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Exhibit 10.38
Cerus Corporation
Non-Employee Director
Compensation Policy
Effective: October 28,
2008
Each member of the Board of
Directors (the “Board”) who is not also serving as an
employee of Cerus Corporation (“Cerus”) or any of its
affiliates (each such member, a “Director”) will
receive the following compensation for his or her Board
service:
Annual Cash
Compensation
The annual cash compensation amount
set forth below is payable in equal quarterly installments, payable
in advance during the first 30 days of each quarter in which the
service will occur. If a Director joins the Board at a time other
than effective as of the first day of the calendar year, each
element of the annual cash compensation set forth below will be
pro-rated based on days served in the applicable calendar year,
with the pro-rated amount paid for the first quarter in which the
Director provides the service (payable not later than 30 days after
the Director commences such service), and regular full quarterly
payments thereafter The annual cash compensation is vested upon
payment
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1.
|
Annual Cash
Retainer :
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|
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a.
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Chairman of the
Board: $42,500
|
|
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b.
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All other
Directors: $20,000
|
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2.
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Committee
Chair Service Fee :
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|
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a.
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Chairman of the
Audit Committee: $26,000
|
|
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b.
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Chairman of the
Compensation Committee: $10,000
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3.
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Committee
Member (non-Chair) Service Fee :
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|
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a.
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Audit
Committee: $13,000
|
|
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b.
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Compensation
Committee: $8,000
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c.
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Nominating and
Corporate Governance Committee: $6,000
|
Per Meeting Board
Compensation
The per meeting board compensation
set forth below shall be payable based on attendance at Board
meetings.
|
1.
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Regular
Board Meetings
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