Form of Non-Employee Director Compensation Policy, as amended on April 18, 2011



 Exhibit 10.7 

 
 



 
 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

The purpose of this Director Compensation Policy of Aegerion Pharmaceuticals, Inc., a Delaware corporation (the
“Corporation”), is to provide a total compensation package that enables the Corporation attract and retain, on a long-term basis, high caliber directors who are not employees or officers of the Corporation or its subsidiaries. This
policy will become effective as of the closing of the Company’s initial firm commitment underwritten public offering of equity securities (the “Effective Date”). 

In furtherance of this purpose, following the Effective Date, all non-employee directors shall be paid cash compensation for services
provided to the Corporation as set forth below. 
  

													
	 	  	Annual Retainer	 	  	In-Person
Attendance
Per 
Meeting	 	  	Telephonic
Attendance
Per 
Meeting	 
	 Board
	  				  				  			
	 Chairman of the Board
	  	$	40,000	  	  	$	2,000	  	  	$	1,000	  
	 Other Directors
	  	$	25,000	  	  	$	2,000	  	  	$	1,000	  
	 Audit Committee
	  				  				  			
	 Committee Chairman
	  	$	35,000	  	  	$	1,000	  	  	$	1,000	  
	 Committee Members
	  	 	—  	  	  	$	1,000	  	  	$	1,000	  
	 Compensation Committee
	  				  				  			
	 Committee Chairman
	  	$	35,000	  	  	$	1,000	  	  	$	1,000	  
	 Committee Members
	  	 	—  	  	  	$	1,000	  	  	$	1,000	  
	 Nominating and Corporate Governance Committee
	  				  				  			
	 Committee Chairman
	  	$	30,000	  	  	$	1,000	  	  	$	1,000	  
	 Committee Members
	  	 	—  	  	  	$	1,000	  	  	$	1,000	  

 The Annual Retainer will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee
director. Amounts owing to non-employee directors as Annual Retainer shall be annualized, meaning that non-employee directors who join the board during the calendar year, and with respect to all non-employee directors for 2010, such amounts shall be
pro rated based on the number of calendar days served by such director. 
 The non-employee directors shall also be eligible to
participate in the Corporation’s stock option plans on a case by case basis. Following the Effective Date, each person who is appointed or elected to the Board of Directors, or is re-elected to the Board of Directors, as a non-employee director
will be eligible to receive an initial option to purchase that number of shares of the Company’s common stock that represents 0.1% of the Company’s total number of outstanding shares of capital stock on a fully-diluted basis, assuming the
exercise of all outstanding options and warrants and the conversion of all outstanding convertible securities on the date he or she first becomes (or is re-elected as) a non-employee director (the “Initial Director Option Grant”).
For so long as the non-employee director remains on the Board of Directors, the non-employee director will be eligible to receive an additional option to purchase that number of shares of the Company’s common stock that represents 0.05% of the
Company’s total number of outstanding shares of capital stock on a fully-diluted basis, assuming the exercise of all outstanding options and warrants and the conversion of all outstanding convertible securities on the grant, such award to be
made each year immediately after the Company’s annual meeting of stockholders (the “Annual Director Option Grant” and together with the Initial Director Option Grant, the “Director Option Grants”). For so long
as the non-employee director remains on the Board of Directors, the Director Option Grants shall vest one-third (1/3) on each one-year anniversary of the date of grant. Director Option Grants become








 
immediately exercisable upon the death, disability or retirement of a director or upon a change in control of the Company. In addition, the form of option agreement will give directors up to one
year following cessation of service as a director to exercise the options (to the extent vested at the date of such cessation), provided that the director has not been removed for cause. All of the foregoing options will be granted at fair market
value on the date of grant. 
 In addition to the above-described compensation, the Chairmen of the Audit Committee and the
Compensation Committee will be entitled to receive a one-time grant of restricted stock equal to 0.15% of the Company’s total number of outstanding shares of capital stock on a fully-diluted basis, assuming the exercise of all outstanding
options and warrants and the conversion of all outstanding convertible securities on the grant, such award to be made when the applicable director is first elected to the position as a Chairman (the “Chairman Stock Grants”). For so
long as the non-employee director remains as Chairman of the Audit Committee or Compensation Committee, as applicable, the Chairman Stock Grants shall vest one-third (1/3) on each one-year anniversary of the date of grant. 

The foregoing compensation will be in addition to reimbursement of all out-of-pocket expenses incurred by directors in attending meetings
of the Board of Directors. 
 ADOPTED BY THE BOARD OF DIRECTORS: September 15, 2010 

AMENDED BY THE BOARD OF DIRECTORS: April 18, 2011