Non-Employee Director Compensation Summary



 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 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. 
 Payment of Fees: Reimbursement of Travel and Other Expenses

 In addition to the above mentioned stock option grants, each non-employee director will receive an annual retainer of $20,000 for his service on
the Board during 2009. This retainer will be prorated for any non-employee director who serves for only part of the year. Additional amounts will be paid to the non-employee directors during 2009 as follows: 
  

				
	 Position
	  	Additional
Fees
	 Executive Chairman of the Board – Retainer
	  	$	30,000
	 Audit Committee Chair – Retainer
	  	$	15,000
	 Compensation Committee Chair – Retainer
	  	$	10,000
	 Nominating & Governance Committee Chair – Retainer
	  	$	10,000
	 Board meeting fee - regular meeting
	  	$	1,500
	 Board meeting fee - telephonic meeting
	  	$	750
	 Audit Committee meeting - Each member
	  	$	1,250
	 Compensation Committee meeting - Each member
	  	$	1,000
	 Nominating & Governance meeting - Each member
	  	$	1,000
	 Audit Committee telephonic meeting - Each member
	  	$	1,000









				
	 Position
	  	Additional
Fees
	 Compensation Committee telephonic meeting - Each member
	  	$	750
	 Nominating & Governance telephonic meeting - Each member
	  	$	750
	 Per diem for additional work performed on site, in support of Board and/or Committee responsibilities
	  	 	Waived for 2009

 All retainer amounts will be paid quarterly during the fiscal year. Non-employee directors also receive
reimbursement for reasonable travel and other expenses in connection with attending Board and committee meetings during the fiscal year. 
 Additional
Fees for Executive Chairman of the Board 
 In February 2009, the Board of Directors created a new position of Executive Chairman of
the Board of Directors and elected John H. Forsgren to this position. In addition to the compensation described above, Mr. Forsgren receives cash compensation of $10,000 per month for his services as Executive Chairman of the Board, and
received a fully vested restricted stock grant of 50,000 shares in March 2009 in connection with his election to this position. Mr. Forsgren’s responsibilities as Executive Chairman include assisting with the Company’s current
operational and strategic initiatives.
 The foregoing summary replaces and supersedes the Non-Employee Director Compensation Summary filed
as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.