Attached files

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EX-10.18 - EX-10.18 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT DATED AS OF SEPTEMBER 18, 2009 - SERACARE LIFE SCIENCES INCb77498exv10w18.htm
EX-10.2.1 - EX-10.2.1 AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN - SERACARE LIFE SCIENCES INCb77498exv10w2w1.htm
EX-10.1.3 - EX-10.1.3 EMPLOYMENT AGREEMENT - GREGORY A. GOULD - SERACARE LIFE SCIENCES INCb77498exv10w1w3.htm
EX-10.1.8 - EX-10.1.8 LETTER AGREEMENT - RONALD R. DILLING - SERACARE LIFE SCIENCES INCb77498exv10w1w8.htm
EX-10.1.4 - EX-10.1.4 LETTER AGREEMENT - GREGORY A. GOULD - SERACARE LIFE SCIENCES INCb77498exv10w1w4.htm
EX-10.1.2 - EX-10.1.2 LETTER AGREEMENT - SUSAN L.N. VOGT - SERACARE LIFE SCIENCES INCb77498exv10w1w2.htm
EX-10.1.1 - EX-10.1.1 EMPLOYMENT AGREEMENT - SUSAN L.N. VOGT - SERACARE LIFE SCIENCES INCb77498exv10w1w1.htm
EX-10.1.10 - EX-10.1.10 LETTER AGREEMENT - KATHERYN E. SHEA - SERACARE LIFE SCIENCES INCb77498exv10w1w10.htm
EX-10.1.12 - EX-10.1.12 LETTER AGREEMENT - WILLIAM J. SMUTNY - SERACARE LIFE SCIENCES INCb77498exv10w1w12.htm
EX-23.1 - EX-23.1 CONSENT OF MAYER HOFFMAN MCCANN P.C. - SERACARE LIFE SCIENCES INCb77498exv23w1.htm
EX-32.1 - EX-32.1 SARBANES-OXLEY ACT SECTION 906 CERTIFICATION OF SUSAN L.N. VOGT AND GREGORY A. GOULD - SERACARE LIFE SCIENCES INCb77498exv32w1.htm
EX-31.1 - EX-31.1 SARBANES-OXLEY ACT SECTION 302 CERTIFICATION OF SUSAN L.N. VOGT - SERACARE LIFE SCIENCES INCb77498exv31w1.htm
EX-31.2 - EX-31.2 SARBANES-OXLEY ACT SECTION 302 CERTIFICATION OF GREGORY A. GOULD - SERACARE LIFE SCIENCES INCb77498exv31w2.htm
10-K - SERACARE LIFE SCIENCES, INC. - SERACARE LIFE SCIENCES INCb77498e10vk.htm
EX-10.19 - EX-10.19 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT DATED AS OF SEPTEMBER 23, 2009 - SERACARE LIFE SCIENCES INCb77498exv10w19.htm
Exhibit 10.3.4
SERACARE LIFE SCIENCES, INC.
Fiscal 2010 Director Compensation Program
     Set forth below are the terms of compensation for members of the Board of Directors (the “Board”) of SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), as well as the terms of compensation for the various committees of the Board, for the fiscal year beginning October 1, 2009.
     The Compensation Committee of the Board is providing for the common stock and options to be granted as set forth below to members of the Board under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”), pursuant to the Compensation Committee’s authority under Section 3 of the 2009 Plan to grant and determine the terms of awards under the 2009 Plan.
     The number of shares of common stock that shall be granted to any Board member shall be equal in number to (1) the dollar amount of the payment to be made in shares of common stock, divided by (2) the greater of U.S. $1.00 or the closing price per share of the Company’s common stock on the first trading day of the quarter when payment is due. The resulting share totals shall be rounded down to the nearest whole share and any fractional amount shall be paid in cash. The remainder shall be paid in cash. In addition, it is the current intention of the Board that each cash payment to a Board member provided herein (other than the reimbursement of expenses in serving as members of the Board and Board committees) shall be payable 20% in common stock of the Company.
     Payments to Board members for fees for meetings of the Board and committees as provided herein shall be no more than $7,500 per fiscal quarter total for all meetings of the Board and committees during the each fiscal quarter of the year.
Compensation for Members of the Board
All Board members (other than Ms. Vogt) shall receive an annual retainer of $10,000 in cash (pro-rated based on the actual period served) and $10,000 in common stock of the Company (pro-rated based on the actual period served), to be paid quarterly in advance.
All Board members (other than Ms. Vogt) shall receive a five-year option to purchase 15,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of the grant, such grant to be made at such time as may be determined by the Board. The Option will have a vesting period of twelve (12) months, which vests quarterly on a pro-rata basis.
For service as Chairman of the Board of Directors, Mr. Davis will receive additional annual compensation of $10,000 in cash (pro-rated based on the actual period served), to be paid quarterly in advance. Mr. Davis will also receive an additional option grant of 10,000 shares.
All Board members (other than Ms. Vogt) shall be reimbursed in cash for their expenses in serving as Board members and shall also be paid a cash fee of (i) $2,000 for each meeting of the

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Board of Directors attended in person, and (ii) $500 for each meeting attended telephonically. Meeting fees will be paid quarterly in arrears.
Compensation for Members of the Audit Committee of the Board
All Audit Committee members other than the Chairman of the committee will receive an annual cash fee of $5,000 (pro-rated for the period served) to be paid quarterly in advance.
The Chairman of the Audit Committee shall receive an annual cash fee of $7,500 (pro-rated for the period served) to be paid quarterly in advance.
All Audit Committee members shall be reimbursed in cash for their expenses in serving as Audit Committee members and shall also be paid a cash fee of (i) $2,000 for each committee meeting attended in person and (ii) $500 for each meeting attended telephonically, unless, in either case, such meeting is scheduled as an adjunct to a scheduled Board of Directors meeting for which the Directors are already being compensated. Meeting fees will be paid quarterly in arrears.
Compensation for Members of the Compensation Committee of the Board
All Compensation Committee members other than the Chairman of the committee will receive an annual cash fee of $2,500 (pro-rated for the period served) to be paid quarterly in advance.
The Chairman of the Compensation Committee shall receive an annual cash fee of $5,000 (pro-rated for the period served) to be paid quarterly in advance.
All Compensation Committee members shall be reimbursed in cash for their expenses in serving as Compensation Committee members and shall also be paid a cash fee of (i) $2,000 for each committee meeting attended in person and (ii) $500 for each meeting attended telephonically, unless, in either case, such meeting is scheduled as an adjunct to a scheduled Board of Directors meeting for which the Directors are already being compensated. Meeting fees will be paid quarterly in arrears.
Compensation for Members of the Nominating and Corporate Governance
Committee of the Board
All Nominating and Corporate Governance Committee members other than the Chairman of the committee will receive an annual cash fee of $2,500 (pro-rated for the period served) to be paid quarterly in advance.
The Chairman of the Nominating and Corporate Governance Committee shall receive an annual cash fee of $5,000 (pro-rated for the period served) to be paid quarterly in advance.
All Nominating and Corporate Governance Committee members shall be reimbursed in cash for their expenses in serving as Nominating and Corporate Governance Committee members and shall also be paid a cash fee of (i) $2,000 for each committee meeting attended in person

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and (ii) $500 for each meeting attended telephonically, unless, in either case, such meeting is scheduled as an adjunct to a scheduled Board of Directors meeting for which the Directors are already being compensated. Meeting fees will be paid quarterly in arrears.

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