**Exhibit 10.44**
Non-Employee Director Compensation Summary
 

 

**Exhibit 10.44**
**Non-Employee Director Compensation Summary**
     CollaGenex Pharmaceuticals, Inc.’s (the “Company’s”) non-employee directors currently consistof: (i) Peter R. Barnett, D.M.D.; (ii) Robert C. Black; (iii) James E. Daverman; (iv) Robert J.Easton; (v) Brian M. Gallagher, Ph.D.; (vi) W. James O’Shea; and (vii) Robert A. Beardsley. In2004, non-employee directors of the Company received an annual retainer, which was paid in February2004. In addition to this retainer, non-employee directors were entitled to receive a fee for eachregularly scheduled board meeting attended in person and an annual fee for each committee on whichthe non-employee director serves. The table below sets forth the annual retainer, per boardmeeting fees and annual committee meeting fees paid to our non-employee directors in 2004:                       2004 Annual   Fee Per Board   Annual Fee Per      Retainer(3)   Meeting Attended   Committee Served   Peter Barnett  $12,000   $2,000   $1,000   Robert Black  $12,000   $2,000   $1,000   James Daverman  $17,520(1)  $3,000   $1,000   Robert Easton  $12,000   $2,000   $1,000   Brian Gallagher  $12,000   $2,000   $1,000   Stephen Kaplan  $12,000   $2,000   $1,000   James O’Shea  $12,000   $2,000   $1,000   Robert A. Beardsley(2)   —   $2,000    —   
(1) Represents the pro-rata portion of an $18,000 annual retainer commencing on January 31,2004. (2) Mr. Beardsley was appointed to the Company’s Board of Directors on December 7, 2004 as thesuccessor to Mr. Kaplan. (3) In addition, the Company provided reimbursement to directors for reasonable and necessaryexpenses incurred in connection with attendance at meetings of the Board of Directors andother Company business.
     On May 25, 2004, the Company granted to each non-employee director, options to purchase 12,000shares of common stock, with the exception of Mr. Daverman, the Chairman of the Board, who receivedoptions to purchase 18,000 shares of common stock, each at an exercise price per share of $10.05.Such options vest in four equal annual installments commencing one year after the date of grant.Upon his appointment to the Board in December 2004, Mr. Beardsley was granted options to purchase25,000 shares of common stock at an exercise price per share of $5.59. Such options vest in fiveequal annual installments commencing one year after the date of grant.
 

 

     Upon re-election at the Company’s annual meetings of stockholders, each non-employee directorshall automatically be granted an option to purchase 12,000 shares of the Company’s common stock,with the exception of Mr. Daverman who shall be granted an option to purchase 18,000 shares of theCompany’s Common Stock, at an exercise price per share equal to the then current fair market valueper share. All such options shall become exercisable in four equal annual installments commencingone year after the date of grant, provided that the optionee then remains a director.
     Pursuant to the Company’s 1996 Non-Employee Director Stock Option Plan (the “Non-EmployeePlan”), each new non-employee director is automatically granted an option to purchase 25,000 sharesof common stock, at an exercise price per share equal to the then current fair market value pershare. All such options become exercisable in five equal annual installments commencing one yearafter the date of grant, provided that the optionee then remains a director. The right to exerciseannual installments of options under the Non-Employee Plan will be reduced proportionately based onthe optionee’s actual attendance at meetings of the Board of Directors if the optionee fails toattend at least 75% of the meetings of the Board of Directors held in any calendar year.