Exhibit 10.1
Non-Employee Director
Compensation Summary
CuraGen Corporation’s (the
“Company”) non-employee directors are currently:
(i) Vincent T. DeVita Jr., M.D.; (ii) John H. Forsgren;
(iii) James J. Noble, M.A., F.C.A.; (iv) Robert E.
Patricelli; and (v) Patrick J. Zenner. The compensation
structure for the Company’s non-employee directors is as
follows:
Grant of Options Upon
Appointment
Each non-employee
director will automatically receive an option to purchase 30,000
shares of the Company’s common stock upon appointment to the
Company’s Board of Directors (the “Board”). These
options will vest 1 / 3 upon grant,
1 / 3 upon the first anniversary of
the date of grant, and 1 / 3 upon the second anniversary of
the date of grant (vesting will be accelerated upon a 50% or
greater change in control of the Company.)
Grant of Additional Stock
Options
Each non-employee director who
continues to serve on the Board will automatically receive an
option to purchase 15,000 shares of the Company’s common
stock, granted in conjunction with each year’s Annual
Meeting, such option vesting immediately.
The Executive Chairman of the Board
will receive an option to purchase 7,500 shares of the
Company’s common stock, granted in conjunction with each
year’s Annual Meeting (or granted on the date of appointment
to the position and prorated for the first fiscal year of
appointment, the fiscal year ending with the date of the next
regularly scheduled Annual Meeting), such option vesting
immediately.
The Audit Committee Chair will
receive an option to purchase 5,000 shares of the Company’s
common stock, granted in conjunction with each year’s Annual
Meeting (or granted on the date of appointment to the position and
prorated for the first fiscal year of appointment, the fiscal year
ending with the date of the next regularly scheduled Annual
Meeting), such option vesting immediately.
The Compensation Committee Chair and
the Nominating & Governance Committee Chair will receive
an option to purchase 2,500 shares o
