Exhibit 10.1


 


Summary of Oral Agreement for Payment
of Services

between Adolor Corporation and its Board of Directors


 


(effective as of May 2009)


 


Adolor Corporation (the “Company”)
compensates its non-employee directors through a mix of base cash compensation,
deferred stock and stock option grants. 
The elements of the non-employee directors’ compensation are as follows:


 


	
  Cash and Deferred Stock Compensation:

  	
   

  	
   

  	
   

  
	
  ·   Board Service
  Annual Retainer ($15,000 cash, paid quarterly; $5,000 in deferred stock)

  	
   

  	
  $20,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ·   Per Meeting
  Fees

  	
   

  	
  $2,000/mtg.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ·   Committee
  Service Fees

  	
   

  	
   

  	
   

  
	
  ·

  	
  Committee Member Annual
  Retainer (paid in quarterly installments, in cash, to all Committee members,
  including chairs)

  	
   

  	
  $2,500

  	
   

  
	
  ·

  	
  Audit Committee Chair
  Annual Retainer ($2,500 cash, paid in quarterly installments; $4,000 deferred
  stock award)

  	
   

  	
  $6,500

  	
   

  
	
  ·

  	
  Compensation and
  Governance Committee Chair Annual Retainers (paid as a deferred stock award)

  	
   

  	
  $2,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·   Chairman of
  the Board Annual Retainer (paid as a deferred stock award)

  	
   

  	
  $13,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Equity Compensation - Stock Options:

  	
   

  	
   

  	
   

  
	
  ·    Initial Grant (upon first election or
  appointment to Board)

  	
   

  	
  25,000 options

  	
   

  
	
  ·    Annual Grant (upon the date of the Annual
  Meeting)

  	
   

  	
  20,000 options

  	
   

  



 


Under
the Company’s Amended and Restated 2003 Stock-Based Incentive Compensation Plan
(the “2003 Plan”), the Board may authorize an award of deferred stock whereby
the Company will deliver to the recipient a specified number of shares of Adolor
common stock at the end of a specified deferral period or period.  For the awards to the  non-employee directors, the number of shares
evidenced by the deferred stock awards will be calculated by dividing the cash
value noted above by the closing fair market value of Adolor
common stock on the day immediately prior to the Annual Meeting of Stockholders
(the “Annual Meeting”).  The deferred stock award will vest in full on
the date (the “Vesting Date”) that is one day prior to the date on which the
Company’s next succeeding Annual Meeting is held, provided that the
non-employee director continues to serve in such capacity as of the Vesting Date.


 


Under
the Plan, the initial
grant of 25,000 stock options to a non-employee director is made at the time of
the earlier to occur of such director’s appointment as a director by the Board
or first election to the Board by stockholders. 
This initial award vests over a three-year period, with 33.3% becoming
exercisable on each anniversary of the grant date.


 


Upon
the date of re-election to the Board at the Annual Meeting, a non-employee
director will receive an annual grant of 20,000 stock options that vest in full
on the first anniversary of the date of grant. Stock options granted to
non-employee directors have a ten-year term and are granted with an exercise
price equal to the fair market value of our common stock on the date of grant.


 


The Board of Directors also may grant options under the 2003 Plan to
non-employee directors in addition to the automatic grants described above.