Exhibit 10.1
IDEXX Laboratories, Inc.
Summary
of Non-employee Director Compensation
(As of January 1, 2006)
1.
Retainer
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Directors
will receive an annual cash retainer of $37,000. |
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Directors
may elect to defer all (but not less than all) of the cash retainer as a number of
deferred stock units equal to the cash retainer divided by the price of the Company’s
common stock on the date of deferral. |
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Deferred
stock units will be distributed as an equivalent number of shares of the Company’s
common stock one year following the termination of the Director’s service on the
Board of Directors. |
2.
Meeting fees
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There
will be no fees for meeting attendance. |
3.
Annual fees for Committee Chairs, Audit Committee membership and Lead Director
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Lead
Director - $10,000 |
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Audit
Committee Chairman — $10,000 |
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Other
Audit Committee members — $5,000 |
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Other
Committee Chairmen — $5,000 |
4.
Annual equity award
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Directors
will receive an annual grant of deferred stock units equal to $75,000 divided by the
price of the Company’s common stock on the date of grant of the award. |
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Deferred
stock units are vested 100% on the date of grant. |
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Deferred
stock units will be distributed as an equivalent number of shares of the Company’s
common stock one year following the termination of the Director’s service on the
Board of Directors. |
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Any
Director who meets the share ownership guideline described in 5 below at the time of the
annual equity award grant may elect, in lieu of receiving the deferred stock award, to
receive a grant of shares of the Company’s common stock valued at $75,000, which
shares would be immediately vested and not subject to restrictions on transferability. |
5.
Share ownership guideline
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Directors
are expected to own a number of shares of the Company’s common stock having a value
of $500,000 by the later of (i) December 31, 2010 or (ii) seven years after joining the
Board of Directors. |
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Directors’ compliance
with this guideline will be measured annually on September 30. As of the first such
measurement date on which the Director holds shares with a value of at least $500,000 the
Director shall be deemed to have satisfied the share ownership guideline in all future
periods, provided that the Director continues to own at least the numbers of shares owned
as of such measurement date. Deferred stock units shall count as shares for purposes of
determining compliance with the share ownership guideline. |
6.
Other benefits and perquisites
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Directors
will receive no other benefits, including retirement benefits, or perquisites for service
on the Board of Directors except for the reimbursement of expenses associated with
meeting attendance. |