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SERACARE LIFE SCIENCES, INC.
Fiscal 2009 Director Compensation Program
Set forth below
are the terms of compensation for members of the Board of Directors
(the “Board”) of SeraCare Life Sciences, Inc., a
Delaware corporation (the “Company”), as well as the
terms of compensation for the various committees of the Board, for
the fiscal year beginning October 1, 2008.
The Compensation
Committee of the Board is providing for the common stock and
options to be granted as set forth below to members of the Board
under the Company’s Amended and Restated 2001 Stock Incentive
Plan (the “2001 Plan”), pursuant to the Compensation
Committee’s authority under Section 1.2(b) of the 2001
Plan to grant and determine the terms of awards under the 2001
Plan. The common stock and options set forth below are intended to
be in lieu of any automatic awards under the 2001 Plan during the
fiscal year beginning October 1, 2008.
Compensation for Members of
the Board
• All Board members (other than Ms. Vogt)
shall receive an annual retainer of $20,000, of which half shall be
paid in cash and half shall be paid in common stock of SeraCare.
This annual retainer shall be paid in quarterly installments in
advance. The valuation of the shares shall be based on the closing
price of the shares at the end of the first business
(trading) day of the quarter.
• All Board members (other than Ms. Vogt)
shall receive a five-year option to purchase 15,000 shares of the
Company’s common stock at an exercise price equal to the
closing price of the Company’s common stock on the date of
the grant, such grant to be made at such time as may be determined
by the Board. The Option will have a vesting period of twelve
(12) months, which vests quarterly on a pro-rata
basis.
• For service as Chairman of the Board of
Directors, Mr. Davis will receive additional annual
compensation of $10,000 paid in cash (pro-rated based on the actual
period served) to be paid quarterly in advance, and an additional
option grant of 10,000 shares.
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