Cardica, Inc. Non-Employee Director Compensation Policy
This agreement outlines the compensation for non-employee directors of Cardica, Inc. Non-employee directors receive an annual cash retainer of $25,000, with additional payments for serving as Board Chairman or committee chairs or members. Directors are also granted stock options: 150,000 shares annually after each stockholder meeting, vesting monthly over one year, and 225,000 shares upon joining the board, vesting monthly over three years. The policy specifies the structure and timing of both cash and equity compensation for eligible directors.
Exhibit 10.2
NON-EMPLOYEE DIRECTOR COMPENSATION
Cash compensation for non-employee directors is as follows:
| Position | Annual Retainer | |||
| All Members (Base) | $ | 25,000 | ||
| Additional Retainers | ||||
| Board Chairman (1) | $ | 20,000 | ||
| Audit Committee Chairman | $ | 15,000 | ||
| Compensation Committee Chairman | $ | 10,000 | ||
| Audit Committee Member (other than Chairman) | $ | 5,000 | ||
| Compensation Committee Member (other than Chairman) | $ | 5,000 | ||
| (1) | Increased from $15,000 on March 11, 2015. |
Equity compensation for non-employee directors is as follows:
Annual Grants. Each year, immediately following Cardica, Inc.’s Annual Meeting of Stockholders, each non-employee director will automatically be granted an option to purchase 150,000 shares of the Company’s common stock. Each such option will vest monthly over the ensuing year.
Initial Grants. Automatically upon becoming a director, any new non-employee director shall be granted an option to purchase 225,000 shares of Cardica, Inc.’s common stock, vesting monthly over three years.
