Director’s Agreement
This Director’s Agreement between Vysis, Inc. ("Vysis"), a Delaware corporation, and Xxxxxx X. Xxxxx, Xx., and is effective May 1, 2001.
WHEREAS, Vysis and Xx. Xxxxx wish to set out the terms of compensation for Xx. Xxxxx’x service upon his election to Vysis’ Board of Directors (“Board”), and for certain consulting services provided by Xx. Xxxxx before his election as a member of Vysis’ Board.
Therefore, Vysis and Xx. Xxxxx agree to the following Director’s Agreement.
(1) Vysis agrees to pay Xx. Xxxxx a monthly retainer fee of $2,000 per month, for each month or part thereof in which he provides consulting services or serves as a member of Vysis’ Board.
(2) Vysis agrees to pay Xx. Xxxxx for each Vysis Board meeting or Vysis Board Committee that he attends in person or by teleconference as follows:
(i) $2,000 for each Board meeting attended in
person,
(ii) $1,000 for each Committee
meeting held in conjunction with a Board meeting attended in person,
(iii) $2,000 for each separate
Committee meeting attended in person, and
(iv) for each Board or Committee
meeting attended by teleconference $400 for up to one hour and $750 for
teleconferences over 1 hour.
Vysis further agrees to reimburse all reasonable travel and other expenses Xx. Xxxxx incurs for attendance at a Board or Committee meeting. Vysis shall pay the meeting fee promptly after each meeting and shall reimburse the expenses promptly after receipt from Xx. Xxxxx of an invoice therefor.
(3) Xx. Xxxxx will also participate in Vysis’ 1999 Outside Directors Stock Option Plan ("Plan") according to the terms of the Plan. Vysis agrees that Xx. Xxxxx will be granted an initial option for 10,000 shares as specified in the Plan, with the grant to be made as of the date of his election to the Board. Xx. Xxxxx’x participation in the Plan is subject to the Plan and to his acceptance and execution of Vysis' standard stock option agreement for the Plan.
(4) Vysis shall indemnify Xx. Xxxxx for his service as a member of Vysis' Board to the fullest extent permitted under Delaware law. Proof of his inclusion under Vysis’ D&O policy will be provided.
(5) Xx. Xxxxx agrees that Vysis shall have the right to make disclosures of information concerning Xx. Xxxxx as a member of Vysis' Board that are required by applicable law.
(6) Xx. Xxxxx agrees to maintain the confidentiality of Vysis business and technical information (“Information”) provided to him, except for Information which (i) is in or becomes part of the public domain without any act of Xx. Xxxxx or (ii) is provided to Xx. Xxxxx by another entity or person, not under an obligation of confidence to Vysis with respect to such information.
(7) This Director’s Agreement may be terminated by Vysis upon two weeks notice to Xx. Xxxxx, after his resignation as a member of Vysis’ Board or his non-re-election to or removal from Vysis’ Board.
(8) This Director’s Agreement shall be governed by Delaware law.
Accepted and agreed to:
| VYSIS, INC. | XXXXXX X. XXXXX, XX. |
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| Xxxx X. Xxxxxx | |||
| President & CEO | |||
