Cardica, Inc. Non-Employee Director Compensation Policy
This agreement outlines the compensation for non-employee directors of Cardica, Inc. Directors receive an annual cash retainer, with additional payments for serving as chairman or member of certain committees. In addition, non-employee directors are granted stock options each year and upon joining the board, with specific vesting schedules. The policy details the amounts and conditions for both cash and equity compensation.
Exhibit 10.1
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 | $ | 20,000 | ||
| Board Vice Chairman | $ | 5,000 | ||
| Audit Committee Chairman | $ | 15,000 | ||
| Compensation Committee Chairman | $ | 10,000 | ||
| Nominating Committee Chairman | $ | -- | ||
| Audit Committee Member (other than Chairman) | $ | 5,000 | ||
| Compensation Committee Member (other than Chairman) | $ | 5,000 | ||
| Nominating Committee Member (other than Chairman) | $ | -- | ||
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 50,000 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 75,000 shares of Cardica, Inc.’s common stock, vesting monthly over three years.
