Tobira Therapeutics, Inc. Compensation Program for Non-Employee Directors Effective as of July 2015

1.

Retainer for Chair of Board of Directors (the “Board”)¹:

$

100,000

2.

Retainer for each other non-employee member of the Board:

$

40,000

3.

Additional retainer for Chair of Audit Committee:

$

20,000

4.

Additional retainer for Chair of Compensation Committee:

$

15,000

5.

Additional retainer for Chair of Nominating and Corporate Governance Committee:

$

10,000

6.

Additional retainer for non-Chair members of Audit Committee:

$

10,000

7.

Addition retainer for non-Chair members of Compensation Committee:

$

7,500

8.

Additional retainer for non-Chair member of Nominating and Corporate Governance Committee:

$

5,000

Initial stock option grants.  Each non-employee director appointed or elected to the Board of Directors after July 2015 shall be granted an “initial stock option” to purchase a number of shares of Common Stock determined by dividing an Award Value of $200,000 by the Applicable Stock Price.  The grant of the initial stock option will be made on or as soon as reasonably practicable after the date of his or her appointment or election, as applicable. Subject to the director’s continuous service on the Board, each initial stock option will vest and become exercisable in thirty-six (36) equal monthly installments following the date of appointment or election, as applicable, so that it will be fully vested and exercisable after 36 months of continuous service.

Annual stock option grants.  In each year beginning in 2016, each non-employee director who continues serving on the Board on January 1^st of each year shall be granted an “annual stock option” to purchase a number of shares of Common Stock determined by dividing an Award Value of $100,000 by the Applicable Stock Price.  The grant will be made on the first trading day after January 1^st. Subject to the director’s continuous service on the Board, the annual option will vest and become exercisable in equal monthly installments over the 12 months following the grant date, so that it will be fully vested and exercisable after 12 months of continuous service. The foregoing notwithstanding, a new director who has received the initial option grant under Paragraph 1 above will not in the same calendar year receive an annual option grant under this Paragraph 2.

Stock Plan.  Except as otherwise set forth above, the initial and annual options will be granted under and subject to the general terms and conditions of a stockholder-approved equity incentive plan of the Company and a form of stock option agreement thereunder.