Cardica, Inc. Non-Employee Director Compensation Policy (Effective August 13, 2008)

Contract Categories: Human Resources › Compensation Agreements
Summary

Cardica, Inc. has established a compensation policy for its non-employee directors, effective August 13, 2008. Non-employee directors receive annual cash retainers and fees for attending board and committee meetings, with amounts varying by position. In addition, directors are granted stock options: 5,000 shares annually after each stockholders' meeting, vesting monthly over one year, and 15,000 shares upon joining the board, vesting monthly over three years. Each director is entitled to only one annual retainer. This policy outlines the compensation structure and vesting schedules for non-employee board members.

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EX-10.28 3 f50426exv10w28.htm EXHIBIT 10.28 exv10w28
Exhibit 10.28
Non-Employee Director Compensation
     Cash compensation for non-employee directors is as follows:
                                 
                            Committee
    Annual   Board Meeting Attended   Meeting
Position   Retainer*   In Person   By Telephone   Attended
Board Chairman
   $ 30,000     $ 2,000     $ 500     $ 500  
Audit Committee Chairman
   $ 30,000     $ 2,000     $ 500     $ 500  
Compensation Committee Chairman
   $ 27,500     $ 2,000     $ 500     $ 500  
Nominating and Corporate Governance Committee Chairman
   $ 25,000     $ 2,000     $ 500     $ 500  
Board Member (other than Board or Committee Chairs)
   $ 20,000     $ 2,000     $ 500     $ 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 5,000 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 15,000 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 August 13, 2008, effective immediately.