exv10w3






Exhibit 10.3




SERACARE LIFE SCIENCES, INC.

Fiscal 2009 Director Compensation Program




     Set forth below are the terms of compensation for members of the Board of Directors (the
“Board”) of SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), as well as the
terms of compensation for the various committees of the Board, for the fiscal year beginning
October 1, 2008.



     The Compensation Committee of the Board is providing for the common stock and options to be
granted as set forth below to members of the Board under the Company’s Amended and Restated 2001
Stock Incentive Plan (the “2001 Plan”), pursuant to the Compensation Committee’s authority under
Section 1.2(b) of the 2001 Plan to grant and determine the terms of awards under the 2001 Plan.
The common stock and options set forth below are intended to be in lieu of any automatic awards
under the 2001 Plan during the fiscal year beginning October 1, 2008.



Compensation for Members of the Board



• All Board members (other than Ms. Vogt) shall receive an annual retainer of $20,000, of
which half shall be paid in cash and half shall be paid in common stock of SeraCare. This annual
retainer shall be paid in quarterly installments in advance. The valuation of the shares shall be
based on the closing price of the shares at the end of the first business (trading) day of the
quarter.



• All Board members (other than Ms. Vogt) shall receive a five-year option to purchase 15,000
shares of the Company’s common stock at an exercise price equal to the closing price of the
Company’s common stock on the date of the grant, such grant to be made at such time as may be
determined by the Board. The Option will have a vesting period of twelve (12) months, which vests
quarterly on a pro-rata basis.



• For service as Chairman of the Board of Directors, Mr. Davis will receive additional annual
compensation of $10,000 paid in cash (pro-rated based on the actual period served) to be paid
quarterly in advance, and an additional option grant of 10,000 shares.



• All Board members (other than Ms. Vogt) shall be reimbursed for their expenses in serving
as Board members and shall also be paid a cash fee of (i) $2,000 for each meeting of the Board of
Directors attended in person and (ii) $500 for each meeting attended telephonically. Meeting fees
will be paid quarterly in arrears.




Compensation for Members of the Audit Committee of the Board



• All Audit Committee members other than the Chairman of the committee will receive an annual
cash fee of $5,000, pro-rated for the period served, to be paid quarterly in advance.



• The Chairman of the Audit Committee shall receive an annual cash fee of $7,500, pro-rated
for the period served, to be paid quarterly in advance.




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• All Audit Committee members shall be reimbursed for their expenses in serving as Audit
Committee members and shall also be paid a cash fee of (i) $2,000 for each committee meeting
attended in person and (ii) $500 for each meeting attended telephonically, unless, in either case,
such meeting is scheduled as an adjunct to a scheduled Board of Directors meeting for which the
Directors are already being compensated. Meeting fees will be paid quarterly in arrears.




Compensation for Members of the Compensation Committee of the Board



• All Compensation Committee members other than the Chairman of the committee will receive an
annual cash fee of $2,500, pro-rated for the period served, to be paid quarterly in advance.



• The Chairman of the Compensation Committee shall receive an annual cash fee of $5,000,
pro-rated for the period served, to be paid quarterly in advance.



• All Compensation Committee members shall be reimbursed for their expenses in serving as
Compensation Committee members and shall also be paid a cash fee of (i) $2,000 for each committee
meeting attended in person and (ii) $500 for each meeting attended telephonically, unless, in
either case, such meeting is scheduled as an adjunct to a scheduled Board of Directors meeting for
which the Directors are already being compensated. Meeting fees will be paid quarterly in arrears.




Compensation for Members of the Nominating and Corporate Governance

Committee of the Board



• All Nominating and Corporate Governance Committee members other than the Chairman of the
committee will receive an annual cash fee of $2,500, pro-rated for the period served, to be paid
quarterly in advance.



• The Chairman of the Nominating and Corporate Governance Committee shall receive an annual
cash fee of $5,000, pro-rated for the period served, to be paid quarterly in advance.



• All Nominating and Corporate Governance Committee members shall be reimbursed for their
expenses in serving as Nominating and Corporate Governance Committee members and shall also be paid
a cash fee of (i) $2,000 for each committee meeting attended in person and (ii) $500 for each
meeting attended telephonically, unless, in either case, such meeting is scheduled as an adjunct to
a scheduled Board of Directors meeting for which the Directors are already being compensated.
Meeting fees will be paid quarterly in arrears.





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