Exhibit
10.9


 


SOC
TELEMED, INC.


 


DIRECTOR
COMPENSATION POLICY


 


(Adopted
and approved on March 19, 2021)


 


Each
member of the Board of Directors (the “Board”) of SOC Telemed, Inc. (the “Company”) who
is not an employee of the Company (each such member, an “Outside Director”) will receive the compensation described
in this Outside Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service
following the date set forth above (the “Effective Date”).


 


The
Director Compensation Policy will become effective upon the Effective Date and will supersede the Director Compensation Policy
then in effect. The Director Compensation Policy may be amended at any time in the sole discretion of the Board.


 


Annual
Cash Compensation


 


Each
Outside Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation
amounts will be payable in arrears, in equal quarterly installments following the end of each fiscal quarter of the Company in
which the service occurred. Any amount payable for a partial quarter of service will be pro-rated by multiplying such amount by
a fraction, the numerator of which will be the number of days of service that the Outside Director provided in such quarter and
the denominator of which will be the number of days in such quarter inclusive. All annual cash fees are vested upon payment. For
purposes of clarity, the first quarterly installment of the annual retainers set forth below shall be paid for the first quarter
that ends on or after the Effective Date, with the amount of such payment equal to the full quarterly installment, pro-rated as
applicable based on the days of service that the Outside Director provided in such quarter.


 


	1.	Annual
                                         Board Member Service Retainer:



 


		a.	All
Outside Directors: $40,000.



 


	2.	Annual
                                         Committee Member Service Retainer:



 


		a.	Member
                                         of the Audit Committee: $10,000.



 


		b.	Member
                                         of the Compensation Committee: $5,000.



 


		c.	Member
                                         of the Nominating and Corporate Governance Committee: $3,750.



 


	3.	Annual
                                         Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):



 


		a.	Chairperson
                                         of the Audit Committee: $20,000.



 


		b.	Chairperson
                                         of the Compensation Committee: $10,000.



 


		c.	Chairperson
                                         of the Nominating and Corporate Governance Committee: $7,500.



 






     


     


    

 


Equity
Compensation


 


Equity
awards will be granted under the Company’s 2020 Equity Incentive Plan or any successor equity incentive plan adopted by
the Board and the stockholders of the Company (the “Plan”). 


 


 (a) Automatic Equity Grants.




 


(i)
Annual Grant for Continuing Outside Directors and Certain New Outside Directors. Without any further action of the Board,
at the close of business on the date of each annual meeting of the Company’s stockholders (an “Annual
Meeting”) following the Effective Date, each continuing Outside Director and each new Outside Director who
commenced such service prior to the date that is at least six (6) months prior to such Annual Meeting (or, with respect to
the first Annual Meeting following the Effective Date, who commenced such service prior to December 31, 2020) shall be
granted restricted stock units under the Plan covering shares of the Company’s Common Stock
(“Shares”) having an RSU Value of $150,000 (a “Continuing Director Annual RSU
Award”); provided that the number of Shares covered by each Continuing Director Annual RSU Award will be rounded
down to the nearest whole Share. Each Continuing Director Annual RSU Award shall vest in full on the first to occur of (a)
the 1-year anniversary of the grant date or (b) the date of the next Annual Meeting, subject to the applicable Outside
Director’s continued service as a member of the Board through such vesting date.


 


(ii)
Annual Grant for Chair of the Board. Without any further action of the Board, at the close of business on the date of
each annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Effective
Date, an Outside Director appointed by the Board as Chair of the Board shall be granted restricted stock units under the Plan
covering shares of the Company’s Common Stock (“Shares”) having an RSU Value of $40,000
(a “Chair Annual RSU Award”); provided that the number of Shares covered by each Chair Annual RSU Award
will be rounded down to the nearest whole Share. Each Chair Annual RSU Award shall vest in full on the first to occur of (a)
the 1-year anniversary of the grant date or (b) the date of the next Annual Meeting, subject to the applicable Outside
Director’s continued service as Chair of the Board through such vesting date.


 


(iii)
Annual Grant for Vice Chair of the Board. Without any further action of the Board, at the close of business on the date
of each annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Effective
Date, an Outside Director appointed by the Board as Vice Chair of the Board shall be granted restricted stock units under the
Plan covering shares of the Company’s Common Stock (“Shares”) having an RSU Value of $35,000
(a “Vice Chair Annual RSU Award”); provided that the number of Shares covered by each Vice Chair Annual
RSU Award will be rounded down to the nearest whole Share. Each Vice Chair Annual RSU Award shall vest in full on the first
to occur of (a) the 1-year anniversary of the grant date or (b) the date of the next Annual Meeting, subject to the
applicable Outside Director’s continued service as Vice Chair of the Board through such vesting date.


 


(iv)
Initial Grant for New Outside Directors. Without any further action of the Board, each person who (a) on the Effective
Date serves as an Outside Director or (b) after the Effective Date is elected or appointed for the first time to be an
Outside Director will in each case automatically, upon the first practicable date following the Effective Date (with respect
to clause (a)) or the first practicable date following his or her initial election or appointment to be an Outside Director
(with respect to clause (b)), be granted, in addition to any grant pursuant to clause (i) above, restricted stock units under
the Plan covering Shares having an RSU Value of $300,000 (a “New Director Initial RSU
Award”); provided that the number of Shares covered by each New Director Initial RSU Award will be rounded down to
the nearest whole Share. Each New Director Initial RSU Award shall vest in equal annual installments over the 3-year period
following the grant date, subject to the applicable Outside Director’s continued service as a member of the Board
through each such vesting date.


 






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(b)
Vesting; Change in Control. All vesting is subject to the Outside Director’s continued service as a member of
the Board through each applicable vesting date. Notwithstanding the foregoing, for each Outside Director who remains in
continuous service as a member of the Board until immediately prior to the closing of a “Change in
Control” (as defined in the Plan), any unvested portion of any restricted stock unit award granted in consideration
of such Outside Director’s service as a member of the Board shall vest in full immediately prior to, and contingent
upon, the consummation of the Change in Control.


 


(c)
Calculation of RSU Value. The “RSU Value” of a restricted stock unit award to be granted under
this policy will equal the number of Shares subject to the restricted stock unit award multiplied by the average closing
price of a Share on the stock exchange or a national market system on which the Shares are listed over the 30 trading days
preceding the grant date.


 


(d)
Remaining Terms. The remaining terms and conditions of each restricted stock unit award granted under this policy
will be as set forth in the Plan and the Company’s standard form of restricted stock unit award agreement, as amended
from time to time by the Board or the Compensation Committee of the Board, as applicable.


 


Expenses


 


The
Company will reimburse each Outside Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person
attendance at, and participation in, Board and committee meetings; provided, that the Outside Director timely submits
to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense
policy, as in effect from time to time.


 


[End
of Document]


 






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