srdx-ex101_29.htm





EXHIBIT 10.1

 
Board Compensation Policy
Surmodics, Inc.

(Approved: May 14, 2019)

Directors of Surmodics, Inc. (the “Company”) that are not employed by the Company (“non-employee directors”) are entitled to the compensation set forth below for their service as a member of the Board of Directors (the “Board”) of the Company.  The Board reserves the right to amend this policy from time to time.  Unless expressly stated otherwise, amendments to this policy shall only have prospective effect.

A.Cash Compensation.  Each non-employee director of the Company will be entitled to receive annual cash retainers as follows:


		
	
Board-level Service
	
 

	
Cash Retainer (all directors)
	
45,000

	
Additional Cash Retainer (Board chair)
	
40,000




 


			
	
Committee-level Service
	
Chair
	
Member

	
Audit
	
20,000
	
10,000

	
Organization and Compensation
	
15,000
	
6,500

	
Corp Gov and Nominating
	
10,000
	
5,000




The cash retainers set forth above will become payable quarterly in arrears on the first trading day of each calendar quarter.  The annual cash retainer shall be reduced by 25% if a non-employee director does not attend at least 75% of the total meetings of the Board and Board committees on which such director served during the applicable fiscal year.  If, for any reason, a director does not serve an entire calendar quarter, the cash retainers will be pro-rated based on such director’s length of service during such calendar quarter.

B.Equity Compensation.  In addition to the cash compensation described above, each non-employee director will also receive the following equity grants:

1.Initial Grant:  Upon his or her initial election or appointment to the Board, each non-employee director will be awarded an equity grant having a value of $115,000, one-half of such award shall be in the form of a nonqualified stock option to purchase shares of the Company’s common stock (“Stock Options”) and the other half shall be in the form of restricted stock units (“RSUs”).

2.Annual Grant:  On the date of the Company’s annual meeting of shareholders during each fiscal year, (a) each non-employee director (other than the Board chair) will be awarded an equity grant having a value of $115,000, and (b) the Board chair will be awarded an equity grant having a value of $124,000, in either case (a) or (b), one-half of such award shall be in the form of Stock Options and the other half shall be in the form of RSUs.  The value of the first annual equity grant following a director’s initial election or appointment to the Board will be pro-rated based on such director’s length of service on the Board during the preceding 12-month period.

C.Stock in Lieu of Cash.  A non-employee director may elect, in a form and in a manner prescribed by the Company, to receive all or a portion of their cash retainers (“Deferred Retainers”) in the form of deferred stock units (“DSUs”).  Such DSU award will be granted on the last trading day of the calendar quarter for which the applicable Deferred Retainers would have otherwise been paid, and the number of DSUs covered by such award will be determined using the fair market value of the Company’s common stock (i.e., the closing price) on such date.  Such DSUs will be fully vested as of the date of grant and will be paid in shares of the Company’s common stock on a one-for-one basis upon the termination of the director’s service on the Board (or, if earlier 

 



Surmodics, Inc.

Board Compensation Policy (continued)

Page 2 of 2

 

 

and as permitted under applicable tax law, upon the occurrence of a change in control event).  Any such election to receive an equity award in lieu of cash retainers must be made prior to the December 31 that precedes the calendar year during which the Deferred Retainers are earned by the non-employee director (or such earlier date as may be prescribed by the Company).  A newly appointed or elected non-employee director may make such an election to receive an equity award in lieu of cash retainers at any time within 30 days after the director’s initial election or appointment to the Board, and such election will be effective for the first quarter following the quarter in which the election is received by the Company.

D.Expense Reimbursement.  All non-employee directors will be entitled to reimbursement from the Company for their reasonable travel and other expenses incurred in connection with attending Board or committee meetings.

E.General Provisions.  All equity awards provided pursuant to this policy shall be granted under the Company’s 2019 Equity Incentive Plan or any successor plan designated by the Board (the “Plan”) and shall include the terms set forth below.  All such awards shall be evidenced by, and subject to the terms and conditions set forth in, a written agreement in substantially the form approved by the Board. 

1.Stock Options.  The number of Stock Options granted will be determined using the Company’s Black-Scholes valuation methodology as of the date of grant.  Each Stock Option grant will (a) have a seven-year term, (b) vest ratably on a monthly basis and will become fully vested upon the earlier of (i) the 12-month anniversary of the grant date, or (ii) the date of the next year’s annual meeting, and (c) have an exercise price equal to the fair market value of the Company’s common stock (i.e., the closing price) on the date of grant.

2.Restricted Stock Units.  The number of RSUs granted will be determined using the fair market value of the Company’s common stock (i.e., the closing price) on the date of grant.  Each RSU grant will vest ratably on a monthly basis and will become fully vested upon the earlier of (i) the 12-month anniversary of the grant date, or (ii) the date of the next year’s annual meeting (except for DSUs granted in lieu of cash compensation which shall be fully vested as of the date of grant).

3.Stock Ownership Guidelines.  RSUs and DSUs shall be considered owned, but only the extent vested, for purposes of the Company’s stock ownership guidelines applicable to non-employee directors.

4.Effect of Termination of Service.  In the event the director’s service on the Board terminates for any reason, (a) all outstanding and unvested Stock Options or RSUs shall expire and be canceled, (b) except as set forth below, all vested Stock Options shall remain exercisable for up to three months after the date of such termination of service, but not later than the date the option expires, and (c) all vested RSUs and DSUs shall be settled in shares of the Company’s common stock on a one-for-one basis.  Notwithstanding the foregoing, in the event that the director’s service on the Board terminates as a result of a disability or death, the director’s guardian or legal representative may exercise the options not later than the earlier of the date the options expire or six months after the date that the director’s service ceases by reason of such disability or death.