Exhibit 10.1
Non-Employee Director Compensation Summary
CuraGen Corporation’s (the “Company”) non-employee directors are currently: (i) Vincent T. DeVita Jr., M.D.; (ii) John H.
Forsgren; (iii) James J. Noble, M.A., F.C.A.; (iv) Robert E. Patricelli; and (v) Patrick J. Zenner. The compensation structure for
the Company’s non-employee directors is as follows:
Grant of Options Upon Appointment
Each non-employee director will automatically receive an option to purchase 30,000 shares of the Company’s common stock
upon appointment to the Company’s Board of Directors (the “Board”). These options will vest 1 / 3 upon grant, 1 / 3 upon the
first anniversary of the date of grant, and 1 / 3 upon the second anniversary of the date of grant (vesting will be accelerated
upon a 50% or greater change in control of the Company.)
Grant of Additional Stock Options
Each non-employee director who continues to serve on the Board will automatically receive an option to purchase 15,000 shares
of the Company’s common stock, granted in conjunction with each year’s Annual Meeting, such option vesting immediately.
The Executive Chairman of the Board will receive an option to purchase 7,500 shares of the Company’s common stock, granted
in conjunction with each year’s Annual Meeting (or granted on the date of appointment to the position and prorated for the
first fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such
option vesting immediately.
The Audit Committee Chair will receive an option to purchase 5,000 shares of the Company’s common stock, granted in
conjunction with each year’s Annual Meeting (or granted on the date of appointment to the position and prorated for the first
fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such option
vesting immediately.
The Compensation Committee Chair and the Nominating & Governance Committee Chair will receive an option to purchase
2,500