Exhibit 10.322
LIGAND PHARMACEUTICALS
INCORPORATED
DIRECTOR COMPENSATION AND STOCK
OWNERSHIP POLICY
(Amended and Restated Effective
April 16, 2009)
I. DIRECTOR
COMPENSATION
Non-employee members of the board of
directors (the “ Board ”) of Ligand
Pharmaceuticals Incorporated (the “ Company
”) shall be eligible to receive cash and equity compensation
effective as of April 16, 2009, as set forth in this Director
Compensation Policy. The cash compensation and stock awards
described in this Director Compensation Policy shall be paid or be
made, as applicable, automatically and without further action 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, an
“ Independent Director ”) who may be
eligible to receive such cash compensation or stock awards, unless
such Independent Director declines the receipt of such cash
compensation or stock awards by written notice to the Chairman of
the Board. This Director Compensation Policy shall remain in effect
until it is revised or rescinded by further action of the Board.
The terms and conditions of this Director Compensation Policy shall
supersede any prior cash or equity compensation arrangements
between the Company and its directors.
1. Cash Compensation
.
(a) Annual Retainer . Each
Independent Director shall be eligible to receive an annual
retainer of $30,000 for service on the Board. In addition, an
Independent Director serving as:
(i) chairman of the Board shall be
eligible to receive an additional annual retainer of $20,000 for
such service;
(ii) chairman of the Audit Committee
shall be eligible to receive an additional annual retainer of
$12,000 for such service;
(iii) members (other than the
chairman) of the Audit Committee shall be eligible to receive an
additional annual retainer of $10,000 for such service;
(iv) chairman of the Compensation
Committee shall be eligible to receive an additional annual
retainer of $12,000 for such service;
(v) members (other than the
chairman) of the Compensation Committee shall be eligible to
receive an additional annual retainer of $6,000 for such
service;
(vi) chairman of the Nominating and
Corporate Governance Committee shall be eligible to receive an
additional annual retainer of $8,000 for such service;
and
(vii) members (other than the
chairman) of the Nominating and Corporate Governance Committee
shall be eligible to receive an additional annual retainer of
$4,000 for such service.
(b) Payment of Cash
Compensation . Annual retainer fees shall be paid after each
annual meeting of the Company’s stockholders in advance for
the upcoming year of service and shall be prorated for the period
of the year served for Independent Directors who are elected or
appointed to the Board at a time other than the date of the annual
meeting of the Company’s stockholders. Committee
fees
shall be paid quarterly and shall be prorated
for any partial quarters served for Independent Directors who serve
on a committee for less than a full quarter (and such fees shall be
retroactive to the date on which the Independent Director joins the
applicable committee).
2. Equity Compensation . The
Independent Directors shall be granted the following stock awards.
The stock awards described below shall be granted under and shall
be subject to the terms and provisions of the Company’s 2002
Stock Incentive Plan (the “ 2002 Plan ”)
and shall be granted subject to the execution and delivery of award
agreements, including attached exhibits, in substantially the same
forms previously approved by the Board.
(a) In
