Asensus Surgical, Inc. Non-Employee Director Compensation Program (Effective July 1, 2021)
This agreement outlines the compensation program for non-employee directors of Asensus Surgical, Inc., effective July 1, 2021. It specifies annual cash retainers, additional fees for committee roles, and equity awards in the form of stock options or restricted stock units. Directors can choose to receive their compensation in cash or equity, subject to vesting schedules. The program sets annual and initial year compensation limits and details how equity awards are calculated and vested. The agreement ensures directors are compensated for their service and outlines the terms for receiving and vesting equity awards.
Exhibit 10.1
Non-Employee Director Compensation Program
Effective July 1, 2021, the Asensus Surgical, Inc. Non-Employee Director Compensation Program is:
| Annual Cash Retainer (1) | Annual Equity Award (2) | Initial Equity Award (2) | ||
| Non-Employee Director role: | Dollar value | Election to be paid in equity | Equity grant of stock options or restricted stock units with a value of $45,000. Director can elect the form of equity. Cliff vesting at first anniversary of grant or following year’s annual meeting date, if earlier, subject to forfeiture if not vested. | Equity grant of stock options or restricted stock units with a value of $150,000. Incoming director can elect the form of equity. Vests one-third of award on each of the first three anniversaries of the date of grant. |
| Baseline Board Retainer | $50,000 | Yearly election will be made by each director to receive cash retainer in shares of common stock or stock options | ||
| Non-Executive Chair Additional Retainer | $50,000 | |||
| Audit Committee Chair | $20,000 | |||
| Compensation Committee Chair | $13,000 | |||
| CG & Nominating Committee Chair | $10,000 | |||
| Audit Committee Member | $ 9,000 | |||
| Compensation Committee Member | $ 6,000 | |||
| CG& Nominating Committee Member | $ 5,000 | |||
| (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”). |
| (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. |
