exv10w80






EXHIBIT
10.80




CORNERSTONE THERAPEUTICS INC.



AMENDED AND RESTATED




NON-EMPLOYEE DIRECTOR COMPENSATION AND REIMBURSEMENT

POLICY




Effective
October 31, 2008





			
	A.	 	BOARD FEES FOR NON-EMPLOYEE DIRECTORS




Each member of the Board of Directors (the “Board”) of Cornerstone Therapeutics Inc. (the
“Corporation”) who is not an employee of the Corporation (a “Non-Employee
Director”) will receive the following fees:





	 	-	 	$30,000 annual retainer, payable in installments of $7,500 quarterly in arrears
(payments for partial years shall be made on a pro rata basis); and
	 
	 	-	 	Up to an annual aggregate maximum of $15,000 for attendance fees for the following:






	 	•	 	$2,000 for each meeting of the Board that the Non-Employee Director attends
in person;
	 
	 	•	 	$1,000 for each meeting of any committee of the Board on which the
Non-Employee Director serves that he or she attends in person;
	 
	 	•	 	$1,000 for each meeting of the Board that the Non-Employee Director attends
by teleconference; and
	 
	 	•	 	$500 for each meeting of any committee of the Board on which the
Non-Employee Director serves that he or she attends by teleconference.




The chair of the Audit Committee of the Board will receive an annual fee of $10,000, the chair of
the Compensation Committee of the Board will receive an annual fee of $7,500 and the chair of our
Nomination and Corporate Governance Committee will receive an annual fee of $5,000, each paid
quarterly in arrears (payments for partial quarters shall be made on a pro rata basis). The Lead
Independent Director, if any, will receive an annual fee of $10,000, payable in installments of
$2,500 quarterly in arrears. All attendance fees for Board and committee meetings and
teleconferences shall be paid on a quarterly basis retrospectively.




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	B.	 	EQUITY GRANTS FOR NON-EMPLOYEE DIRECTORS





Each Non-Employee Director will also receive:





	 	•	 	a nonstatutory option under the Corporation’s 2004 Stock Incentive Plan, as amended
(the “2004 Plan”), or other stock incentive plan approved by the Board and
stockholders of the Corporation, to purchase up to 15,000 shares of the Corporation’s
common stock (“Common Stock”) upon his or her initial election to the Board (the
“Initial Grant”); and
	 
	 	•	 	a nonstatutory option to purchase up to 10,000 shares of Common Stock at each year’s
annual meeting after which he or she continues to serve as a director (such option to be
pro-rated for partial years at an amount equal to 1/12 of such shares for each full month
of service from the date of election to the Board until the date of the first annual
meeting) (the “Annual Meeting Grant”).




The per share exercise price of each Non-Employee Director option shall equal the closing price of
the Common Stock on the NASDAQ Capital Market (or on the principal market on which the Common Stock
is traded if other than the NASDAQ Capital Market), on the date of grant (or if no such price is
reported on such date, such price as reported on the nearest preceding date). Such options shall
have a ten-year term. The shares subject to the options under the Initial Grant and the Annual
Meeting Grant become exercisable in 36 equal monthly installments beginning one month from the date
of grant. 100% of any unvested shares subject to the Initial Grant and Annual Meeting Grants will
accelerate upon a “change in control” (as defined in the 2004 Plan) of the Company. The shares
subject to these options shall be subject to appropriate adjustment for stock splits, combinations,
recapitalizations, and other similar events affecting the Common Stock.





			
	C.	 	EXPENSE REIMBURSEMENT FOR NON-EMPLOYEE DIRECTORS





The Corporation shall reimburse each Non-Employee Director for reasonable travel and other expenses
incurred in connection with attending meetings of the Board and its committees.




			
	D.	 	CONTINUING DIRECTOR EDUCATION REIMBURSEMENT FOR
NON-EMPLOYEE DIRECTORS




The Corporation shall pay all reasonable expenses related to continuing director education;
provided, however, that the Corporation shall pay only a pro rata portion of such expenses if such
Non-Employee Director serves on any additional public company boards.




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	E.	 	SERVICE UPON BOARD OF DIRECTORS OF SUBSIDIARIES OF THE CORPORATION




Non-Employee Directors shall not receive any additional fees for attending any meetings of the
board of directors of any subsidiaries of the Corporation (“Subsidiary Boards”) but shall be
eligible for reasonable travel and other expenses incurred in connection with attending meetings of
Subsidiary Boards.





			
	E.	 	CHANGE IN EMPLOYEE STATUS




Any member of the Board who ceases to be employee of the Corporation and who continues to serve as
a member of the Board shall become a Non-Employee Director for purposes of this Policy effective as
of the first calendar day after his or her status as an employee of the Corporation ends. Such
Non-Employee Director would be eligible for attendance fees and equity grants after such change in
employee status; provided, however, the Initial Grant for such Non-Employee Director would be
granted by the Board as of the first meeting of the Board after such individual becomes a
Non-Employee Director.




* * *

Approved by the Board of Directors on December 18, 2008,

effective as of October 31, 2008



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