Exhibit 10.2


 


Cubist Pharmaceuticals, Inc.


Director Compensation, Benefits, Programs


(Effective as of the date of the 2009 Annual Meeting of Stockholders)


 


Director Compensation


 


	
  Element

  	
   

  	
  Compensation

  
	
   

  	
   

  	
   

  
	
  Retainer

  	
   

  	
  Non-Executive
  Chairman of the Board - $34,000

  Lead Director - $28,000

  Other Non-Employee Directors - $22,000

  Paid on an annual basis in June in either cash or stock; cash/stock
  election to be made at March board meeting; pro rated based on number of
  months served during the 12 months beginning on the date of the prior
  calendar year’s Annual Meeting of Stockholders

  
	
   

  	
   

  	
   

  
	
  Initial
  Option Grant

  	
   

  	
  Non-Executive
  Chairman of the Board: Stock options with a Black-Scholes value of $250,000

  Lead Director: Stock options with a Black-Scholes value of $200,000

  Other
  Non-Employee Directors: Stock options with a Black-Scholes value of $150,000

  Grant Date/vesting: Vests quarterly on a pro rata basis over 3 years from the
  grant date

  
	
   

  	
   

  	
   

  
	
  Annual Option Grant

  	
   

  	
  Non-Executive Chairman of
  the Board: Stock options with a Black-Scholes value of $250,000

  Lead Director: Stock options with a Black-Scholes value of $200,000

  Other Non-Employee
  Directors: Stock options with a Black-Scholes value of $150,000

  Grant Date/vesting: Options will be granted (and valued) on the date of each
  Annual Meeting of Stockholders; vests 100% on the earlier of the first
  anniversary of the grant date or the date of the next calendar year’s Annual
  Meeting of Stockholders

  
	
   

  	
   

  	
   

  
	
  Meeting Fee - Board
  Meetings

  	
   

  	
  $4,000 per meeting
  attended (in person) (except for Non-Executive Chairman of the Board and Lead
  Director, see below)

  $1,000 per meeting attended (by phone)

  
	
   

  	
   

  	
   

  
	
  Meeting Fee - Committee
  Meetings (non-Chair members)

  	
   

  	
  Audit Committee: $2,000
  per meeting attended (in person or by phone)

  Other Committees: $1,500 per meeting attended (in person of by phone)

  
	
   

  	
   

  	
   

  
	
  Meeting Fee - Committee
  Chairmen

  	
   

  	
  Audit Committee: $4,000
  per meeting led (in person or by phone)

  Other Committees: $3,500 per meeting led (in person of by phone)

  
	
   

  	
   

  	
   

  
	
  Meeting Fee —
  Non-Executive Chairman of the Board

  	
   

  	
  $5,000 per Board Meeting led

  
	
   

  	
   

  	
   

  
	
  Meeting Fee - Lead
  Director

  	
   

  	
  $5,000 per Board Meeting
  led

  
	
   

  	
   

  	
   

  
	
  Meeting Fee —
  Non-Committee Members Attending Committee Meetings

  	
   

  	
  Paid the same per meeting
  fee as a non-Chair member of the Committee

  



 

















 


Director Benefits


 


	
  Expense
  Reimbursement

  	
   

  	
  Cubist
  shall reimburse the cost of all reasonable travel related expenses and meals
  incurred in connection with attending Board or Committee Meetings. Directors
  should travel one class below first class. Exceptions will be handled on a
  case-by-case basis and should be submitted to the Chairman (or, if there is
  no Chairman, the Lead Director)

  
	
   

  	
   

  	
   

  
	
  D &
  O Insurance

  	
   

  	
  Cubist
  provides Director & Officer Insurance for all Board Members.

  
	
   

  	
   

  	
   

  
	
  NACD
  Membership

  	
   

  	
  Cubist
  provides a membership to the National Association of Corporate Directors for
  all Board Members

  
	
   

  	
   

  	
   

  
	
  Director
  Education Programs

  	
   

  	
  Cubist
  supports director education and will reimburse directors for reasonable
  expenses incurred in connection with participation in director education
  programs. Directors are expected to report all such participation to the
  Secretary of the Corporation. Cubist also provides in-house direction
  education and has a Director Orientation Program.

  



 


Administration


 


1.               Cubist delivers a
check at each regularly scheduled in-person Board Meeting that includes
compensation for all Board and Committee meetings attended since the last
regularly scheduled in-person Board Meeting. 
Included with the check is an Attendance Report and Stock Option Report.  Directors are compensated for Board or
Committee meetings designated by the Chairman of the Board, Lead Director, or
Committee Chairman, as the case may be, for which minutes are prepared.


 


2.               Board retainer is
payable on an annual basis as of the date of the Annual Meeting of Stockholders
in either cash or stock, in recognition of the previous 12 months of service
beginning on the date of the previous calendar year’s Annual Meeting of
Stockholders. Stock or cash election will be made in March. The retainer shall
be pro-rated based on the number of months served as a Director in the previous
12 months.


 


3.               Receipts must be
submitted to Cubist’s CEO within 60 days of each travel engagement.


 


4.               A summary of Cubist Director &
Officers Insurance Policy is included in the Director’s Handbook.