Exhibit 10.27
SECOND AMENDED AND
RESTATED
CADENCE PHARMACEUTICALS,
INC.
DIRECTOR COMPENSATION
POLICY
[Effective August 26,
2008]
Non-employee members of the board of
directors (the “ Board ”) of Cadence
Pharmaceuticals, Inc. (the “ Company ”)
shall be eligible to receive cash and equity compensation
commencing on the first date upon which the Company is subject to
the reporting requirements of Section 13 or 15(d)(2) of the
Exchange Act (the “ Public Trading Date
”) as set forth in this Director Compensation Policy. The
cash compensation and option grants 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 options, unless such Independent
Director declines the receipt of such cash compensation or options
by written notice to the Company. This Director Compensation Policy
shall remain in effect until it is revised or rescinded by further
action of the Board. All share numbers set forth in this policy
give effect to the reverse stock split to be implemented by the
Company in connection with its initial public offering.
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 Audit Committee
shall be eligible to receive an additional annual retainer of
$17,500 for such service;
(ii) members (other than the
chairman) of the Audit Committee shall be eligible to receive an
additional annual retainer of $7,000 for such service;
(iii) chairman of the Compensation
Committee shall be eligible to receive an additional annual
retainer of $10,000 for such service;
(iv) members (other than the
chairman) of the Compensation Committee shall be eligible to
receive an additional annual retainer of $5,000 for such
service;
(iv) chairman of the
Nominating/Corporate Governance Committee shall be eligible to
receive an annual retainer of $7,500 for such service;
(vi) members (other than the
chairman) of the Nominating/Corporate Governance Committee shall be
eligible to receive an annual retainer of $4,000 for such service;
and
(vii) chairman of the Board shall be
eligible to receive an additional annual retainer of $60,000 for
such service.
The annual retainers shall be paid
by the Company in quarterly installments or
