EX-10 2 exhibit_10-1.txt Exhibit 10.1 VCA ANTECH, INC. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth the Company's current compensation arrangements with its non-employee directors.
Annual Retainer: $10,000 per annum (payable in 4 equal quarterly installments) In Person Board or Committee Meeting: $2,000 per meeting(1) Telephonic Board or Committee Meeting: $1,000(2) Audit Committee Chair Fee: $10,000 per annum (payable in 4 equal quarterly installments) Equity Compensation: Upon appointment to the Board of Directors, each non-employee director will receive an option grant to purchase 8,000 shares of our common stock with an exercise price equal to the closing market price of our common tock as quoted by Nasdaq on the business day prior to the grant date. These options will vest in 36 monthly installments beginning the first month after the date of grant. In the event that the date of this option grant is fewer than 12 months prior to the date of the next annual meeting, the number of options granted will be reduced on a pro-rata basis, based upon the number of months until the next annual meeting (e.g., if a non-employee director is appointed January 1 and the next annual meeting is April 1, such non-employee director will receive options to purchase 2,000 shares of our common stock). Each non-employee director will annually receive a grant of 8,000 options on the date of the annual meeting with an exercise price equal to the closing market price of our common tock as quoted by Nasdaq on the business day prior to the grant date. These options will vest in 36 monthly installments beginning the first month after the date of grant. Equity Compensation (cont.) With respect to the 2006 grant, the option grant shall be increased or decreased on a pro rata basis depending on whether the last grant to a non-employee director was more than or less than 12 months from the date of the 2006 annual meeting (e.g., if it has been 15 months since the date of the last grant, the non-employee director will receive options to purchase 10,000 shares and if it has been 9 months since the last grant, the non-employee director will receive options to purchase 6,000 shares.). --------------------- (1) For clarification purposes no non-employee director will receive in excess of $2,000 for attending in person any board meeting, committee meeting or combination thereof, held on the same day. (2) For clarification purposes no non-employee director will receive in excess of $1,000 for attending telephonically any board meeting, committee meeting or combination thereof, held on the same day.