Cardica, Inc. Non-Employee Director Compensation Policy (Effective October 10, 2009)

Summary

This document outlines the compensation policy for non-employee directors of Cardica, Inc. Non-employee directors receive annual cash retainers and meeting fees based on their roles and attendance, with higher amounts for chairpersons. Additionally, directors are granted stock options: annual grants of 12,200 shares vesting monthly over one year, and new directors receive an initial grant of 36,100 shares vesting over three years. The policy was approved by the board on October 10, 2009, and is effective immediately.

EX-10.16 4 c06205exv10w16.htm EXHIBIT 10.16 Exhibit 10.16

Exhibit 10.16

Non-Employee Director Compensation

Cash compensation for non-employee directors is as follows:


	Annual		Board Meeting Attended				Committee Meeting Attended
Position	Retainer*		In Person		By Telephone		In Person		By Telephone
Board Chairman	$	40,000	$	2,500	$	700	$	650	$	500
Audit Committee Chairman	$	30,000	$	2,000	$	500	$	650	$	500
Compensation Committee Chairman	$	27,500	$	2,000	$	500	$	650	$	500
Nominating Committee Chairman	$	25,000	$	2,000	$	500	$	650	$	500
Board Member (other than Board or Committee Chairs)	$	20,000	$	2,000	$	500	$	650	$	500

* Each non-employee director is entitled to only one annual retainer fee.

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 be granted an option to purchase 12,200 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 36,100 shares of Cardica, Inc.’s common stock, vesting monthly over three years.

The foregoing compensation for non-employee directors was approved by Cardica, Inc.’s board of directors on October 10, 2009, effective immediately.