EX-10.2 3 exhibit2.htm EX-10.2 EX-10.2

Exhibit 10.2
Summary of Board Compensation

The following is a summary of the compensation for the non-employee directors serving on the Avanir Pharmaceuticals Board of Directors.

         
Annual Retainer Fee:
  Dollars ($)
 
   
Chairman of the Board
  $ 35,000  
All other non-employee directors
  $ 25,000  
Committee Meeting Fees:
  Dollars ($)
 
   
Audit Committee Chairman
  $ 2,000  
All other Audit Committee members
  $ 1,500  
Compensation Committee Chairman
  $ 1,250  
All other Compensation Committee members
  $ 750  
Corporate Governance Committee Chairman
  $ 1,250  
All other Corporate Governance Committee members
  $ 750  
Executive Committee Chairman
  $ 1,250  
All other Executive Committee members
  $ 750  
 
  Shares underlying
Equity-based compensation
  options (#)
Initial option grant to newly elected directors *
    25,000  
Annual option grant to directors who have served at least 6 months **
    10,000  

  *   Option to purchase shares of Class A common stock granted with an exercise price equal to the fair market value of the common stock on the date of grant. Option vests (becomes exercisable) with respect to one-third of the underlying shares on the first anniversary of Board service and then with respect to one-twelfth of the underlying shares quarterly thereafter.

  **   Option to purchase shares of Class A common stock granted with an exercise price equal to the fair market value of the common stock on the date of grant. Option is fully vested (exercisable) immediately on the date of grant.

Additionally, non-employee directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings and in attending continuing education seminars, to the extent that attendance is required by the Board or the committee(s) on which that director serves.