Attached files
file | filename |
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10-Q - FORM 10-Q - Savara Inc | c16551e10vq.htm |
EX-10.7 - EXHIBIT 10.7 - Savara Inc | c16551exv10w7.htm |
EX-32.1 - EXHIBIT 32.1 - Savara Inc | c16551exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - Savara Inc | c16551exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - Savara Inc | c16551exv31w1.htm |
EX-10.6 - EXHIBIT 10.6 - Savara Inc | c16551exv10w6.htm |
EX-10.9 - EXHIBIT 10.9 - Savara Inc | c16551exv10w9.htm |
Exhibit 10.10
ADVENTRX PHARMACEUTICALS, INC.
DIRECTOR COMPENSATION POLICY
(adopted March 16, 2011)
(adopted March 16, 2011)
Non-employee members of the board of directors (the Board) of ADVENTRX Pharmaceuticals, Inc.
(the Company) shall, beginning January 1, 2011, be eligible to receive cash and equity
compensation as set forth in this Director Compensation Policy. The cash compensation described in
this Director Compensation Policy shall be paid or be made, as applicable, automatically and
without further action of the Board or any committee of the Board, to each member of the Board who
is not an employee of the Company or any parent or subsidiary of the Company (each, a Non-Employee
Director) who may be eligible to receive such cash compensation, unless such Non-Employee Director
declines the receipt of such cash compensation by written notice to the Company. The option grants
described in this policy shall be approved by the Board at the time of grant in such amounts and
otherwise on the terms and conditions as set forth herein. This Director Compensation Policy shall
remain in effect until it is revised or rescinded by further action of the Board. This Director
Compensation Policy shall be administered and interpreted by the Board, in its sole and absolute
discretion, and the Board retains full discretion to modify its terms or cancel it at any time.
1. Cash Compensation.
(a) Quarterly Retainers.
(i) Each Non-Employee Director shall be eligible to receive a quarterly retainer of $5,000, or
$20,000 per year, for service on the Board. In addition,
(A) a Non-Employee Director serving as Lead Independent Director or, if there is no Lead
Independent Director, a Non-Employee Director serving as Chair of the Board shall be eligible to
receive an additional quarterly retainer of $5,000, or $20,000 per year, for service as Lead
Independent Director or Chair of the Board, as applicable;
(B) a Non-Employee Director serving as Chair of the Boards Audit Committee shall be eligible
to receive an additional quarterly retainer of $1,875, or $7,500 per year, for service as Chair of
the Audit Committee;
(C) a Non-Employee Director serving as Chair of any committee of the Board other than the
Boards Audit Committee, compensation for which is addressed in Section 1(a)(i)(B) above, including
its Compensation Committee, its Nominating and Governance Committee, its Research and Development
Committee and other ad hoc committees, shall be eligible to receive an additional quarterly
retainer of $875, or $3,500 per year, for service as Chair of such committee.
(b) Meeting Stipends. Each Non-Employee Director shall be eligible to receive a
$1,000 stipend for each Board meeting attended (whether in person or by telephone, videoconference
or other comparable communication device) and each Non-Employee Director who serves on a committee
of the Board shall be eligible to receive a $1,000 stipend for each meeting of each such committee
that such Non-Employee Director attends (whether in person or by telephone, videoconference or
other comparable communication device).
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(c) New Directors; Departing Directors; Change in Status. A person (i) who is
initially elected or appointed to the Board or as Lead Independent Director or as Chair of the
Board or Chair of a committee of the Board following March 16, 2011 and who is a Non-Employee
Director at the time of such initial election or appointment or (ii) whose service on the Board as
a Non-Employee Director or as Lead Independent Director or as Chair of the Board or Chair of a
committee of the Board begins or ends prior to the end of the applicable quarter, shall receive a
pro-rated portion of the quarterly fees described above based on (x) the number of (full or
partial) days for which the person served on the Board as a Non-Employee Director or as Lead
Independent Director or as Chair of the Board or Chair of a committee of the Board and (y) a 90-day
quarter. For clarity, each such person shall be immediately eligible for meeting stipends.
(d) Payment. All quarterly retainers and meeting stipends shall be payable in arrears
following the end of each calendar quarter.
2. Equity Compensation.
(a) Definitions. For purposes of this Section 2, the following terms shall have the following
meanings:
(i) Current Allocation shall mean the product of (A) 0.0396%, multiplied by (B) the number
of shares of common stock issued and outstanding as of the applicable date. For clarity, (X) the
applicable date for each newly elected/appointed director shall be the Appointment Date and (Y) the
applicable date for each Annual Option shall be the date of the applicable annual meeting of
stockholders.
(ii) Make-Up Amount shall mean the difference between (A) the Current Allocation as of the
date of the current-year annual meeting of stockholders, minus (B) the Current Allocation
applicable to the prior
years annual meeting of stockholders (or, for Non-Employee Directors who were not
Non-Employee Directors at the time of the prior years annual meeting of stockholders, the Current
Allocation as of the date of such Non-Employee Directors Appointment Date (as defined in Section
2(c))).
(b) 2008 Plan. Anything in this Director Compensation Policy to the contrary
notwithstanding, the options described in this Director Compensation Policy shall be granted under
and shall be subject to the terms and provisions of the Companys 2008 Omnibus Incentive Plan, as
amended and/or restated from time to time (the 2008 Plan), and shall be granted subject to the
execution and delivery of option agreements, including attached exhibits, if any, in substantially
the same forms previously approved by the Board or a committee of the Board, setting forth the
vesting schedule applicable to such options and such other terms as may be required by the 2008
Plan. In addition, the approval and granting of the options described below shall be subject to
and contingent upon the Companys compliance with, or the waiver thereof, of any contractual
obligations applicable to the Companys approval or granting of such options (all as determined by
the Company in its sole and absolute discretion).
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(c) New Non-Employee Directors. Each newly elected or appointed Non-Employee Director
or member of the Board who becomes a Non-Employee Director(each, a New Non-Employee Director)
shall be eligible to receive, in connection with such New Non-Employee Directors election or
appointment to the Board or change in status (the Appointment Date), the following:
(i) a non-qualified stock option (each, an Inducement Option) to purchase such number of
shares of common stock as is equal to the Current Allocation (subject to adjustment as provided in
the 2008 Plan); and
(ii) provided the New Non-Employee Director was not initially elected at an annual meeting of
stockholders and such New Non-Employee Directors Appointment Date is more than 30 days before the
date of the next annual meeting of stockholders, a non-qualified stock option (each, a Pro-Rated
Annual Option) to purchase that number of shares of common stock as is equal to (A) x (B), where:
(A) | = | the quotient of (I) the Current Allocation, divided by (II) 12; subject to adjustment as provided in the 2008 Plan; and |
(B) | = | The number of full 30-day periods between such New Non-Employee Directors Appointment Date and the date of the next annual meeting of stockholders (or, if, on the Appointment Date, the date of the next annual meeting of stockholders has not been set by the Board, the one-year anniversary of the prior years annual meeting of stockholders) (such number of 30-day periods, the Number of Months Until Meeting). |
(d) Annual Options. In connection with each annual meeting of stockholders, each
Non-Employee Director shall be eligible to receive a non-qualified stock option (each, an Annual
Option) to purchase such number of shares of common stock as is equal to the Current Allocation
(subject to adjustment as provided in the 2008 Plan), plus, if applicable, the Make-Up Amount.
The Make-Up Amount shall be included in the Annual Option for a Non-Employee Director only
if: (i) the Make-Up Amount with respect to such Non-Employee Director exceeds 20% of the Current
Allocation as of the date of the current-year annual meeting of stockholders; (ii) the Companys
market capitalization (shares outstanding multiplied by stock price) has not exceeded $100 million
for a sustained period (e.g., 20 trading days), as determined unanimously by the Board; and (iii)
the Board unanimously determines to include the Make-Up Amount in such Annual Option.
(e) Termination of Employment of Employee Directors. Members of the Board who are
employees of the Company or any parent or subsidiary of the Company who subsequently terminate
their employment with the Company and any parent or subsidiary of the Company and remain on the
Board will, to the extent that they are otherwise eligible, be eligible to receive, after
termination from employment with the Company and any parent or subsidiary of the Company, an
Inducement Option, a Pro-Rated Annual Option and an Annual Option, all as described in this Section
2.
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(f) Terms of Options Granted to Non-Employee Directors.
(i) Exercise Price. The per share exercise price of each option granted to a
Non-Employee Director shall equal 100% of the Fair Market Value (as defined in the 2008 Plan) of a
share of common stock on the date the option is granted.
(ii) Vesting.
(A) Each Inducement Option granted to a New Non-Employee Director shall become vested and
exercisable in thirty-six substantially equal monthly installments of 1/36th of the
shares subject to such option at the end of each successive month following the Appointment Date of
such New Non-Employee Director, subject to such directors continuing service (as defined in the
2008 Plan) through such dates.
(B) Each Pro-Rated Annual Option granted to a New Non-Employee Director shall become vested
and exercisable in such number of substantially equal monthly installments (which number shall be
equal to the Number of Months Until Meeting) of such fraction of the shares subject to such option
(which fraction shall be equal to 1/the Number of Months Until Meeting) at the end of each
successive month following the Appointment Date of such New Non-Employee Director, subject to such
directors continuing service (as defined in the 2008 Plan) through such dates.
(C) Each Make-Up Option granted to a Non-Employee Director shall become vested and exercisable
in twelve substantially equal monthly installments of 1/12 of the shares subject to such option at
the end of each successive month following June 3, 2009, subject to such directors continuing
service (as defined in the 2008 Plan) through such dates.
(D) Each Annual Option granted to a Non-Employee Director shall become vested and exercisable
in twelve substantially equal monthly installments of 1/12th of the shares subject to
such option at the end of each successive month following the date of applicable annual meeting of
stockholders, subject to such directors continuing service (as defined in the 2008 Plan) through
such dates.
(iii) Term. The term of each option granted to a Non-Employee Director shall be the
shorter or (x) ten years from the date the option is granted and (y) three years from the date such
Non-Employee Director ceases to provide Services (as defined in the 2008 Plan) for any reason other
than such Non-Employee Directors death or disability.
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