DIRECTOR'S AGREEMENT
This Director's Agreement between Vysis, Inc. ("Vysis"), a Delaware
corporation, and Xx. Xxxxxxx X. Xxxxxx is effective February 1, 2000.
WHEREAS, Vysis and Xx. Xxxxxx wish to set out the terms of compensation for
Xx. Xxxxxx'x service upon his election to Vysis' Board of Directors
("Board"), and for certain consulting services provided by Xx. Xxxxxx before
his election as a member of Vysis' Board.
Therefore, Vysis and Xx. Xxxxxx agree to the following Director's Agreement.
(1) Vysis agrees to pay Xx. Xxxxxx 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. Xxxxxx 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. Xxxxxx 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. Xxxxxx of an invoice therefor.
(3) Xx. Xxxxxx will also participate in Vysis' 1999 Outside Directors Stock
Option Plan ("Plan") according to the terms of the Plan. Vysis agrees that
Xx. Xxxxxx 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. Xxxxxx'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. Xxxxxx 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. Xxxxxx agrees that Vysis shall have the right to make disclosures of
information concerning Xx. Xxxxxx as a member of Vysis' Board that are
required by applicable law.
(6) Xx. Xxxxxx 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.
Xxxxxx or (ii) is provided to Xx. Xxxxxx 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. Xxxxxx, upon his resignation as a member of Vysis' Board or his
non-re-election as a member of Vysis' Board.
(8) This Director's Agreement shall be governed by Delaware law.
Accepted and agreed to:
VYSIS, INC. XX. XXXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President & CEO
