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EX-10.7 7 c08125exv10w7.htm EXHIBIT 10.7 Exhibit 10.7

Exhibit 10.7

NuPathe Inc.

Non-Employee Director Compensation Policy

This policy sets forth the compensation for non-employee members of the Board of Directors of NuPathe Inc. after its initial public offering (“IPO”). The Board of Directors may change this policy at any time.


		Paid or
Compensation Element	Amount	Granted¹

Board of Directors:
• Director Retainer	$35,000 per year	Quarterly²
• Chairman Retainer	$35,000 per year (additional)	Quarterly²
• Annual Option Grant	3,743 options³	Annually⁴
• New Director Option Grant	7,486 options³	At sign-on⁵

Audit Committee:
• Chair Retainer	$15,000 per year	Quarterly²
• Member Retainer	$7,500 per year	Quarterly²

Compensation Committee:
• Chair Retainer	$10,000 per year	Quarterly²
• Member Retainer	$5,000 per year	Quarterly

Nominating and Corporate Governance Committee:
• Chair Retainer	$5,000 per year	Quarterly²
• Member Retainer	$3,500 per year	Quarterly²

Expenses:
• Reimbursed	Per NuPathe Travel Policy	As submitted


¹		All options granted to non-employee directors shall have an exercise price equal to the closing price per share on the date of grant and a term of 10 years. Upon a termination of service, unvested options expire and vested options remain exercisable for one year.

²		Quarterly cash payments will be disbursed at the beginning of each calendar quarter for service rendered during the prior quarter. Prior to the beginning of each calendar year, directors may submit an election to receive stock options in lieu of quarterly cash payments during the year, in an amount based on the Black-Scholes valuation. Options in lieu of cash compensation are fully vested on the date of grant.

³		Option amounts are subject to adjustment by the Board of Directors from time to time.

⁴		Annual Option Grants are made on the date of the Annual Meeting of Stockholders to all non-employee directors in office after the Annual Meeting. Annual Option Grants vest in full on the earlier of the day before the following year’s Annual Meeting, and the one year anniversary of the grant date, but vest in full earlier upon a change of control of NuPathe or the death or total disability of the director.

⁵		New Director Option Grants are made on the date that a new non-employee director joins the Board, except that non-employee directors in office at the IPO will receive their New Director Option Grants on the date the Registration Statement for the IPO is declared effective, at an exercise price equal to the IPO price to the public. New Director Option Grants vest one-third per year beginning on the one year anniversary of the grant date, but vest in full earlier upon a change of control of NuPathe or the death or total disability of the director.