exhibit101.htm


    Exhibit
10.1

    


    Description of Compensation
Payable to Non-Employee Directors

    


    Directors
who are employed by Express Scripts, Inc. (our “company”) or its subsidiaries do
not receive compensation for serving as directors. Directors who are not
employees of our company or its subsidiaries are entitled to
receive:

    


    
      	
                    
                      
                        
                    · 
       

                  

                

              

            	
              an
      annual retainer as follows:

            


    

    
      	
              

                
                        
                    · 
       

                  

                

              

            	
              $45,000
      for the Audit Committee
Chairperson,

            


    

    
      	
                    
                · 
       

              

            	
              $40,000
      for the Compensation and Development Committee
  Chairperson,

            


    

    
      	
                    
                      
                  ·   

                

              

            	
              $35,000
      for other Committee
Chairpersons, and

            


    

    
      	
                    
                      
                  ·   

                

              

            	
              $30,000
      for the other non-employee
directors;

            


    

    
      	
                    
                      
                  · 
       

                

              

            	
              a
      meeting fee of $2,000 for each meeting attended in
      person; and

            


    

    
      	
                      
      ·  

            	
              a
      meeting fee of $1,000 for each meeting attended
      telephonically.

            


    

    


    We also
reimburse non-employee directors for out-of-pocket expenses incurred in
connection with attending board and committee meetings.

    


    Our
non-employee directors also receive equity awards under our 2000 Long-Term
Incentive Plan, as amended or the “2000 LTIP”, as follows:  a) an
equity grant with a notional value of $115,000 on the date of the first board
meeting each such director attends as a non-employee director (“first meeting
grants”), and (b) annual equity grants with a notional value of $200,000 granted
on the date of each annual meeting of the Corporation’s stockholders, with new
directors who have taken office since the previous annual meeting receiving a
pro-rated grant for the partial first year (“annual grants”).


    Specific
terms of the equity grants are as follows:

    


    
      	
              ·

            	
              One-third
      of the value of the equity grant in shares of restricted stock, valued
      based on the fair market value of the Corporation’s common stock as of the
      grant date, and two-thirds of the value of the equity grant in
      non-qualified stock options (“options”), valued using the method utilized
      by the Corporation in valuing the grants for financial reporting
      purposes.

            


    

    
      	
                    
                      
                  ·  
         

                

              

            	
              The
      actual grant date shall be determined consistent with the Corporation’s
      policies regarding equity grants to
employees.

            


    

    
      	
              ·

            	
              All
      annual equity grants, and any first meeting grants which are granted at
      the same time as the annual grants, shall vest ratably on May 1 of each of
      the next three years (i.e. a grant on May 28, 2008 shall vest in thirds on
      May 1, 2009, May 1, 2010 and May 1, 2011).  All other grants
      shall vest ratably over the next three years on the anniversary of the
      grant date.

            


    

    
      	
              ·

            	
              All
      options shall have a term of seven years and an exercise price of 100% of
      the fair market value of the Corporation’s common stock as of the grant
      date.