compensation
The following table describes the cash compensation for each non-employee director. The cash compensation is payable on a quarterly basis.
| Type of Fee |
| Amount |
| |
|
|
|
|
| |
| Annual Retainer |
| $ | 25,000 |
|
|
|
|
|
| |
| Additional Annual Retainer for Lead Director |
| $ | 10,000 |
|
|
|
|
|
| |
| Attendance for each board meeting attended in person |
| $ | 3,000 |
|
|
|
|
|
| |
| Attendance for each board meeting attended by telephone |
| $ | 1,000 |
|
|
|
|
|
| |
| Additional annual retainer for chairman of audit committee |
| $ | 12,000 |
|
|
|
|
|
| |
| Additional annual retainer for chairman of nominating and corporate governance committee |
| $ | 6,000 |
|
|
|
|
|
| |
| Additional annual retainer for chairman of compensation committee |
| $ | 9,000 |
|
|
|
|
|
| |
| Annual Retainer for Committee Members |
|
|
| |
|
|
|
|
| |
| Audit Committee |
| $ | 4,000 |
|
|
|
|
|
| |
| Compensation Committee |
| $ | 3,000 |
|
|
|
|
|
| |
| Nominating and Corporate Governance Committee |
| $ | 2,000 |
|
|
|
|
|
| |
| Attendance for each committee meeting attended in person |
| $ | 1,500 |
|
|
|
|
|
| |
| Attendance for each committee meeting attended by telephone |
| $ | 500 |
|
In addition, directors are reimbursed for travel and out-of-pocket expenses in connection with their attendance at board meetings.
Equity Compensation
Each non-employee director is eligible to receive stock options and shares of restricted stock under our 2004 plan. The following table describes the equity compensation for each non-employee director:
| Type of Grant |
| Number of Options |
| Number of Restricted Shares |
| Grant Date |
| Vesting Schedule |
| Initial Option Grant |
| 20,000 |
| N/A |
| The date the director is initially elected to the board |
| 36 equal monthly installments beginning on the date one month after the grant date |
|
|
|
|
|
|
|
|
|
|
| Annual Equity Grant |
| 7,500 |
| 3,750 |
| The date of the annual meeting of stockholders |
| Stock options vest 12 equal monthly installments beginning on the date one month after the grant date
Restricted stock vests in one installment 12 months after the grant date |
These options have an exercise price equal to the closing price of the Company’s common stock on the NASDAQ Global Select Market on the date of grant and have a ten-year term. All vested options will be exercisable at any time prior to the first anniversary of the date the director ceases to be a director. In addition to the annual grant of an option to purchase 7,500 shares of common stock and 3,750 shares of restricted stock, the lead director receives an annual grant of an option to purchase 5,000 shares of the Company’s common stock on the date of the Company’s annual meeting of stockholders.
