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Exhibit 10.33
Arena Pharmaceuticals,
Inc.
Non-employee Director
Compensation
Equity:
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New Directors:
18,000 options to purchase shares of
our common stock. The options are 10-year options with an exercise
price equal to the fair market value of our common stock on the
grant date, vesting in equal annual installments over two years.
“Fair market value” on the grant date means the per
share closing price of our common stock as reported on the NASDAQ
Global Market on the grant date or, if there was no reported
closing price on such date, on the last preceding date on which the
closing price was reported.
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Ongoing Directors:
12,000 options to purchase shares of
our common stock. The options are 10-year options with an exercise
price equal to the fair market value of our common stock on the
grant date, vesting in equal monthly installments over one
year.
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New director grants are made on the
15th day of the month following the month of the director’s
appointment or election to our Board of Directors and the annual
grants are made to ongoing directors three trading days after our
announcement of our prior year’s financial results. For
directors that did not serve for the full fiscal year preceding an
annual grant, the grant is prorated based on the number of months
such director served as a director in the prior year, if
any.
Except in the case of a
director’s death or disability, unvested stock options
terminate when the director ceases to be a director. Unless earlier
terminated, vested stock options terminate three years after the
director ceases to be a director (or, if applicable, an employee)
for any reason other than the director’s death or disability.
In the event of a director’s death or disability, the
director’s stock options become fully vested and exercisable
and ma
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