Exhibit
10.2


 


SYNTA PHARMACEUTICALS CORP.


AMENDED AND RESTATED*


DIRECTOR COMPENSATION POLICY


 


The Board of
Directors of Synta Pharmaceuticals Corp. (the “Company”) has approved the
following policy which establishes compensation to be paid to non-employee directors
of the Company, to provide an inducement to obtain and retain the services of
qualified persons to serve as members of the Company’s Board of Directors.  Each such director will receive as
compensation for his or her services (i) a stock option grant upon his or
her initial appointment or election to the Board of Directors of the Company, (ii) an
annual fee payable in cash and/or stock, (iii) an annual stock option
grant and (iv) additional fees for service on a Committee of the Board of
Directors or as Chairman of the Board of Directors, all as further set forth
herein.


 


Applicable
Persons


 


This Policy shall
apply to each director of the Company who (a) is not an employee of the
Company or any Affiliate and (b) does not receive compensation as a consultant  to the Company or any Affiliate unless
such compensation is received solely for services provided as a member of the
Scientific Advisory Board (each, an “Outside Director”).  Affiliate shall mean a corporation which is a
direct or indirect parent or subsidiary of the Company, as determined pursuant
to Section 424 of the Internal Revenue Code of 1986, as amended.


 


Stock
Option Grant Upon Initial Appointment or Election as a Director


 


Number of Shares


 


Each new Outside
Director on the date of his or her initial appointment or election to the Board
of Directors, shall be automatically and without any further action required by
the Board of Directors granted a non-qualified stock option to purchase 15,000
shares of the Company’s common stock under the Company’s then applicable
stockholder-approved stock plan (the “Stock Plan”), subject to automatic
adjustment in the event of any stock split or other recapitalization affecting
the Company’s common stock.


 


Vesting Provision


 


Such option shall
vest as to 25% of such grant on the first anniversary of the date of grant of
the option and as to an additional 6.25% of such grant on the last day of each
successive three month period thereafter, provided such Outside Director
continues to serve as a member of the Board of Directors.  However, in the event of termination of
service of an Outside Director, such option shall vest to the extent of a pro
rata portion through the Outside Director’s last day of service based on the
number of days accrued in the applicable period prior to his or her termination
of service.


 






*  Amended and Restated as of
June 10, 2009.


 

















 


Exercise Price and Term of Option


 


Each option granted shall have an exercise price per
share equal to the Fair Market Value (as defined in the Stock Plan) of the
shares of common stock of the Company on the date of grant of the option, have
a term of ten years and shall be subject to the terms and conditions of the
Stock Plan.  Each such option grant shall
be evidenced by the issuance of a non-qualified stock option agreement.


 


Early Termination of Option Upon Termination of
Service


 


If an Outside Director:


 


a.                                       ceases to be a member of the Board of
Directors for any reason other than death or disability, any then vested and
unexercised options granted to such Outside Director may be exercised by the
director within a period of three months after the date the director ceases to
be a member of the Board of Directors and in no event later than the expiration
date of the option; or


 


b.                                      ceases to be a member of the Board of
Directors by reason of his or her death or disability, any then vested and
unexercised options granted to such director may be exercised by the director
(or by the director’s personal representative, or the director’s survivors)
within a period of one year after the date the director ceases to be a member
of the Board of Directors and in no event later than the expiration date of the
option.


 


Annual
Fee


 


Annual Fee to Each Outside Director (the “Annual Fee”)


 


Each Outside
Director shall be compensated on an annual basis for providing services to the
Company.  Except as otherwise set forth
in this Policy, director compensation shall be paid for the period from July 1
through June 30 of each year.  Each
Outside Director shall receive compensation consisting of one of the following
combinations of cash and/or a grant of common stock, subject to certain
contractual restrictions, under the Stock Plan, at the election of each Outside
Director, as follows:


 


·                  $40,000 cash,


·                  $30,000 cash and such number of shares of
the Company’s common stock as is equal to $10,000 on the Annual Grant Date (as
defined below),


·                  $20,000 cash and such number of shares of
the Company’s common stock as is equal to $20,000 on the Annual Grant Date,


·                  $10,000 cash and such number of shares of
the Company’s common stock as is equal to $30,000 on the Annual Grant Date, or


·                  such number of shares of the Company’s
common stock as is equal to $40,000 on the Annual Grant Date.


 


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Additional Annual Fee to Outside Director Serving as Chairman of the
Board (the “Annual Chairman Fee”)


 


If the Chairman of
the Board of Directors is an Outside Director, he or she shall receive an
additional annual fee of $20,000 for the period from July 1 through June 30
of each year.  Such compensation shall
consist of one of the following combinations of cash and/or a grant of common
stock, subject to certain contractual restrictions, under the Stock Plan, at
the election of the Chairman of the Board of Directors, as follows:


 


·                  $20,000 cash,


·                  such number of shares of the Company’s
common stock as is equal to $20,000 on the Annual Grant Date, or


·                  any combination of cash or grant of
shares that equals $20,000.


 


Calculation of Shares


 


The number of
shares to be received by an Outside Director shall be calculated by dividing
the total dollar amount that the Outside Director has elected to be paid in
shares of common stock for his or her Annual Fee and/or his or her Annual
Chairman Fee, as applicable, by the Fair Market Value (as defined in the Stock
Plan) of the shares of common stock of the Company on the Annual Grant Date
(rounded down to the nearest whole number so that no fractional shares shall be
issued).


 


Election


 


Each Outside
Director shall make an election on the form provided by the Company, indicating
the combination of his or her Annual Fee and, if applicable, his or her Annual
Chairman Fee, as of or prior to June 30 of each year.  In the event that an Outside Director has not
submitted his or her election for the applicable year by June 30, then the
election of such Outside Director shall be deemed to be the same as the
election made by such Outside Director for the prior year.


 


Cash Payments


 


Any cash portion
of the Annual Fee or Annual Chairman Fee to be paid to an Outside Director
shall be paid quarterly in arrears as of the last day of each calendar quarter,
with the first quarter commencing on July 1, as follows:  September 30, December 31, March 31
and June 30, provided such Outside Director continues to serve as a member
of the Board of Directors as of the applicable date.  If an Outside Director dies, resigns or is
removed during any quarter, he or she shall be entitled to a cash payment for
his or her Annual Fee on a pro rata basis through his or her last day of
service.  If the Chairman of the Board of
Directors dies, resigns as Chairman of the Board or is removed during any
quarter, he or she shall be entitled to a cash payment for his or her Annual
Chairman Fee on a pro rata basis through his or her last day of service as
Chairman of the Board.


 


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Restricted Stock
Grants


 


Shares of common
stock shall be automatically and without any further action required by the
Board of Directors granted on July 1 of each year (the “Annual Grant Date”).


 


The shares issued
as all or part of the Annual Fee shall be subject to a lapsing repurchase right
such that the shares shall be subject to forfeiture to the Company if such Outside
Director is not serving as a member of the Board of Directors as of the end of
the applicable quarter, with the first quarter commencing on July 1, as
follows: the repurchase right shall lapse as to 25% of each such grant on each
of September 30, December 31, March 31 and June 30
thereafter, provided such Outside Director continues to serve as a member of
the Board of Directors as of the applicable date.


 


The shares issued
as all or part of the Annual Chairman Fee shall be subject to a lapsing
repurchase right such that the shares shall be subject to forfeiture to the
Company if such Outside Director is not serving as Chairman of the Board of
Directors as of the end of the applicable quarter, with the first quarter
commencing on July 1, as follows: the repurchase right shall lapse as to
25% of the grant on each of September 30, December 31, March 31
and June 30 thereafter, provided such Outside Director continues to serve
as Chairman of the Board of Directors as of the applicable date.


 


Initial Annual Fee and Annual Chairman Fee For Newly
Appointed or Elected Directors


 


Each Outside Director who is first appointed or
elected to the Board of Directors after the date of the adoption of this Policy
shall receive his or her first year’s Annual Fee and, if applicable, Annual
Chairman Fee, prorated in accordance with the terms of this Policy from the
beginning of the next calendar quarter after his or her initial appointment or
election through the following June 30. 
Each such Outside Director shall make an election prior to the beginning
of the next calendar quarter after his or her initial appointment or election
as to the combination of cash and/or stock. 
Any shares to be issued to such Outside Director as part of such compensation
shall be automatically and without any further action required by the Board of
Directors granted on the first day of such next calendar quarter.  Any such shares shall be subject to a pro
rata lapsing repurchase right as of the last day of each quarter remaining in
such initial period, provided, with respect to the Annual Fee, such Outside
Director continues to serve as a member of the Board of Directors, or, with
respect to the Annual Chairman Fee, such Outside Director continues to serve as
Chairman of the Board of Directors, as of the end of the applicable quarter.


 


Purchase Price and
Other Provisions Applicable to All Stock Grants


 


Shares granted
shall have a purchase price equal to the par value of the common stock on the
Annual Grant Date and shall be subject to the terms and conditions of the Stock
Plan.  The terms of such grant shall be
evidenced by a restricted stock agreement to be entered into between the
Company and the Outside Director.  In
addition, in the event of termination of service of an Outside Director, or
termination of service as Chairman of the Board of Directors, as applicable,
the Company’s lapsing repurchase right shall be deemed to have lapsed to the
extent of a pro rata portion of the shares through the Outside Director’s last
day of service as a director, or the last


 


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day of service as
Chairman of the Board of Directors, as applicable, based on the number of days
accrued in the applicable quarterly period prior to his or her termination of
service.


 


Annual Stock
Option Grant


 


Number of Shares
and Date of Grant


 


Each year, each
Outside Director shall be granted a non-qualified stock option to purchase
5,500 shares of the Company’s common stock under the Stock Plan, subject to
automatic adjustment in the event of any stock split or other recapitalization
affecting the Company’s common stock (the “Annual Stock Option Grants”). In
addition, each year, if the Chairman of the Board of Directors is an Outside
Director, he or she shall be granted an additional non-qualified stock option
to purchase 2,500 shares of the Company’s common stock under the Stock Plan,
subject to automatic adjustment in the event of any stock split or other
recapitalization affecting the Company’s common stock (the “Annual Chairman
Stock Option Grant”).  The Annual Stock
Option Grants and the Annual Chairman Stock Option Grant shall be automatically
and without any further action required by the Board of Directors granted on
the Annual Grant Date.


 


Vesting Provision


 


Each Annual Stock
Option Grant shall commence vesting on July 1 of the year of grant and
shall vest as to 25% of such grant on each of September 30, December 31,
March 31 and June 30 thereafter, provided such Outside Director
continues to serve as a member of the Board of Directors.  Each Annual Chairman Stock Option Grant shall
commence vesting on July 1 of the year of grant and shall vest as to 25%
of such grant on each of September 30, December 31, March 31 and
June 30 thereafter, provided such Outside Director continues to serve as
Chairman of the Board of Directors. However, in the event of termination of
service of an Outside Director, or termination of service as Chairman of the
Board of Directors, as applicable, such option shall vest to the extent of a
pro rata portion through the Outside Director’s last day of service as a
director, or the last day of service as Chairman of the Board of Directors, as
applicable, based on the number of days accrued in the applicable quarterly
period prior to his or her termination of service.


 


Exercise Price and Term of Option


 


Each option granted shall have an exercise price per
share equal to the Fair Market Value (as defined in the Stock Plan) of the
shares of common stock of the Company on the Annual Grant Date, have a term of
ten years and shall be subject to the terms and conditions of the Stock
Plan.  Each such option grant shall be
evidenced by the issuance of a non-qualified stock option agreement.


 


Early Termination of Option Upon Termination of
Service


 


If an Outside Director:


 


a.                                       ceases to be a member of the Board of
Directors for any reason other than death or disability, any then vested and
unexercised options granted to such Outside


 


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Director may be exercised by the director within a
period of three months after the date the director ceases to be a member of the
Board of Directors and in no event later than the expiration date of the
option; or


 


b.                                      ceases to be a member of the Board of
Directors by reason of his or her death or disability, any then vested and
unexercised options granted to such director may be exercised by the director
(or by the director’s personal representative, or the director’s survivors)
within a period of one year after the date the director ceases to be a member
of the Board of Directors and in no event later than the expiration date of the
option.


 


Board
Committee Compensation


 


Each Outside
Director shall also receive an annual fee of $5,000 for each Committee of the
Board of Directors on which such individual serves.  However, the Chairman of each Committee,
other than the Audit Committee, shall receive an annual fee of $10,000, and the
Chairman of the Audit Committee shall receive an annual fee of $15,000 for
services as Chairman.  Payment of such
fees shall be made quarterly in arrears on the last day of each calendar
quarter, with the first quarter commencing on July 1, as follows:  September 30, December 31, March 31
and June 30, provided such Outside Director continues to serve as a member
of such Committee as of the applicable date. Upon the death, resignation or
removal of an Outside Director, payment shall be made pro rata through the last
day of service.


 


Expenses


 


Upon presentation of
documentation of such expenses reasonably satisfactory to the Company, each
Outside Director shall be reimbursed for his or her reasonable out-of-pocket
business expenses incurred in connection with attending meetings of the Board
of Directors, Committees thereof or in connection with other Board related
business.


 


Amendments


 


The Board of
Directors shall review this Policy from time to time to assess whether any
amendments in the type and amount of compensation provided herein should be
adjusted in order to fulfill the objectives of this Policy.


 


DATED:  June 10,
2009


 


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