Exhibit 10.29


 


Millennium Pharmaceuticals, Inc.


Description of Non-Employee Director
Compensation


 


We do
not pay directors who are also Millennium employees any additional compensation
for their service as a director. We do pay our non-employee directors for their
service as directors.


 


Each
year, the Board Governance Committee reviews the compensation we pay to our
non-employee directors. The Committee compares our Board compensation to
compensation paid to non-employee directors by similarly sized public companies
in similar businesses. The Committee also considers the responsibilities that
we ask our Board members to assume and the amount of time required to perform those responsibilities.


 


Below
we show the rate of compensation that we pay to our non-employee directors.


 


Cash Compensation


 


Each director who is not an employee of Millennium receives:


 


	
  Type
  of Fee

  	
   

  	
  Amount

  	
   

  	
  For each

  	
   

  
	
  Annual retainer:

  	
   

  	
  $

  	
  40,000

  	
   

  	
  Year of
  service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional retainer for non-employee
  chairman of the board:

  	
   

  	
  $

  	
  20,000

  	
   

  	
  Year of
  service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional annual retainer for vice
  chairman of the board:

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Year of
  service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional annual retainer for chairman of
  audit committee:

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Year of
  service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional retainer for committee chair
  (other than audit chair):

  	
   

  	
  $

  	
  5,000

  	
   

  	
  Year of
  service

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attendance:

  	
   

  	
  $

  	
  2,000

  	
   

  	
  Board
  meeting attended in person

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000

  	
   

  	
  Board
  meeting by conference telephone

  	
   

  
	
   

  	
   

  	
  $

  	
  1,000

  	
   

  	
  Board
  committee meeting attended in person

  	
   

  
	
   

  	
   

  	
  $

  	
  750

  	
   

  	
  Board
  committee meeting by conference telephone

  	
   

  



 


Millennium also reimburses non-employee directors for reasonable travel
and out-of-pocket expenses in connection with their service as directors.


 

















 


Stock Compensation


 


Directors also participate in our 2000 Stock Incentive Plan. Under the
option program for directors adopted by the Board, our non-employee directors
receive stock option grants as follows:


 


	
   

  	
   

  	
  Number of

  shares

  	
   

  	
  Granted in three installments on

  	
   

  	
  Vesting

  schedule

  
	
  Initial option grant:

  	
   

  	
  35,000

  	
   

  	
  the date the director is first elected, one month later and two
  months later

  	
   

  	
  vest on a monthly basis beginning one month from the date of election
  and become fully vested on the fourth anniversary of the date of election

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual option grant:

  	
   

  	
  15,000

  	
   

  	
  May 1st, June 1st and July 1st of each year, prorated
  for service on the Board of less than one year

  	
   

  	
  1/12th monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-employee chairman of the board:

  	
   

  	
  10,000

  	
   

  	
  the dates of the annual option grant

  	
   

  	
  same as annual grant

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chairman of audit committee

  	
   

  	
  5,000

  	
   

  	
  the dates of the annual option grant

  	
   

  	
  same as annual grant

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Committee chairman (other than audit chairman):

  	
   

  	
  2,500

  	
   

  	
  the dates of the annual option grant

  	
   

  	
  same as annual grant

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice chairman of the board:

  	
   

  	
  5,000

  	
   

  	
  the dates of the annual option grant

  	
   

  	
  same as annual grant