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32 COMPENSATION OF DIRECTORS The structure of our non-employee director pay program in 2016, determined by the full Board, was generally unchanged from 2015. • 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 2016 and an additional annual fee of $55,000 if they served on one or more Committees of the Board. • Mr. Golston received an additional $7,880 for serving as the Lead Independent Director beginning in September 2016, and Mr. Parfet received $16,712 for serving as the Lead Independent Director until his resignation from the Board on August 31, 2016. • The Audit Committee chair received an additional $20,000 and all other Committee chairs received an additional $10,000. The amount for the Compensation Committee chair was pro-rated between Dr. Doliveux and Mr. Parfet for time served in that role during 2016. • During 2016, each non-employee director was awarded an option to purchase 4,570 shares of Common Stock with an exercise price of $96.64, the closing price as reported for NYSE Composite Transactions on the last trading day before the grant date, and 915 restricted stock units. The 2016 compensation for our directors who were not employees was as follows: Name Fees Earned or Paid in Cash ($) Stock Awards ($) (2) Option Awards ($) (3) Total ($) Howard E. Cox, Jr. 115,000 88,380 80,982 284,362 Srikant M. Datar, Ph.D. 115,000 88,380 80,982 284,362 Roch Doliveux, DVM 118,152 88,380 80,982 287,514 Louise L. Francesconi 125,000 88,380 80,982 294,362 Allan C. Golston 142,880 88,380 80,982 312,242 William U. Parfet (1) 100,272 88,380 80,982 269,634 Andrew K. Silvernail 115,000 88,380 80,982 284,362 Ronda E. Stryker 115,000 88,380 80,982 284,362 ______________ (1) Mr. Parfet resigned from the Board effective August 31, 2016. (2) The Stock Awards column represents the aggregate grant date fair value of restricted stock units calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification. (3) The Option Awards column represents the aggregate grant date fair value of stock option awards calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification. Stock option values are derived using the Black-Scholes option pricing model assumptions that are discussed under "Grant Date Fair Value of Stock and Option Awards" on page 27. Number of unvested restricted stock units and unexercised stock options held by each non-employee director as of December 31, 2016: Name Stock Awards Outstanding at December 31, 2016 (#) Option Awards Outstanding at December 31, 2016 (#) Howard E. Cox, Jr. 915 65,390 Srikant M. Datar, Ph.D. 915 41,245 Roch Doliveux, DVM 915 27,988 Louise L. Francesconi 915 65,390 Allan C. Golston 915 27,920 William U. Parfet 0 65,390 Andrew K. Silvernail 915 12,720 Ronda E. Stryker 915 65,390 Options granted to non-employee directors become exercisable as to 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 "Executive and Non-Employee Director Stock Ownership Guidelines" on page 21. The 2017 annual director fees remain the same as the 2016 fees. On February 8, 2017, each non-employee director was granted an option to purchase 3,605 shares, with an exercise price of $122.51, equal to the closing price of our Common Stock as reported for NYSE Composite Transactions on February 7, 2017, the last trading day before the grant date, and 720 restricted stock units.