Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - IDERA PHARMACEUTICALS, INC. | b86105e10vq.htm |
| EX-32.1 - EX-32.1 - IDERA PHARMACEUTICALS, INC. | b86105exv32w1.htm |
| EX-31.2 - EX-31.2 - IDERA PHARMACEUTICALS, INC. | b86105exv31w2.htm |
| EX-32.2 - EX-32.2 - IDERA PHARMACEUTICALS, INC. | b86105exv32w2.htm |
| EX-31.1 - EX-31.1 - IDERA PHARMACEUTICALS, INC. | b86105exv31w1.htm |
Exhibit 10.1
Director Compensation Program
Under our director compensation program, we pay our non-employee directors retainers in cash.
Each non-employee director receives a cash retainer for service on the board of directors and for
service on each committee on which the director is a member. These fees are payable quarterly in
arrears and are as follows:
Cash Fees
| Member | Chairman | |||||||
| Annual Fee | Annual Fee | |||||||
Board of Directors |
$ | 35,000 | $ | 60,000 | ||||
Audit Committee |
$ | 7,000 | $ | 15,000 | ||||
Compensation Committee |
$ | 7,000 | $ | 15,000 | ||||
Nominating and Corporate Governance Committee |
$ | 3,500 | $ | 7,500 | ||||
Scientific Committee |
$ | 3,500 | $ | 7,500 | ||||
The Lead Independent Director of the Board of Directors receives an annual fee of $17,500 for
service as Lead Independent Director in addition to any other fees such Lead Independent Director
is entitled to for service on the Board of Directors.
Equity Fees
Our director compensation program also includes a stock-for-fees policy, under which directors
have the right to elect to receive common stock in lieu of cash fees. The number of shares to be
issued to participating directors is determined on a quarterly basis by dividing the cash fees to
be issued in common stock by the fair market value of our common stock, which is the closing price
of our common stock, on the first business day of the quarter following the quarter in which the
fees were earned.
Under our director compensation program, upon their initial election to the board of
directors, new non-employee directors receive an option grant for 30,000 shares and all
non-employee directors receive an annual option grant for 20,000 shares. The annual grants are
made on the date of the annual meeting of stockholders. These options vest quarterly over three
years from the date of grant, subject to continued service as a director, and are granted under our
2008 Stock Incentive Plan. These options are granted with exercise prices equal to the fair market
value of our common stock, which is the closing price of our common stock, on the date of grant and
become immediately exercisable in full if there is a change in control of our company.