**EXHIBIT 10.3**

 

**CALIPER LIFE SCIENCES, INC.**

 

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY**

[As Amended and Restated Effective as of April 10,2009]

 

SECTION 1.PURPOSE

 

Caliper LifeSciences, Inc.’s Non-Employee Director Compensation Policy (the “Policy”)has been established by Caliper Life Sciences, Inc (the “Company”) to attractand retain as members of its Board of Directors persons who are not full-timeemployees of the Company or any of its subsidiaries but whose businessexperience and judgment are a valuable asset to the Company and itssubsidiaries.

 

SECTION 2.DIRECTORS COVERED

 

As used in this Policy,the term “Director” means any person who is elected to the Board of Directorsof the Company and is not a full-time employee of the Company or any of its subsidiaries.

 

SECTION 3.ANNUAL RETAINERS PAYABLE TO DIRECTORS

 

3.1                                 Annual Retainer.  EachDirector, other than any Director serving as Chairman, shall be entitled to anannual retainer fee of Forty Thousand Dollars ($40,000), and any Directorserving as Chairman shall be entitled to an annual retainer fee of FiftyThousand Dollars ($50,000), in each case payable quarterly in arrears for eachcalendar quarter or portion thereof that s/he holds such office with theCompany.

 

3.2                                 Audit CommitteeRetainers.  The annualcash retainer paid to the Directors serving on the Audit Committee shall be Four Thousand Dollars ($4,000) peryear; and the annual retainer paid to the Director serving as Chair of theAudit Committee shall be Ten Thousand Dollars ($10,000) per year, in each case payable quarterly in arrearsfor each calendar quarter or portion thereof that s/he holds such office withthe Company.

 

3.3                                 Compensationand Corporate Governance and NominatingCommittee Retainers.  The annual cash retainer paid to Directorsserving on the Compensation Committee or the Corporate Governance andNominating Committee shall be Two Thousand Dollars ($2,000) per year; and theannual retainer paid to the Director serving as Chair of either of theseCommittees shall FiveThousand Dollars ($5,000 per year), in each case payable quarterly in arrears for eachcalendar quarter or portion thereof that s/he holds such office with theCompany.

 

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SECTION 4.NON-DISCRETIONARY EQUITY GRANTS TO DIRECTORS

 

4.1                                 Initial Equity Grants.  Without any further action ofthe Board, each person who is elected or appointed for the first time to be aDirector automatically shall, upon the date of his or her initial election orappointment to be a Director, be granted an option to purchase Twenty-FiveThousand (25,000) shares of Common Stock of the Company (“Common Stock”).  Each such initial equity grant shall vest inequal portions on a monthly basis for forty-eight (48) months from the date ofgrant during the Director’s active service as a director of the Company.

 

4.2                                 Annual Equity Grants.  Without any further action ofthe Board, each Director shall be granted the following equity awards on anannual basis:

 

(a)                       on the dayfollowing each Annual Meeting of the stockholders of the Company (each, an “AnnualMeeting”), commencing with the Annual Meeting in 2009, each person who is thena Director, otherthan any Director serving as Chairman of the Board, and has been a Director forat least six (6) months, automatically shall be granted an equity award withan aggregate total value of Thirty Five Thousand Dollars ($35,000), comprisedof (i) an award of restricted Common Stock for such number of shares ofCommon Stock as is equal to Seventeen Thousand Five Hundred Dollars ($17,500)divided by the fair market value of a share of Common Stock on the date of suchgrant and (ii) an option to purchase the number of shares of Common Stockthat will result in such option have a fair value of Seventeen Thousand FiveHundred Dollars ($17,500) on the date of such grant, as measured by the optionvaluation model then used by the Company for its financial statement reportingpurposes.

 

(b)                      on the dayfollowing each Annual Meeting, commencing with the Annual Meeting in 2009, anyDirector who is then serving as Chairman of the Board, automatically shall be grantedan equity award with an aggregate total value of Fifty Thousand Dollars($50,000), comprised of (i) an award of restricted Common Stock for suchnumber of shares of Common Stock as is equal to Twenty Five Thousand Dollars($25,000) divided by the fair market value of a share of Common Stock on thedate of such grant and (ii) an option to purchase the number of shares ofCommon Stock that will result in such option have a fair value of Twenty FiveThousand Dollars ($25,000) on the date of such grant, as measured by the optionvaluation model then used by the Company for its financial statement reportingpurposes.

 

Annual equity awards madeto Directors pursuant to this Section 4.2 shall vest one hundred percent(100%) on the date that is twelve (12) months after the date of grant, providedthat the Director receiving such grant continues to serve as an active directorof the Company on such date.

 

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SECTION 5.MISCELLANEOUS

 

5.1                                 No Implied Rights.  Establishmentof this Policy and coverage hereunder of any person shall not be construed toconfer any right on the part of such person to be nominated for reelection tothe Board of Directors of the Company, or to be reelected to the Board ofDirectors.

 

5.2                                 Amendment or Discontinuance of this Policy.  Whilethe Company expects to continue this Policy, it must necessarily reserve, anddoes hereby reserve, the right to amend or discontinue this Policy at any time,at the discretion of the Board of Directors of the Company; provided, however,that any amendment or discontinuance of this Policy shall be prospective inoperation only, and shall not affect either (i) the payment of anyDirectors’ retainers theretofore earned by any Director, or the conditionsunder which any such retainers are to be paid under this Policy, or (ii) anyequity award previously made to any Director or the conditions of vesting ofany such equity award, in each case unless the Director affected shallexpressly consent thereto.

 

5.3                                 Effectiveness of this Policy.  ThisPolicy is intended to amend and restate in its entirety the Non-EmployeeDirectors’ Cash Compensation Plan adopted by the Company’s Board of Directorson February 27, 2007.  This Policy,other than Section 4, shall become effective immediately upon its approvalby the Board of Directors of the Company. The effectiveness of Section 4 of this Policy shall be contingenton the stockholders of the Company approving the 2009 Equity Incentive Plan atthe Company’s Annual Meeting of Stockholders for 2009, and if such stockholderapproval is not obtained, the equity awards contemplated by Section 4 ofthis Policy shall be made in accordance with the Company’s 1999 Non-EmployeeDirectors’ Equity Incentive Plan until the termination of such Plan inaccordance with its terms.

 

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