ex10_2.htm


    
      

    

    
      Exhibit
10.2


       

    

    DIRECTORS’
COMPENSATION PROGRAM

     

    On
February 2, 2010, The Board of Directors (the “Board”) of Cambrex Corporation
(the “Company”) approved the following Director Compensation
Program:

    


    1.        
    Cash Compensation

    


    a.  Effective for 2010, the
Company will pay each non-employee director of the Company except the Chairman,
an Annual Retainer fee of $30,000.

    


    b.  Effective for 2010, the
Company will pay the Chairperson of the Audit Committee an additional Annual
Retainer fee of $6,000 and will pay the Chairperson of the Compensation,
Governance and Regulatory Affairs Committees of the Board of Directors
additional Annual Retainer fees each in the amount of $2,000.

    


    c.  As approved by the Board
in 2005, the Company will continue to pay each non-employee director of the
Company, $1,000 for each telephonic Board and Committee meeting, except that the
Chairpersons of the Audit, Compensation, Governance and Regulatory Affairs
Committees will each receive $1,500 for each telephonic Committee meeting
chaired.

    


    d.  As approved by the Board
in 2005, the Company will continue to pay each non-employee director of the
Company, $1,500 for each in-person Board and Committee meeting attended, except
that the Chairpersons of the Audit, Compensation, Governance and Regulatory
Affairs Committees will receive $2,000 for each in-person Committee meeting
chaired.

    


    e.  As approved by the Board
in 2005, all retainer and meeting fees will continue to be paid in
cash.

    


    f.  As approved by the Board
in 2005, directors will receive reimbursement for expenses incurred in
connection with meeting attendance.

    


    g.  As approved by the Board
in 2005, employees of the Company who are also directors will not receive any
separate fees for acting as directors.

    


    h.  As approved by the Board
in 1995, non-employee directors may defer receipt of Board fees under the
Non-Employee Directors’ Deferred Compensation Plan.

    


    i.  As approved by the Board
in 2008, the Company shall pay the non-employee Chairman an Annual Retainer fee
of $200,000.  The non-employee Chairman shall not receive any
additional retainer or meeting fees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.       
     Equity Compensation

    


    Effective in 2010, on the first
business day following the Annual Meeting of Shareholders, each non-employee
Director shall receive an annual award of Restricted Stock Units (“RSUs”)
equivalent in value to Twenty Thousand Dollars ($20,000), such number of RSUs to
be determined by dividing the sum of Twenty Thousand Dollars ($20,000) by the
average of the highest and lowest reported sales prices of the Company’s stock
as reported on the New York Stock Exchange or other principal exchange on which
the common stock is then listed on the date of the award, provided that such
RSUs shall neither vest nor be available for sale until a period of six (6)
months from the date of grant.

    


    In 1995 the Board adopted a policy that
each director, within three years after joining the Board, shall have acquired
an amount of Company Common Stock equal in value to the annual Board
retainer.  This policy remains effective.