Attached files
file | filename |
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8-K - FORM 8-K - SURMODICS INC | c62096e8vk.htm |
EX-10.1 - EX-10.1 - SURMODICS INC | c62096exv10w1.htm |
EX-99.1 - EX-99.1 - SURMODICS INC | c62096exv99w1.htm |
Exhibit 99.2
SurModics, Inc. |
BOARD COMPENSATION POLICY SurModics, Inc. (Amended and Restated: February 8, 2010) |
Directors of SurModics, Inc. (the Company) that are not employed by the Company are
entitled to compensation for their services to the Board of Directors (the Board) and
related committees. This compensation is provided in the form of annual retainers, fees for
meeting attendance, and stock options as further described below. Additionally, each director is
entitled to reimbursement for their reasonable travel and other expenses incurred in connection
with attending Board or committee meetings.
Cash Compensation. Effective for the Companys fiscal year beginning October 1, 2010,
the retainer and meeting fees for non-employee directors of the Company will be as follows:
Description | Amount | |||
Annual Retainer (Chairman of the Board) |
$ | 100,000 | ||
Annual Retainer (excluding Chairman) |
20,000 | |||
Additional Retainer for Committee Chair |
||||
Audit |
10,000 | |||
Organization and Compensation |
7,000 | |||
Corporate Governance and Nominating |
5,000 | |||
Meeting Fees |
||||
Board Meetings |
2,000 | per meeting | ||
Committee Meetings |
1,000 | per meeting | ||
The retainers set forth above will be paid to each director on a quarterly basis, with each
installment paid at the end of each calendar quarter in an amount equal to one-fourth of the annual
retainer set forth above. If, for any reason, a director does not serve an entire calendar
quarter, the retainers will be pro-rated based on such directors length of service during such
calendar quarter. The Chairman of the Board is not eligible to receive any of the meeting fees set
forth above for attendance at Board or committee meetings. Members of the Business Development
Committee will not receive meeting fees for their attendance at that Committees meetings.
Equity Compensation. In addition to the cash compensation described above, each
director will also receive nonqualified stock options to purchase shares of the Companys common
Stock (each, a Stock Option) as follows:
(a) Initial Option Grant: Each non-employee director who first joins the Board after
February 2, 2010, will be granted a Stock Option with a value of $60,000 (as estimated using a
Black-Scholes option pricing model as of the date of grant).
(b) Annual Option Grant: At the Boards first regularly scheduled meeting during each fiscal
year, each non-employee director will be granted a Stock Option with a value of $60,000 (as
estimated using a Black-Scholes option pricing model as of the date of grant). The value of the
first annual option grant following a directors election or appointment to the Board will be
pro-rated based on such directors length of service on the Board during the preceding 12-month
period.
(c) General Terms. All Stock Options provided pursuant to this policy shall be granted under
the Companys 2009 Equity Incentive Plan or any successor plan designated by the Board (the
Plan). Each option grant will (1) have a seven-year term, (2) vest annually in 25% increments,
beginning on the first anniversary of the date of grant, (3) have an exercise price equal to the
fair market value of the Companys common stock on the date of grant, and (4) be subject to such
other terms and conditions set forth in the individual option agreements. Upon the directors
termination of service for reasons other than disability or death, the Board, in its sole
discretion, may accelerate the vesting of all or any portion of the unvested portion of such
options taking into consideration such directors tenure of service or other similar factors.