Entellus Medical, Inc. Non-Employee Director Compensation Program Effective December 7, 2016

EX-10.18 3 entl-ex1018_853.htm EX-10.18 entl-ex1018_853.htm

 

Exhibit 10.18

Entellus Medical, Inc.

Non-Employee Director Compensation Program

Effective December 7, 2016

This Entellus Medical, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) for non-employee directors (the “Directors”) of the board of directors of the Company (the “Board”) shall be effective on the date set forth above (the “Effective Date”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Entellus Medical, Inc. 2015 Incentive Award Plan (the “Plan”).

Cash Compensation

Effective upon the Effective Date, Directors will become entitled to receive annual retainers in the following amounts, pro-rated for any partial year of service:

 

Director:

 

$

35,000

 

Chairman:

 

$

40,000

 

Chair of Audit Committee:

 

$

20,000

 

Chair of Compensation Committee:

 

$

15,000

 

Chair of Nominating and Corporate Governance Committee:

 

$

10,000

 

Audit Committee Member (Non-Chair):

 

$

10,000

 

Compensation Committee Member (Non-Chair):

 

$

7,500

 

Nominating and Corporate Governance Committee (Non-Chair):

 

$

5,000

 

 

All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty (30) days after the end of such quarter.

Equity Compensation

 

Initial Stock Option Grant:

Each Director who is initially elected or appointed to serve on the Board upon or after the Effective Date is hereby granted an Option to purchase 7,500 Shares under the Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Initial Option”).  

The Initial Option is hereby granted on the date on which such Director is initially elected or appointed to serve on the Board (the “Election Date”), and shall vest with respect to 1/12th  of the Shares subject thereto on each quarterly anniversary of the applicable Election Date occurring over the three-year period immediately following the applicable Election Date, subject to continued service through the applicable vesting date.  

 

 

 

OC\1897124.2

 

 

Each Initial Option shall have an exercise price per Share equal to the Fair Market Value of a Share on the applicable Election Date.

 

 

Initial Restricted Stock Unit Grant:

Each Director who is initially elected or appointed to serve on the Board upon or after the Effective Date is hereby granted a Restricted Stock Unit of 3,750 Shares under the Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Initial RSU”).  

The Initial RSU is hereby granted on the Election Date, and shall vest with respect to one-third of the Shares subject thereto on the one-year, two-year and three-year anniversary of the applicable Election Date, subject to continued service through the applicable vesting date.  

 

 

Annual Stock Option Grant:

Each Director serving on the Board as of the date of each annual shareholder meeting of the Company (each, an “Annual Meeting”) shall be granted an Option to purchase 5,000 shares of Common Stock under the Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Annual Option”).  

The Annual Option will be granted on the date of the applicable Annual Meeting, and will vest in full on the earlier to occur of (i) the first anniversary of the date of grant and (ii) the date of the Annual Meeting immediately following the date of grant, subject in each case to continued service through the applicable vesting date.

Each Annual Option shall have an exercise price per Share equal to the Fair Market Value of a Share on the date of the applicable Annual Meeting.

 

 

Annual Restricted Stock Unit Grant:

Each Director serving on the Board as of the date of each Annual Meeting shall be granted a Restricted Stock Unit of 2,500 Shares under the Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Annual RSU”).  

The Annual RSU will be granted on the date of the applicable Annual Meeting, and will vest in full on the earlier to occur of (i) the first anniversary of the date of grant and (ii) the date of the Annual Meeting immediately following the date of grant, subject in each case to continued service through the applicable vesting date.  

 

 

 

 

OC\1897124.2

 

Miscellaneous

Each Initial Option and each Annual Option shall be a Non-Qualified Stock Option and shall have a maximum term of ten years from the applicable date of grant.  All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Options and Restricted Stock Units are hereby subject in all respect to the terms of the Plan.  The grant of any Option or Restricted Stock Unit under this Program shall be made solely by and subject to the terms set forth in a written Award Agreement in a form approved by the Board and duly executed by an executive officer of the Company.

Effectiveness, Amendment, Modification and Termination

This Program shall become effective upon the Effective Date.  This Program may be amended, modified or terminated by the Board in the future at its sole discretion.  No Director shall have any rights hereunder, except with respect to any Options or Restricted Stock Units actually granted pursuant to the Program.  

 

OC\1897124.2