exv10w3w4






Exhibit 10.3.4




SERACARE LIFE SCIENCES, INC.

Fiscal 2010 Director Compensation Program




     Set forth below are the terms of compensation for members of the Board of Directors (the
“Board”) of SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), as well as the
terms of compensation for the various committees of the Board, for the fiscal year beginning
October 1, 2009.



     The Compensation Committee of the Board is providing for the common stock and options to be
granted as set forth below to members of the Board under the Company’s 2009 Equity Incentive Plan
(the “2009 Plan”), pursuant to the Compensation Committee’s authority under Section 3 of the 2009
Plan to grant and determine the terms of awards under the 2009 Plan.



     The
number of shares of common stock that shall be granted to any Board member shall be equal in
number to (1) the dollar amount of the payment to be made in shares of common stock, divided by (2)
the greater of U.S. $1.00 or the closing price per share of the Company’s common stock on the first
trading day of the quarter when payment is due. The resulting share totals shall be rounded down
to the nearest whole share and any fractional amount shall be paid in cash. The remainder shall be
paid in cash.



In
addition, it is the current intention of the Board that each cash
payment to a Board member provided herein (other than the
reimbursement of expenses in serving as members  of the Board and Board
committees) shall be payable 20% in common
stock of the Company.



     Payments to Board members for fees for meetings of the Board and committees as provided herein
shall be no more than $7,500 per fiscal quarter total for all meetings of the Board and committees
during the each fiscal quarter of the year.



Compensation for Members of the Board



•
All Board members (other than Ms. Vogt) shall receive an annual
retainer of $10,000 in cash
(pro-rated based on the actual period served) and $10,000 in common
stock of the Company (pro-rated based on the actual period served), to be
paid  quarterly  in advance.



• All Board members (other than Ms. Vogt) shall receive a five-year option to purchase 15,000
shares of the Company’s common stock at an exercise price equal to the closing price of the
Company’s common stock on the date of the grant, such grant to be made at such time as may be
determined by the Board. The Option will have a vesting period of twelve (12) months, which vests
quarterly on a pro-rata basis.



• For service as Chairman of the Board of Directors, Mr. Davis will receive additional annual
compensation of $10,000 in cash (pro-rated based on the actual period served), to be paid quarterly in
advance. Mr. Davis will also receive an additional option grant of 10,000 shares.



• All Board members (other than Ms. Vogt) shall be reimbursed in cash for their expenses in
serving as Board members and shall also be paid a cash fee of (i) $2,000 for each meeting of the


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Board of Directors attended in person, and (ii) $500 for each meeting attended telephonically.
Meeting fees will be paid quarterly in arrears.




Compensation for Members of the Audit Committee of the Board



• All Audit Committee members other than the Chairman of the committee will receive an annual
cash fee of $5,000 (pro-rated for the period served) to be paid quarterly in advance.



•
The Chairman of the Audit Committee shall receive an annual cash fee of $7,500 (pro-rated for
the period served) to be paid quarterly in advance.



• All Audit Committee members shall be reimbursed in cash for their expenses in serving as
Audit Committee members and shall also be paid a cash fee of (i) $2,000 for each committee meeting
attended in person and (ii) $500 for each meeting attended telephonically, unless, in either case,
such meeting is scheduled as an adjunct to a scheduled Board of Directors meeting for which the
Directors are already being compensated. Meeting fees will be paid quarterly in arrears.




Compensation for Members of the Compensation Committee of the Board



• All Compensation Committee members other than the Chairman of the committee will receive an
annual cash fee of $2,500 (pro-rated for the period served) to be paid quarterly in advance.



•
The Chairman of the Compensation Committee shall receive an annual cash fee of $5,000 (pro-rated
for the period served) to be paid quarterly in advance.



• All Compensation Committee members shall be reimbursed in cash for their expenses in
serving as Compensation Committee members and shall also be paid a
cash fee of (i) $2,000 for each
committee meeting attended in person and (ii) $500 for each meeting attended telephonically,
unless, in either case, such meeting is scheduled as an adjunct to a scheduled Board of Directors
meeting for which the Directors are already being compensated. Meeting fees will be paid quarterly
in arrears.




Compensation for Members of the Nominating and Corporate Governance

Committee of the Board



• All Nominating and Corporate Governance Committee members other than the Chairman of the
committee will receive an annual cash fee of $2,500 (pro-rated for the period served) to be paid
quarterly in advance.



• The Chairman of the Nominating and Corporate Governance Committee shall receive an annual
cash fee of $5,000 (pro-rated for the period served) to be paid quarterly in advance.



• All Nominating and Corporate Governance Committee members shall be reimbursed in cash for
their expenses in serving as Nominating and Corporate Governance Committee members and shall also
be paid a cash fee of (i) $2,000 for each committee meeting attended in person


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and (ii)
$500 for each meeting attended telephonically, unless, in either case, such meeting is
scheduled as an adjunct to a scheduled Board of Directors meeting for which the Directors are
already being compensated. Meeting fees will be paid quarterly in arrears.





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