DIRECTOR
COMPENSATION POLICY

    OF
THE BOARD OF DIRECTORS OF MICROMET, INC.

     

     

    This
Director Compensation Policy (the “Policy”) was adopted by the Board of
Directors (the “Board”) of Micromet, Inc. (the “Company”) on June 17, 2009, and
supersedes the Policy previously adopted by the Board.

     

    
      
        	
                1.

              	
                SCOPE

              


      

    

     

    Non-employee
members of the Board of the Company shall be eligible to receive cash
compensation and equity awards as set forth in this Policy.  Such
compensation and awards shall be paid or be made, as applicable, automatically
and without further action of the Board, unless such non-employee director
declines to receive such compensation or awards by notice to the
Company.  This Policy shall remain in effect until it is revised or
rescinded by further action of the Board.

     

    
      
        	
                2.

              	
                CASH
      COMPENSATION

              


      

    

     

    
      	
              2.1

            	
              Annual
      Retainer

            


    

     

    Each
non-employee director shall be eligible to receive an annual retainer of $20,000
for service on the Board.  The Chairman of the Board shall be eligible
to receive an additional annual retainer of $100,000 for service on the
Board.  The annual retainer shall be paid in quarterly installments
within thirty (30) days after the end of each calendar quarter.

     

    
      	
              2.2

            	
              Meeting
      Stipends

            


    

     

    Each
non-employee director shall receive a stipend of $1,500 for each Board meeting
attended in person and $1,000 for each committee meeting attended in
person.  In addition, each non-employee director shall receive such
stipends with respect to telephonic Board meetings and committee meetings if
such telephonic meetings last approximately two hours or longer.  The
meeting stipends will be paid on a quarterly basis within thirty (30) days after
the end of each calendar quarter.

     

    
      	
              2.3

            	
              Expense
      Reimbursements

            


    

     

    The
Company shall reimburse non-employee directors for reasonable expenses incurred
to attend meetings of the Board or its committees.  Any travel
expenses shall be reimbursed in accordance with the Company’s standard travel
policy.  The travel expenses will be reimbursed within thirty (30)
days after receipt by the Company of an invoice together with originals or
copies of receipts showing the payment of such expenses.

     

    
      	
              2.4

            	
              Limitations
      for Members of Audit Committee

            


    

     

    Members
of the Audit Committee may not directly or indirectly receive any compensation
from the Company other than their directors’ compensation in accordance with
this Policy.

     

    
      
        	
                3.

              	
                Equity
      Compensation

              


      

    

     

    
      	
              3.1

            	
              Initial
      Awards

            


    

     

    On the
effective date of his or her election or appointment to the Board, each
non-employee director, other than the Chairman of the Board, automatically shall
be granted a non-qualified stock option to purchase 35,000 shares of Company
common stock.  On the effective date of his or her election or
appointment as Chairman of the Board, the Chairman of the Board automatically
shall be granted a non-qualified stock option to purchase 70,000 shares of the
Company’s common stock.  Each of the options described in this Section
3.1 is referred to herein as an “Initial
Award.”

     

     

    
      
        
          
            	
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              3.2

            	
              Committee
      Chair Awards

            


    

     

    On the
date of each annual meeting of the Company’s stockholders, (i) the Chairman of
the Audit Committee automatically shall be granted a non-qualified stock option
to purchase 7,500 shares of Company common stock, (ii) the Chairman of the
Compensation Committee automatically shall be granted a non-qualified stock
option to purchase 5,000 shares of Company common stock, and (iii) the Chairman
of the Nominating & Corporate Governance Committee automatically shall be
granted a non-qualified stock option to purchase 2,500 shares of common
stock.  The option grants described in this Section 3.2 are referred
to herein as “Committee Chair
Awards.”

     

    
      	
              3.3

            	
              Annual
      Awards

            


    

     

    On the
date of each annual meeting of the Company’s stockholders, each non-employee
director, other than the Chairman of the Board, automatically shall be granted a
non-qualified stock option to purchase 15,000 shares of Company common stock,
and the Chairman of the Board automatically shall be granted a non-qualified
stock option to purchase 30,000 shares of the Company’s common stock. The option
grants described in this Section 3.3 are referred to herein as “Annual
Awards.”

     

    
      	
              3.4

            	
              Terms
      of Stock Option Awards

            


    

     

    
      3.4.1 
General
Terms

    

     

    The stock
options described in this Policy shall be granted under and shall be subject to
the terms and provisions of the Company’s Amended and Restated 2003 Equity
Incentive Award Plan (the “2003 Plan”), as
amended from time to time, and shall be granted subject to the execution and
delivery of award agreements, including attached exhibits, in substantially the
same forms approved by the Board, setting forth the vesting schedule applicable
to such awards and such other terms as may be required by the 2003
Plan.

     

    
      3.4.2 
Exercise
Price

    

     

    The
exercise price of each option granted to a non-employee director shall be the
closing price of a share of common stock of the Company on the date of grant (or
if the stock market was closed on the date of grant, on the last trading day
preceding the date of grant).

     

    
      3.4.3 
Vesting
of Initial Awards

    

     

    Options
granted as Initial Awards to non-employee directors shall become vested in equal
installments at the end of each calendar month over a period of three years from
the date of grant, such that each stock option shall be 100% vested on the third
anniversary of its date of grant, subject to a director’s continuing service on
the Board through such dates.  No portion of an option which is
unexercisable at the time of a non-employee director’s termination of membership
on the Board shall thereafter become exercisable.

     

    
      3.4.4 
Vesting
of Committee Chair Awards and Annual Awards

    

     

    Options
granted as Committee Chair Awards and as Annual Awards shall become vested in
equal installments at the end of each calendar month over a period of one year
from the date of grant, such that each stock option shall be 100% vested on the
first anniversary of the date of grant, subject to a director’s continuing
service on the Board through such date.  No portion of an option which
is unexercisable at the time of a non-employee director’s termination of
membership on the Board shall thereafter become exercisable.

     

    
       

      
        
          
            
              	
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