Exhibit 10.2


 


EXACT
Sciences Corporation


 


Non-Employee
Director Compensation Policy


 


The purpose of this
Director Compensation Policy of EXACT Sciences Corporation, a Delaware
corporation (the “Company”), is to provide a total compensation package that
enables the Company to attract and retain,
on a long-term basis, high caliber directors who are not employees or
officers of the Company or its subsidiaries. 
For purposes of this policy, non-employee directors shall include any
director serving as an executive officer on an interim basis at the request of
the Company’s Board of Directors (the “Board”).


 


In furtherance of the
purpose stated above, all non-employee directors shall be paid stock
compensation for services provided to the Company as set forth below:


 


On January 1st
of each year, each non-employee director shall be paid an annual retainer equal
to the following dollar value worth of restricted stock of the Company (“Restricted
Stock”) as measured by the closing sale price of the Company’s common stock on
the first trading day following January 1, which shall vest in full one
year from the date of grant, and which shall be subject to 12 months
acceleration of vesting upon an Acquisition (as defined in the Company’s 2000 Stock Option and Incentive Plan (the “2000
Plan”)):


 


	
   

  	
   

  	
  Annual Retainer

  ($ value of Restricted

  Stock)

  	
   

  
	
  Chairman of the
  Board

  	
   

  	
  $

  	
  37,500

  	
   

  
	
  Chairman of a
  Committee

  	
   

  	
  $

  	
  35,000

  	
   

  
	
  Director

  	
   

  	
  $

  	
  25,000

  	
   

  



 


In addition, on the date of the first meeting of the Board
following each annual meeting of the Company’s stockholders, each
non-employee director shall be granted $15,000 worth of Restricted Stock as
measured by the closing sale price of the Company’s common stock on the first
trading day following the date of such meeting of the Board, which shall vest
in full one year from the date of grant, and which shall be subject to 12
months acceleration of vesting upon an Acquisition (as defined in the 2000 Plan).


 


Upon
his or her initial election to the Board, a new director shall receive $25,000
worth of Restricted Stock as measured by the closing sale price of the Company’s
common stock on the first trading day following the date of initial election,
which shall vest in full one year from the date of grant, and which shall be
subject to 12 months acceleration of vesting upon an Acquisition (as defined in
the 2000 Plan).


 


Notwithstanding
the above, the initial election grant and initial annual retainer for 2009 to
Michael E. Singer shall consist of 130,000 shares of Restricted Stock.  For the avoidance of doubt, Mr. Singer
will also be eligible for an annual grant of Restricted Stock at each annual
meeting of the Company’s stockholders beginning in 2009 and an annual retainer
beginning on January 1, 2010.


 


All
vesting under the Restricted Stock grants described in this policy immediately
ceases upon cessation of service as a director for any reason.


 


The foregoing
compensation is in addition to reimbursement of all out-of-pocket expenses
incurred by directors in attending meetings
of the Board.