ViroPharma Board Compensation Policy for Non-Executive and Unaffiliated Directors
This policy outlines the compensation for ViroPharma's non-executive and unaffiliated directors. Eligible directors receive an annual cash retainer of $15,000, with additional retainers for the Chairman and committee chairmen. Directors are also paid for attending board and committee meetings, plus travel expenses. Upon joining the board, eligible directors receive stock options vesting over three years, and annual option grants thereafter. The policy specifies pro-rated grants for directors in their first year. The policy does not apply to executive officers or directors appointed by contractual right.
Exhibit 10.1
ViroPharma Board Compensation Policy
Directors that are non-executive officers of ViroPharma, and directors that are not affiliated with a person or entity that has been granted a contractual right to appoint a director to the Board of Directors (“Eligible Directors”), shall receive a cash retainer of $15,000 annually. The Chairman of the Board shall receive an additional annual retainer of $30,000. The Audit Committee Chairman shall receive an additional annual retainer of $5,000. The Compensation Committee Chairman shall receive an additional annual retainer of $3,500. Eligible Directors shall receive $2,500 for each board meeting attended, provided that no payments shall be made for teleconferences lasting less than one (1) hour, and $1,000 for each committee meeting, plus travel expenses, for each board and committee meeting that they attend.
Eligible Directors shall receive an option grant of 25,000 shares, vesting in equal increments over 3 years, upon his or her initial election to the Board. These directors also shall receive option grants once each year to purchase 10,000 shares of our common stock, vesting in full after one year from the date of grant. In a director’s initial year of service, he or she will be entitled to receive (1) the 25,000 share initial election grant, and (2) a pro-rata portion of the 10,000 share annual grant.
