Asensus Surgical, Inc. Non-Employee Director Compensation Program (Effective July 1, 2020)
This agreement outlines the compensation program for non-employee directors of Asensus Surgical, Inc., effective July 1, 2020. Non-employee directors receive annual retainers and equity awards, with options to choose between stock, restricted stock units, or stock options. Compensation varies by board role, with additional amounts for committee chairs and members. Equity awards vest either immediately or over three years, depending on the type. There are annual and initial year compensation limits, and all awards are subject to the company’s Amended and Restated Equity Compensation Plan.
Exhibit 10.8
Non-Employee Director Compensation Program
Effective July 1, 2020, the Asensus Surgical, Inc. Non-Employee Director Compensation Program is:
| Annual Equity Retainer(1) | Annual Equity Award (2) | Initial Equity Award (2) | ||
| Non-Employee Director role: | Dollar value | Paid in equity in lieu of cash (2) | Equity grant of stock options or restricted | Equity grant of stock options or restricted |
| Baseline Board Compensation | $40,000 | Equity issued quarterly | stock units with a value | options or restricted |
| Non-Executive Chair | $40,000 | in arrears to each | of $45,000. Director | stock units with a value |
| Audit Committee Chair | $20,000 | director under the Plan. | can elect the form of | of $50,000. Incoming |
| Compensation Committee Chair | $13,000 | Vested on grant. | equity. Cliff vesting at | director can elect the |
| CG & Nominating Committee Chair | $10,000 | Yearly election will be | first anniversary of grant | form of equity. Vests |
| Audit Committee Member | $ 9,000 | made by each director | or following year’s annual | one-third of award on |
| Compensation Committee Member | $ 6,000 | to receive grant as shares | meeting date, if earlier, | each of the first three |
| CG& Nominating Committee Member | $ 5,000 | of common stock or stock options | subject to forfeiture if not vested. | anniversaries of the date of grant. |
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| (1) | Annual non-employee director compensation limit of $250,000 with initial year compensation limit of $500,000 as set forth in the Amended and Restated Equity Compensation Plan (the “Plan”). |
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| (2) | Number of shares of common stock, restricted stock units or stock options calculated using a stock price equal to the greater $1.00 or the average closing price in the 20 trading days prior to the date of grant and, for stock options, if elected by a director, a Black Scholes calculation. Stock options will have a seven year term. |
