Blueprint
ENDRA Life Sciences Inc.
Non-Employee Director Compensation Policy
(Adopted by the ENDRA Life Sciences Inc. Board of Directors,
effective March 25, 2019)
Members
of the Board of Directors (the “Board”) of ENDRA Life
Sciences Inc. (the “Company”) who are not
employees of the Company or any subsidiary of the Company
(“Directors”) shall be paid
the following amounts in consideration for their services on the
Board.
Initial Option Grant
Upon
his or her initial election to the Board (the “Appointment Date”), each
new Director shall be awarded 50,000 Options (an
“Initial Option
Grant”) under the Company’s 2016 Omnibus
Incentive Plan (the “Plan”). To make up for
the fact that each of the Company’s non-employee directors as
of the effective date of this Policy (the “Policy Effective Date”)
did not receive an Initial Option Grant when they joined the Board,
on the Policy Effective Date, each such non-employee director shall
receive an Initial Option Grant. All such Options shall vest and
become exercisable in three equal annual installments beginning on
the one year anniversary of the Grant Date; provided, if a Director
ceases to serve as a Director due to the Director’s death, or
if there is a Change in Control, then any remaining unvested
portion of such Options shall become fully exercisable as of the
date of such death or Change in Control. If a Director ceases to
serve as a Director at any time for any reason other than death or
a Change in Control, then any remaining unvested portion of such
Options shall be forfeited as of the date of such cessation of
services.
Annual Compensation
Cash
Compensation
Each
Director shall be paid an annual cash retainer of $40,000, prorated
for partial years of service and paid quarterly in
arrears.
Equity Compensation
On the
first trading day of each calendar year (each, an
“Option Grant
Date”), each Director will be awarded 12,000 Options;
provided no such Options shall be granted for 2019. Such Options
shall not become exercisable until the first anniversary of their
Option Grant Date (each, an “Annual Award Vesting
Date”). If a Director ceases to serve as a Director
before the applicable Annual Award Vesting Date due to the
Director’s death, or if there is a Change in Control prior to
the Annual Award Vesting Date, then the Options shall become fully
exercisable as of the date of such death or Change in Control. If a
Director ceases to serve as a Director at any time for any reason
other than death before the earlier of the Annual Award Vesting
Date or a Change in Control, then any Options issued pursuant to
the annual equity grant shall become vested pro rata (based on the
number of days between the Option Grant Date and the date of
cessation of services divided by 365), and to the extent the
Options are not thereby exercisable, they shall be forfeited as of
the date of such cessation of services.
Equity Award Terms
Capitalized
terms used in this Policy and not otherwise defined shall have the
meanings given to them in the Plan, or any successor equity
compensation plan under which Directors receive awards (the
“Plan”). Any Options
granted under this Policy shall be granted under and pursuant to
the Plan. Any Options issued in accordance with the terms of this
Policy shall have a term of ten years and shall be exercisable
through the date that is 12 months following the date the Director
ceases to serve as a Director unless otherwise provided in the
Plan. The Board, in its sole discretion and in recognition for
meritorious service, may elect to vest up to 100% of a
Director’s unvested equity awards upon
retirement.
Expense
Reimbursement
The
compensation described in this Policy is in addition to
reimbursement of all reasonable out-of-pocket expenses incurred by
Directors in attending meetings of the Board.
Employee Directors
An
employee of the Company who serves as a director on the Board or on
the board of directors of a Company subsidiary shall not receive
any additional compensation for such service.
Section
409A
This
Policy is intended to comply with Code Section 409A to the extent
subject thereto, and, accordingly, to the maximum extent permitted,
the Policy shall be interpreted and administered to be in
compliance therewith.