Cardica, Inc. Non-Employee Director Compensation Policy
This document outlines the compensation policy for non-employee directors of Cardica, Inc. Non-employee directors receive annual cash retainers based on their roles, with additional payments for serving as chair or member of key committees. Directors are also granted stock options: 50,000 shares annually, vesting monthly over one year, and 75,000 shares upon joining the board, vesting monthly over three years. The policy specifies recent changes to compensation amounts and applies to all non-employee directors of the company.
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 | ||
| Board Vice Chairman (2) | $ | 80,000 | ||
| Audit Committee Chairman | $ | 15,000 | ||
| Compensation Committee Chairman | $ | 10,000 | ||
| Business Development Chairman (3) | $ | 15,000 | ||
| Audit Committee Member (other than Chairman) | $ | 5,000 | ||
| Compensation Committee Member (other than Chairman) | $ | 5,000 | ||
| Business Development Member (other than Chairman) (3) | $ | 5,000 | ||
| (1) | Increased from $15,000 on March 11, 2015. |
| (2) | Added on March 11, 2015, and increased from $5,000/year to $20,000/quarter on May 20, 2015. |
| (3) | Added on May 20, 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 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.
