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Table of Contents 32 COMPENSATION OF DIRECTORS Director Compensation The structure of our non-employee director pay program in 2014 was generally unchanged from 2013. Mr. Lobo received no additional compensation for his service as a director. Directors who were not employees received a fixed annual fee of $60,000 in 2014 and an additional annual fee of $55,000 if they served on one or more Committees of the Board. The Audit Committee chair received an additional $20,000 and all other Committee chairs received an additional $10,000. Mr. Parfet received additional fees for the periods during which he served as Non-Executive Chairman and Lead Independent Director that resulted in his annual cash compensation for all roles in which he served the Company totaling $233,560. During 2014, we granted each outside director an option to purchase 4,355 shares of Common Stock, with an exercise price of $81.14, equal to the closing price on the last trading day before the grant date, and 1,089 restricted stock units. The table below sets forth the compensation paid during 2014 to our directors who were not employees. Name Fees Earned or Paid in Cash ($) Stock Awards ($) (2) Option Awards ($) (3) Total ($) Howard E. Cox, Jr. 120,000 85,656 87,840 293,496 Srikant M. Datar, Ph.D. 115,000 85,656 87,840 288,496 Roch Doliveux, DVM 115,000 85,656 87,840 288,496 Louise L. Francesconi 125,000 85,656 87,840 298,496 Allan C. Golston 135,000 85,656 87,840 308,496 Howard L. Lance (1) 31,250 85,656 87,840 204,746 William U. Parfet 233,560 85,656 87,840 407,056 Andrew K. Silvernail 115,000 85,656 87,840 288,496 Ronda E. Stryker 115,000 85,656 87,840 288,496 ______________ (1) Mr. Lance resigned from the Board of Directors effective March 31, 2014. (2) The Stock Awards column represents the aggregate grant-date fair value of awards calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification based on the number of shares granted and the closing price of our Common Stock on the last trading day before the grant date. (3) The Option Awards column represents the aggregate grant-date fair value of awards calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification for stock option grants made in 2014. Stock Compensation values are derived using the Black-Scholes option pricing model assumptions that are discussed under the heading "Grant-Date Fair Value of Stock and Option Awards" beginning on page 26. The following table sets forth the number of unvested restricted stock units and unexercised stock options held by each non- employee director as of December 31, 2014: Name Stock Awards Outstanding at December 31, 2014 (#) Option Awards Outstanding at December 31, 2014 (#) Howard E. Cox, Jr. 1,089 73,525 Srikant M. Datar, Ph.D. 1,089 42,880 Roch Doliveux, DVM 1,089 29,783 Louise L. Francesconi 1,089 65,525 Allan C. Golston 1,089 19,555 William U. Parfet 1,089 65,325 Andrew K. Silvernail 1,089 4,355 Ronda E. Stryker 1,089 73,525 Options to non-employee directors become exercisable at 20% of the underlying shares per year over five years. Restricted stock units vest on March 21 of the next calendar year after the grant date. Non-employee directors are subject to our stock ownership guidelines of five times the annual retainer within five years of joining the Board. See "Compensation Discussion and Analysis — Executive and Non-Employee Director Stock Ownership Guidelines" on page 21. The 2015 annual director fees remain the same as the 2014 fees. On February 11, 2015, each non-employee director was granted an option to purchase 3,795 shares, with an exercise price of $93.06, equal to the closing price on February 10, 2015, the last trading day before the grant date, and 948 restricted stock units.