Exhibit 10.2
EXACT Sciences
Corporation
Non-Employee Director
Compensation Policy
The purpose of this Director Compensation Policy
of EXACT Sciences Corporation, a Delaware corporation (the
“Company”), is to provide a total compensation package
that enables the Company to attract and retain, on a long-term
basis, high caliber directors who are not employees or officers of
the Company or its subsidiaries. For purposes of this policy,
non-employee directors shall include any director serving as an
executive officer on an interim basis at the request of the
Company’s Board of Directors (the
“Board”).
In furtherance of the purpose stated above, all
non-employee directors shall be paid stock compensation for
services provided to the Company as set forth below:
On January 1 st of each year,
each non-employee director shall be paid an annual retainer equal
to the following dollar value worth of restricted stock of the
Company (“Restricted Stock”) as measured by the closing
sale price of the Company’s common stock on the first trading
day following January 1, which shall vest in full one year
from the date of grant, and which shall be subject to 12 months
acceleration of vesting upon an Acquis
