AGREEMENT FOR SERVICE AS CHAIRMAN OF BOARD OF DIRECTORSExecutive Employment Agreement |
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Exhibit 10.1
AGREEMENT FOR SERVICE AS CHAIRMAN OF BOARD OF DIRECTORS
THIS AGREEMENT is made and entered into effective as of June 1, 2005 (the “Effective Date”), by and between Curis, Inc., a Delaware corporation, (“Company”) and James McNab, an individual (“Director”).
1. Term.
(a) This Agreement shall continue for as long as Director is serving as Chairman of the Board of Directors (“Chairman”) of Company.
2. Responsibilities.
(a) Chairman Responsibilities. Director shall perform such duties and responsibilities (“Services”) as may be established by the Board of Directors and/or set forth from time to time in the Company’s Corporate Governance Guidelines adopted by the Board of Directors (the “Corporate Governance Guidelines”). Without limiting the generality of the foregoing, Director’s Services shall include those services described on Exhibit A. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.
(b) Other Activities. To the extent not inconsistent with the Corporate Governance Guidelines or any other policies or guidelines established from time to time by the Board of Directors, Director may serve on other Boards of Directors and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s obligations under this Agreement or Director’s fiduciary obligations to the Company and its shareholders.
3. Compensation for Services as Chairman of the Board of Directors.
(a) Director’s Fee. In consideration of the services to be rendered as Chairman of the Board of Directors, Company shall pay Director an annual fee equal to One Hundred Twenty Thousand Dollars ($120,000) per year, which shall be paid in equal monthly installments. In addition, for service as the Chairman of the Board of Directors, Director shall be entitled to receive annual and periodic awards of options to purchase shares of the Company’s Common Stock and/or awards of restricted Common Stock in such amounts and upon such terms as may be determined from time to time by the Board of Directors.
(b) Reimbursement of Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of his duties as Chairman of the Board of Directors in accordance with expense reimbursement guidelines established by the Board of Directors from time to time and






