ViroPharma Board Compensation Policy
Directors that are non-executive officers of ViroPharma, and directors that are not affiliated with a person or entity that has been
granted a contractual right to appoint a director to the Board of Directors (“Eligible Directors”), shall receive a cash retainer of
$25,000 annually. The Chairman of the Board, if an independent director as set forth in requirements of the Nasdaq Stock
Market, shall receive an additional annual retainer of $30,000. A lead independent director shall receive an additional annual
retainer of $10,000. The Audit Committee Chairman shall receive an additional annual retainer of $5,000. The Compensation
Committee Chairman and Nominating and Governance Committee Chairman shall receive an additional annual retainer of $5,000.
Eligible Directors shall receive $2,500 for each board meeting attended, provided that no payments shall be made for
teleconferences lasting less than one (1) hour, and $1,000 for each committee meeting, plus travel expenses, for each board and
committee meeting that they attend.
Eligible Directors shall receive an option grant of 25,000 shares, vesting in equal increments over 3 years, upon his or her initial
election to the Board. These directors also shall receive option grants once each year to purchase 15,000 shares of our common
stock, vesting in full after one year from the date of grant. In a director’s initial year of service, he or she will be entitled to
receive (1) the 25,000 share initial election grant, and (2) a pro-rata portion of the 15,000 share annual grant.