Vertex Pharmaceuticals Incorporated Summary of Non-Employee Director Compensation Policy (Effective March 14, 2005)
This policy outlines the compensation for non-employee directors of Vertex Pharmaceuticals Incorporated. Non-employee directors receive an annual cash retainer, additional fees for attending board and committee meetings, and extra retainers for committee chairs. They are also granted stock options upon joining the board and annually thereafter, with specific vesting schedules and exercise prices based on the company's stock value. The policy details the amounts and conditions for each type of compensation, ensuring transparency and consistency in director remuneration.
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Exhibit 10.44
VERTEX PHARMACEUTICALS INCORPORATED
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Effective as of March 14, 2005, the annual cash compensation for non-employee directors serving on the Board of Directors includes an annual retainer of $25,000, payable in quarterly installments, plus $2,500 for each Board meeting attended and $500 for each committee meeting attended on a regular Board meeting day. If a committeee meeting is held on a day other than a regular Board meeting day, the meeting fee is $1,000. Meetings held by conference call are compensated at the rate of $375 per meeting. The Chair of the Corporate Governance and Nominating Committee receives a $20,000 annual retainer. The Chair of the Audit Committee receives a $15,000 annual retainer. The Chair of the Management Development and Compensation Committee receives a $10,000 annual retainer.
Under the 1996 Stock and Option Plan, each non-employee director, upon initial election or appointment to the Board, receives a non-qualified option to purchase 20,000 shares of Common Stock at an exercise price equal to the Common Stock's then fair market value. Those options vest quarterly over a four-year period from the date of grant, based on continued service on the Board. Each non-employee director in office on June 1 of any year also receives a non-qualified option to purchase 10,000 shares of Common Stock under the 1996 Stock and Option Plan, exercisable immediately at a price equal to the fair market value per share of the Company's Common Stock on the date of grant.
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