exv10w44



 






Exhibit 10.44




Non-Employee Director Compensation Summary





 









 








Exhibit 10.44




Non-Employee Director Compensation Summary




     CollaGenex Pharmaceuticals, Inc.’s (the “Company’s”) non-employee directors currently consist
of: (i) Peter R. Barnett, D.M.D.; (ii) Robert C. Black; (iii) James E. Daverman; (iv) Robert J.
Easton; (v) Brian M. Gallagher, Ph.D.; (vi) W. James O’Shea; and (vii) Robert A. Beardsley. In
2004, non-employee directors of the Company received an annual retainer, which was paid in February
2004. In addition to this retainer, non-employee directors were entitled to receive a fee for each
regularly scheduled board meeting attended in person and an annual fee for each committee on which
the non-employee director serves. The table below sets forth the annual retainer, per board
meeting fees and annual committee meeting fees paid to our non-employee directors in 2004:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	2004 Annual	 	 	 	Fee Per Board	 	 	 	Annual Fee Per	 	 
	 	 	 	 	Retainer(3)	 	 	 	Meeting Attended	 	 	 	Committee Served	 	 
	 	Peter Barnett
	 	 	$	12,000	 	 	 	$	2,000	 	 	 	$	1,000	 	 
	 	Robert Black
	 	 	$	12,000	 	 	 	$	2,000	 	 	 	$	1,000	 	 
	 	James Daverman
	 	 	$	17,520	(1)	 	 	$	3,000	 	 	 	$	1,000	 	 
	 	Robert Easton
	 	 	$	12,000	 	 	 	$	2,000	 	 	 	$	1,000	 	 
	 	Brian Gallagher
	 	 	$	12,000	 	 	 	$	2,000	 	 	 	$	1,000	 	 
	 	Stephen Kaplan
	 	 	$	12,000	 	 	 	$	2,000	 	 	 	$	1,000	 	 
	 	James O’Shea
	 	 	$	12,000	 	 	 	$	2,000	 	 	 	$	1,000	 	 
	 	Robert A. Beardsley(2)
	 	 	 	—	 	 	 	$	2,000	 	 	 	 	—	 	 
	 











	(1)	 	Represents the pro-rata portion of an $18,000 annual retainer commencing on January 31,
2004.
	 
	(2)	 	Mr. Beardsley was appointed to the Company’s Board of Directors on December 7, 2004 as the
successor to Mr. Kaplan.
	 
	(3)	 	In addition, the Company provided reimbursement to directors for reasonable and necessary
expenses incurred in connection with attendance at meetings of the Board of Directors and
other Company business.





     On May 25, 2004, the Company granted to each non-employee director, options to purchase 12,000
shares of common stock, with the exception of Mr. Daverman, the Chairman of the Board, who received
options to purchase 18,000 shares of common stock, each at an exercise price per share of $10.05.
Such options vest in four equal annual installments commencing one year after the date of grant.
Upon his appointment to the Board in December 2004, Mr. Beardsley was granted options to purchase
25,000 shares of common stock at an exercise price per share of $5.59. Such options vest in five
equal annual installments commencing one year after the date of grant.



 









 





     Upon re-election at the Company’s annual meetings of stockholders, each non-employee director
shall automatically be granted an option to purchase 12,000 shares of the Company’s common stock,
with the exception of Mr. Daverman who shall be granted an option to purchase 18,000 shares of the
Company’s Common Stock, at an exercise price per share equal to the then current fair market value
per share. All such options shall become exercisable in four equal annual installments commencing
one year after the date of grant, provided that the optionee then remains a director.



     Pursuant to the Company’s 1996 Non-Employee Director Stock Option Plan (the “Non-Employee
Plan”), each new non-employee director is automatically granted an option to purchase 25,000 shares
of common stock, at an exercise price per share equal to the then current fair market value per
share. All such options become exercisable in five equal annual installments commencing one year
after the date of grant, provided that the optionee then remains a director. The right to exercise
annual installments of options under the Non-Employee Plan will be reduced proportionately based on
the optionee’s actual attendance at meetings of the Board of Directors if the optionee fails to
attend at least 75% of the meetings of the Board of Directors held in any calendar year.