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8-K - CURRENT REPORT - NEKTAR THERAPEUTICS | v168857_8-k.htm |
EX-99.1 - PRESS RELEASE - NEKTAR THERAPEUTICS | v168857_ex99-1.htm |
EXHIBIT
10.1
AMENDED
AND RESTATED
COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS
This is
the Compensation Plan (the “Plan”) for Non-Employee Directors (each a
“Non-Employee Director”) of Nektar Therapeutics (the “Company”). This Plan was
approved by the Board of Directors and made effective June 1, 2006 and amended
and restated by Board of Directors and made effective March 1, 2007 and amended
and restated by Board of Directors March 20, 2008 and made effective as of
January 1, 2008 and amended and restated by the Board of Directors September 15,
2009 and made effective as of January 1, 2010. The terms and
conditions of the Plan are described below:
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An
annual retainer of $25,000 for serving on the Board of Directors, payable
in equal quarterly installments;
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An
annual retainer of $25,000 for serving as the Chair or Lead Director of
the Board of Directors, payable in quarterly
installments;
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An
annual retainer of $20,000 for serving as the Chair of the Company’s Audit
Committee, payable in equal quarterly
installments;
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An
annual retainer of $15,000 for serving as Chair of the Company’s
Compensation Committee, payable in equal quarterly
installments;
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An
annual retainer of $10,000 for serving as Chair of the Company’s
Nominating and Corporate Governance Committee, payable in equal quarterly
installments;
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An
annual retainer of $5,000 for serving as Chair of any other committee
established by the Board of Directors, payable in equal quarterly
installments;
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Each
Non-Employee Director shall receive $2,000 for attending each in-person or
telephonic board meeting. Each Non-Employee Director shall
receive $1,000 for each in-person board meeting attended via conference
telephone.
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Each
Non-Employee Director shall receive $1,500 for attending a each in person
or telephonic committee meeting. Each Non-Employee Director
shall receive $750 for each in-person committee meeting attended via
conference telephone.
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Each
Non-Employee Director shall be reimbursed for customary expenses for
attending Board of Director, committee and stockholder
meetings;
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Upon
initial appointment to the Board of Directors, each Non-Employee Director
shall receive equity compensation composed of either (i) stock options at
an exercise price equal to the closing price of the Company’s common stock
as reported by the Nasdaq Global Select Market on the grant date, under
the Company’s equity incentive plan; or (ii) fifty percent (50%) stock
options at an exercise price equal to the closing price of the Company’s
common stock as reported by the Nasdaq Global Select Market on the grant
date and fifty percent (50%) restricted stock unit awards, each under the
Company’s equity incentive plan. This initial appointment equity
compensation award will be based on one hundred and fifty percent (150%)
of the annual equity compensation grant, as determined annually by the
Board of Directors in consultation with its professional advisors. For
purposes of the foregoing, the value of stock options will be determined
based on the Black-Scholes valuation methodology and the value of
restricted stock units will be based on the value of the Company’s common
stock on the grant date;
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In
September of each year, each Non-Employee Director shall receive equity
compensation composed of either (i) stock options at an exercise price
equal to the closing price of the Company’s common stock as reported by
the Nasdaq Global Select Market on the grant date, under the Company’s
equity incentive plan; or (ii) fifty percent (50%) stock options at an
exercise price equal to the closing price of the Company’s common stock as
reported by the Nasdaq Global Select Market on the grant date and fifty
percent (50%) restricted stock unit awards, each under the Company’s
equity incentive plans. This annual equity compensation award will be
based on a review of equity compensation for non-employee directors of
comparable companies as determined annually by the Board of Directors in
consultation with its professional advisors. For purposes of the
foregoing, the value of stock options will be determined based on the
Black-Scholes valuation methodology and the value of restricted stock
units will be based on the value of the Company’s common stock on the
grant date. If any Non-Employee Director is appointed following
the annual grant of equity compensation, he or she will also be entitled
to a pro-rata portion of the most recent annual grant of equity
compensation determined by the Board of Directors;
and
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Non-Employee
Directors are also eligible for discretionary grants of options or
restricted stock units under the Company’s equity incentive
plan.
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Options
granted to a Non-Employee Director for their annual service on the Board of
Directors shall vest monthly over a period of one year. Restricted stock unit
awards granted to a Non-Employee Director for their annual shall vest monthly
over a period of one year. Options granted to a Non-Employee Director
for their initial appointment to the Board of Directors shall vest monthly over
a period of three years. Restricted stock unit awards granted to a Non-Employee
Director for their initial appointment shall vest monthly over a period of three
years. The exercise price of options granted to a Non-Employee Director shall be
equal to 100% of the fair market value of the Company’s common stock on the
grant date. Following completion of a Non-Employee Director’s service on the
Board of Directors, his or her stock options will remain exerciseable for a
period of eighteen months. The term of options granted to a
Non-Employee Director is eight years. In the event of a change of control, the
vesting of each option or restricted stock unit award shall accelerate in full
as of the closing of such transaction.
Ownership
Guidelines
The Board
of Directors of the Company believes that Non-Employee Directors should own and
hold common stock of the Company to further align their interests and actions
with the interests of the Company’s stockholders. Therefore, the Board of
Directors has adopted the following Stock Ownership Guidelines effective January
1, 2010.
Non-Employee
Directors of the Company should own at least 9,000 shares of Nektar’s common
stock. The minimum stock ownership level should be achieved by each
Non-Employee Director within five years of the adoption of these guidelines or
first appointment to the Board. Any change in the value of the stock
(such as a stock split, stock dividend, recapitalization, etc.) will not affect
the amount of stock Non-Employee Directors must hold. Once achieved,
ownership of the guideline amount should be maintained as long as the
Non-Employee Director retains his or her seat on the Board.
Stock
that counts towards satisfaction of these guidelines include:
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Stock
purchased on the open market;
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Stock
obtained through stock option
exercises;
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Restricted
stock units;
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Stock
beneficially owned in a trust, by a spouse and/or minor children;
and
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Other
equity vehicles such as deferred stock units that may be implemented from
time to time.
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These
ownership guidelines are non-binding. There may be rare instances
where these guidelines would place a severe hardship on a Non-Employee
Director. In these cases, the Board will make the final decision as
to developing an alternative stock ownership guideline for a Non-Employee
Director that reflects the intention of these guidelines and his or her personal
circumstances.