Director Retention Agreement with Arlene Morris



 EXHIBIT 10.24 
 

 
 Arlene Morris 
 [Address] 
 Re:    Retention as member of Board of Directors 
 Dear Ms. Morris: 
 This letter will confirm our discussions with respect to your service with Phenomix Corporation as a member of the Board of Directors commencing on September 25,
2007. 
 Phenomix will supply periodic briefings on its business, director packages for each board and committee meeting, copies of minutes of meetings and
any other materials that are required under Phenomix’ Articles and Bylaws or the charter of any committee of the board on which you serve and any other materials which may, by mutual agreement, be necessary for performing the services requested
under this contract. You will attend, in person or via telephone, meetings of the Board of Directors which may be necessary to conduct the business of Phenomix. 
 In consideration for your services to Phenomix, Phenomix shall pay you a retainer of $10,000 per year during the term of this agreement (payable in quarterly installments beginning September 1, 2007), and $1,500 per board meeting
attended in person (approximately five per year). These payments may be revised by action of Phenomix’ Board of Directors from time to time. To the extent your services require out of town travel, Phenomix Corporation will reimburse your
reasonable out-of-pocket expenses related to such travel. 
 In addition, you shall receive an initial option grant to purchase 50,000 shares under the terms
of Phenomix’ 2001 Stock Option Plan, subject to Board approval. The option exercise price shall be at fair market value on the date of grant (which we anticipate will occur at the next Board meeting on September 18, 2007) as determined by
the Board in accordance with the Plan and twenty-five percent of the options shall vest on each anniversary of the date of grant. Subsequent option grants will be as determined by action of Phenomix’ Board of Directors from time to time.

 Invoices for additional out-of-pocket expenses shall be submitted to Laura Shawver. Such invoices must be approved by her as to form and completeness and
must be accompanied by supporting receipts and documentation. 
  

 Phenomix Corporation ·5871 Oberlin Drive, Suite 200 · San Diego, CA 92121·
858-731-5200 telephone· 858-731-5226 facsimile 








 Phenomix will execute an indemnification agreement in favor of you substantially in the form of the agreement attached
hereto. In addition, Phenomix will provide directors and officer’s liability insurance as determined by the Board of Directors. 
 Your engagement shall
continue and be automatically renewed on the date of your reelection as a member of Phenomix’ Board of Directors for the period of such new term unless the Board of Directors determines not to nominate you for reelection or you are not
reelected by our stockholders. 
 If the above is acceptable to you, kindly acknowledge your agreement by signing the copy of this letter and returning to
the attention of Laura Shawver at Phenomix. We welcome you to our board and look forward to working with you for the continued success of Phenomix Corporation. 
 Sincerely, 
 /s/ Deepa Pakianathan 
 Deepa Pakianathan, Ph.D 
 Chair, Governance Committee 
  

	Cc:	 	Laura Shawver 


	  	 	John Diekman 

 Accepted by: 

 

	
	
	 /s/ Arlene Morris

	 Arlene Morris


 Dated:              October 1, 2007