EXHIBIT 10.3
CALIPER LIFE SCIENCES,
INC.
NON-EMPLOYEE DIRECTOR
COMPENSATION POLICY
[As Amended and Restated Effective as of
April 10, 2009]
SECTION 1.
PURPOSE
Caliper Life
Sciences, Inc.’s Non-Employee Director Compensation
Policy (the “Policy”) has been established by Caliper
Life Sciences, Inc (the “Company”) to attract and
retain as members of its Board of Directors persons who are not
full-time employees of the Company or any of its subsidiaries but
whose business experience and judgment are a valuable asset to the
Company and its subsidiaries.
SECTION 2.
DIRECTORS COVERED
As used in this Policy, the term
“Director” means any person who is elected to the Board
of Directors of the Company and is not a full-time employee of the
Company or any of its subsidiaries.
SECTION 3.
ANNUAL RETAINERS PAYABLE TO DIRECTORS
3.1
Annual Retainer
. Each Director, other than
any Director serving as Chairman, shall be entitled to an annual
retainer fee of Forty Thousand Dollars ($40,000), and any Director
serving as Chairman shall be entitled to an annual retainer fee of
Fifty Thousand Dollars ($50,000), in each case payable quarterly in
arrears for each calendar quarter or portion thereof that s/he
holds such office with the Company.
3.2
Audit Committee
Retainers . The
annual cash retainer paid to the Directors serving on the Audit
Committee shall be Four Thousand Dollars ($4,000) per year; and the
annual retainer paid to the Director serving as Chair of the Audit
Committee shall be Ten Thousand Dollars ($10,000) per year, in each
case payable quarterly in arrears for each calendar quarter or
portion thereof that s/he holds such office with the
Company.
3.3
Compensation and Corporate
Governance and Nominating Committee Retainers . The annual
cash retainer paid to Directors serving on the Compensation
Committee or the Corporate Governance and Nominating Committee
shall be Two Thousand Dollars ($2,000) per year; and the annual
retainer paid to the Director serving as Chair of either of these
Committees shall Five Thousand Dollars ($5,000 per year), in each
case payable quarterly in arrears for each calendar quarter or
portion thereof that s/he holds such office with the
Company.
