NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(Effective Fiscal Year 2012)
The following is a description of the standard compensation arrangements under which our non-employee directors are compensated for their service as directors, including as members of the various committees of our Board.
|Annual Retainer (all members)||$60,000|
|Chairman of the Board||$100,000 additional retainer|
|Committee Chair Compensation|
|Audit Committee||$25,000 additional retainer|
|Compensation Committee||$15,000 additional retainer|
|Nominating and Governance Committee||$15,000 additional retainer|
|Committee Member Compensation|
|Audit Committee (1)||$12,000 additional retainer|
|Compensation Committee (1)||$7,500 additional retainer|
|Nominating and Governance Committee (1)||$7,500 additional retainer|
|Strategic Committee||$5,000 additional retainer|
(1) Other than each Committee Chair
Board Meetings: In addition to the annual retainer amounts, we pay each non-employee director a per-meeting cash fee of $2,000 for attendance at Board meetings in excess of five in-person meetings and four telephonic meetings per fiscal year.
Committee Meetings other than Strategic Committee: We pay each non-employee director a per-meeting cash fee of $2,000 for attendance at committee meetings in excess of four meetings (per each committee), whether in person or telephonic, per fiscal year.
Strategic Committee: No per meeting fees.
All directors are also reimbursed for their out-of pocket expenses incurred in attending meetings.
Stock Option, Restricted and Unrestricted Stock Grants and Other-Stock-Based Awards
Under our 2010 Employee, Director and Consultant Equity Incentive Plan (the 2010 Plan), our non-employee directors may be awarded stock options, restricted and unrestricted stock grants and/or other stock-based awards. As recommended and determined by our Compensation Committee, and approved by our Board of Directors, on each date of our annual meeting of stockholders, the Company shall grant to each non-employee director, other than new non-employee directors appointed within six months of the annual meeting, a non-qualified option to purchase 30,000 shares of common stock of the Company, at an exercise price equal to the closing price of our common stock on the date of grant.
In addition, it is our policy to grant a non-qualified option to purchase 30,000 shares of common stock, at an exercise price equal to the closing price of our common stock on the date of grant, to each new non-employee director upon initial appointment to the Board.
Options granted to our non-employee directors vest in full upon completion of one full year of service on the Board (generally on the earlier of the first anniversary of the date of grant or the date of the
next annual meeting of stockholders). Options granted to our non-employee directors are exercisable after the termination of the directors service on the Board to the extent exercisable on the date of such termination for the remainder of the life of the option. All options granted to our non-employee directors will become fully exercisable upon a change of control of Myriad or upon their death as provided for under our stock option plan.