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 shall also reimburse the Director’s annual medical
insurance premiums in an amount not to exceed $20,000 per
annum.
(c) Benefits. Director shall not be
entitled to any benefits, coverage or privileges, including,
without limitation, social security, unemployment, medical or
pension payments, made available to employees of the
Company.
(d) Board Authority to Establish
Compensation. The compensation of Director for service as Chairman
of the Board of Directors shall be increased or decreased solely by
the Board of Directors in accordance with the policies and
principals set forth in the Corporate Governance Guidelines or such
other policies and principals established by the Board of Directors
from time to time.
4. Termination.
(a) Right to Terminate Service. At
any time, the Board of Directors may vote to appoint a successor
Chairman of the Board of Directors. . In addition, Director may
resign as Chairman by providing written notice of such resignation
to the Chief Executive Offi
