Non-Employee Director Compensation Policy

Contract Categories: Human Resources - Compensation Agreements

Exhibit 10.5



OpGen, Inc.
Non-Employee Director Compensation Program

As of September 1, 2019

Cash Compensation:

The following cash compensation will be paid to non-employee directors:

Fees  Amount
Annual Board Retainer  $25,000 
Additional Committee Chair Fees     
   Audit Committee  $15,000 
   Compensation Committee  $10,000 
  Nominating & Corporate Governance Committee *  $7,500 
   Compliance Committee  $7,500 
Additional Committee Member Fees     
   Audit Committee  $7,000 
   Compensation Committee  $5,000 
  Nominating & Corporate Governance Committee  $3,500 
   Compliance Committee  $3,500 

Such fees are paid quarterly over the year, and adjusted on a pro rata basis for service on the Board or a Committee.

Equity Compensation:

·Initial Awards.
oEach new non-employee director who joins the Board after the effective date of this program shall receive a restricted stock unit grant to acquire 1,500 shares of common stock, vesting in equal installments on the first three anniversaries of the date of grant.
·Annual Awards.
oEach non-employee director continuing in office after each annual meeting shall receive an annual restricted stock unit grant to acquire 750 shares of common stock, with cliff vesting one year after the date of grant, or if earlier, the date of the next year’s annual meeting.
·Plan. All such awards are made under, and subject to the provisions of, the Company’s 2015 Incentive Award Plan, as the same may be amended from time to time.


  Approved:   February 4, 2016 Compensation Committee meeting
  Last Revised:   May 1, 2019 Board of Directors meeting
      September 1, 2019, (solely to reflect reverse stock split effective August 28, 2019.)