EX-10.1


  Exhibit 10.1

   

  FULGENT GENETICS, INC.

  AMENDED AND RESTATED

  DIRECTOR COMPENSATION PROGRAM

  This Amended and Restated Director Compensation Program (this “Program”) sets forth the compensation payable to directors of Fulgent Genetics, Inc., a Delaware corporation (the “Company”), as consideration for their service as directors of the Company.  This Program does not constitute a legally binding contract or arrangement and may be changed or rescinded at any time upon the approval of the Company’s Board of Directors (the “Board”).

  A.	Cash Compensation and Reimbursement.

  1.	Each director of the Company (each, a “Director”) shall receive reimbursement in cash for his or her reasonable out-of-pocket costs and travel expenses incurred in connection with attendance at meetings of the Board and the committees of the Board (the “Committees”) of which such Director is a member, which reimbursement shall be paid by the Company within thirty (30) days after the Company’s receipt of a Director’s request for reimbursement and reasonable evidence of such costs and expenses

  2.	Each Director that is not an employee of the Company or any of its affiliates (each, a “Non-Employee Director”) shall receive the following annual cash retainer fees (collectively, the “Cash Retainer Fees”) based on his or her service as a Director, Chair of a Committee and/or member of a Committee:

  				
	 
	 
	 
	 

	  
	  
	  
	Cash Retainer Fee Amount(1)

	Annual Director Cash Retainer Fee:
	  
	  
	  

	Each Non-Employee Director
	  
	$
	70,000

	  
	  
	  
	  

	Annual Committee Chair Cash Retainer Fees:(2)
	  
	  
	  

	Audit Committee Chair
	  
	$
	15,000

	Compensation Committee Chair
	  
	$
	10,000

	Nominating Committee Chair
	  
	$
	6,000

	  
	  
	  
	  

	Annual Committee Member Cash Retainer Fees:(2)
	  
	  
	  

	Audit Committee Member
	  
	$
	7,500

	Compensation Committee Member
	  
	$
	5,000

	Nominating Committee Member
	  
	$
	3,000



  ____________

  (1)	Directors, Committee Chairs and Committee members receive pro-rated amounts of all applicable Cash Retainer Fees for any partial year of service in any such position.

  (2)	Cash Retainer Fees for Committee Chair and Committee member positions are in addition to the Cash Retainer Fee for service as a Director.

  All Cash Retainer Fees earned by a Non-Employee Director for service as a director during a fiscal year shall be paid by the Company bi-annually, within thirty (30) days after the end of the second and fourth fiscal quarters of such fiscal year.

  B.	Equity Compensation.

  1.	Subject to the approval of the administrator under the applicable Plan (as defined below), on the date of his or her election or appointment as a Director, each Non-Employee Director shall be granted the following equity award or awards (such award or awards, the “Initial Award”):  (i) a non-qualified stock option award (“Option”) to acquire up to a number of shares of the Company’s common stock equal to the applicable Available Amount (as 

   

  

  Exhibit 10.1

  defined below); (ii) a restricted stock unit award (“RSU”) relating to a number of shares of the Company’s common stock equal to the product obtained by multiplying (a) the applicable Available Amount, by (b) 0.4; or (iii) a non-qualified stock option award and a restricted stock unit award to acquire or relating to, as applicable, a number of shares of the Company’s common stock such that the sum of (a) the number of shares of the Company’s common stock subject to the non-qualified stock option award, and (b) the quotient obtained by dividing (1) the number of shares of the Company’s common stock subject to the restricted stock unit award, by (2) 0.4, is equal to the applicable Available Amount.  

  2.	Subject to the approval of the administrator under the applicable Plan, on the date of each Annual Meeting of the Stockholders of the Company, each Non-Employee Director that is serving as such immediately prior to and immediately after the applicable Annual Meeting of the Stockholders shall be granted the following equity award or awards (such award or awards, the “Annual Award”):  (i) an Option to acquire up to a number of shares of the Company’s common stock equal to the applicable Available Amount; (ii) a RSU award relating to a number of shares of the Company’s common stock equal to the product obtained by multiplying (a) the applicable Available Amount, by (b) 0.4; or (iii) a non-qualified stock option award and a restricted stock unit award to acquire or relating to, as applicable, a number of shares of the Company’s common stock such that the sum of (a) the number of shares of the Company’s common stock subject to the non-qualified stock option award, and (b) the quotient obtained by dividing (1) the number of shares of the Company’s common stock subject to the restricted stock unit award, by (2) 0.4, is equal to the applicable Available Amount.

  3.	In addition to the Initial Award and the Annual Award, directors shall be eligible to receive such additional equity awards in such amounts and on such dates and subject to such terms as the Board and/or any appropriate Committees may approve.

  4.	For purposes of this Program, the “Available Amount” for all Initial Awards and Annual Awards shall be as follows:

  			
	 
	 
	 

	  
	  
	Available Amount

	Initial Award
	  
	20,000

	
Annual Award
	  
	
9,000 
 



   

  5.	All Initial Awards and Annual Awards (referred to collectively as the “Awards”) shall be granted under and subject to the Company’s 2016 Omnibus Incentive Plan or such other comparable equity incentive plan of the Company that is then in effect (such applicable plan, the “Plan”) and shall be subject to the following terms:  (i) each Award that is a non-qualified stock option shall expire after 10 years; (ii) each Initial Award shall commence vesting on the date of the appointment or election of the applicable Non-Employee Director, and each Annual Award shall commence vesting on the date of the applicable Annual Meeting of Stockholders of the Company; (iii) each Award shall vest as follows:  one-quarter of the total shares of the Company’s common stock subject to the Award shall vest one year after the vesting commencement date of the Award and 1/16th of the total shares of the Company’s common stock subject to the Award shall vest at the end of every three-month period thereafter, subject to the applicable Non-Employee Director’s continued service for the Company on each such vesting date; and (iii) each Award shall be subject to all other terms set forth in the applicable form of award agreement under the Plan that has been approved by the Board.