ViroPharma Board Compensation Policy for Non-Executive and Unaffiliated Directors
This policy outlines the compensation for ViroPharma board members who are not executive officers and are not affiliated with entities that have the right to appoint directors. Eligible directors receive an annual cash retainer of $7,500, meeting fees for board and committee participation, reimbursement for travel expenses, and stock option grants. Upon initial election, directors receive options for 25,000 shares vesting over three years, plus annual grants of 10,000 shares vesting after one year. In the first year, directors receive a pro-rated annual grant in addition to the initial grant.
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, shall receive a cash retainer of $7,500 annually. These directors shall receive $1,500 for each board meeting, and $1,000 ($1,500 for committee chairs) for each committee meeting, plus travel expenses, for each board and committee meeting that they attend.
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, 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.
