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Director Compensation Policy [Amended and Restated]
Director Compensation Policy [Amended and Restated] (10K)
Doc #278517: Click preview link for longer preview.
INSPIRE PHARMACEUTICALS, INC.
AMENDED AND RESTATED
DIRECTOR COMPENSATION POLICY
ADOPTED: March 30, 2004
A. Directors. All non-employee members of the Inspire Pharmaceuticals, Inc. (the Company) board of directors (the Board) shall receive the following compensation pursuant to the Amended and Restated Director Compensation Policy (this Policy):
1) Cash compensation of $25,000 annually to cover general availability and participation in meetings and conference calls of the Board;
2) A stock option grant in the amount of 20,000 shares will be granted to each director upon election at an annual meeting of stockholders to a three-year term, which will vest as follows: 10,000 shares in year one (1/12th per month), 5,000 shares in year two (1/12th per month) and 5,000 shares in year three (1/12th per month); provided, however, that all vesting will cease if the director resigns from the Board or otherwise ceases to serve as director, unless the Board determines that the circumstances warrant continuation of vesting; and
3) A stock option grant in the amount of 10,000 shares will be granted to each director serving as such at the time of each annual meeting of stockholders who was not elected at such annual meeting, which grant will be made at the time of such annual meeting (to vest 1/12th per month); provided, however, that all vesting will cease if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting.
B. Audit Committee. In addition to the compensation provided under any other provision of this Policy, all non-employee directors who serve on the Audit Committee will receive the following compensation:
1) Cash compensation of $10,000 annually to cover general availability and participation in Audit Committee conference calls and meetings; and
2) Stock option grants in the amount of 4,000 shares will be granted to each director appointed at each annual meeting of the Board of Directors to serve on the Audit Committee (to vest 1/12th per month); provided, however, that all vesting will cease if the director resigns from the Audit Committee or otherwise ceases to serve as an Audit Committee member (including without limitation as a result of a committee members term expiring without re-election), unless the Board determines that the circumstances warrant continuation of vesting.
278517
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Inspire Pharma
As referenced in this Director Compensation Policy [Amended and Restated]:
INSPIRE PHARMACEUTICALS, INC –
Amended and Restated Director Compensation Policy
EX-10.1 2 dex101.htm AMENDED AND RESTATED DIRECTOR COMPENSATION POLICY
Exhibit 10.1
INSPIRE PHARMACEUTICALS, INC .
AMENDED AND RESTATED
DIRECTOR COMPENSATION POLICY
ADOPTED: March 30, 2004
A. Directors. All non-employee members of the Inspire Pharmaceuticals, Inc. (the _____________
Inspire Pharmaceuticals, Inc – 10.1
INSPIRE PHARMACEUTICALS, INC.
AMENDED AND RESTATED
DIRECTOR COMPENSATION POLICY
ADOPTED: March 30, 2004
A. Directors. All non-employee members of the Inspire Pharmaceuticals, Inc . (the Company) board of directors (the Board) shall receive the following compensation pursuant to the Amended and Restated Director Compensation Policy (this _____________
Inspire Pharmaceuticals, Inc – as a result of a committee members term expiring without re-election), unless the Board determines that the circumstances warrant continuation of vesting.
Inspire Pharmaceuticals, Inc .
Page 2 of 4
Amended and Restated Director Compensation Policy
Adopted March 30, 2004
C. Compensation Committee. In addition to the compensation _____________
Inspire Pharmaceuticals, Inc – a result of a committee members term expiring without re-election), unless the Board otherwise determines that the circumstances warrant continuation of vesting.
Inspire Pharmaceuticals, Inc .
Page 3 of 4
Amended and Restated Director Compensation Policy
Adopted March 30, 2004
E. Chairman of the Board. In addition to _____________
Inspire Pharmaceuticals, Inc – shall be paid quarterly in arrears as soon as practicable, but not later than 10 days, after the last day of such quarter.
Inspire Pharmaceuticals, Inc .
Page 4 of 4
Amended and Restated Director Compensation Policy
Adopted March 30, 2004
All stock options awarded pursuant to this Policy ( _____________
dt 211667
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 | 2004 |
Severance Policy
Severance Policy (3K)
Doc #296666: Click preview link for longer preview.
SEVERANCE POLICY
If you are a regular full time employee you may be eligible for severance pay if you lose your job due to change of control of the company. This policy is not intended for normal involuntary loss of job due to downsizing, layoff, performance, or misconduct. This policy will apply to you only if you lose your position within a two-year period of a change in control, which shall be defined to occur when there is a change in the identity of a majority of the members of the company's Board of Directors. This policy will apply if, as a result of the change in control, your employment is terminated (1) because your position is eliminated; (2) because continuing to work in your position would require you to transfer to a work site outside a 100-mile radius of your work location at the time of change in control, or (3) because your responsibilities change so substantially that you have effectively been removed from the position held by you prior to the change in control.
SEVERANCE BENEFIT
Each eligible employee who is affected by a qualified reduction will receive severance pay based on the schedule listed below. Severance pay will be paid on each regularly scheduled payday and the company will continue pay its share of your health and/or dental insurance benefits if needed. The company will continue deducting the employee portion of the insurance benefits until directed to stop. Your Life insurance, AD&D, long term and short term disability will cease at the end of the month in which you are terminated. Life insurance is available through COBRA continuation. Severance pay for non-exempt (hourly) employees will be based on a normal 40 hour week (including shift differential if applicable) and exempt employees salaries will be determined by base salary only. Bonuses, commission, or the value of stock options granted, will not be used in determining base pay.
296666
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