Exhibit 10.2


 


Non-Employee Director Compensation Policy


 


Directors of Vivani Medical, Inc. (the “Company”)
that are not employees of the Company or one of its subsidiaries receive compensation for their services to the Board of Directors
and related committees as set forth below.


 


Annual Cash Retainer Fees


 


Effective September 1, 2022, the annual cash retainer
fees for non-employee Directors of the Company will be as follows:


 





	Description	 	Annual Amount
	 	 	 
	Retainer	 	$	35,000	 
	 	 	 	 	 
	Chairman of the Board additional retainer	 	$	20,000	 
	 	 	 	 	 
	Chair of standing Committees additional retainer	 	 	 	 
	 	 	 	 	 
	Audit Committee	 	$	20,000	 
	Compensation Committee	 	$	12,000	 
	Nominating & Governance Committee	 	$	8,000	 
	 	 	 	 	 
	Member of standing Committees additional retainer 

	Audit Committee	 	$	10,000	 
	Compensation Committee	 	$	6,000	 
	Nominating & Governance Committee	 	$	4,000	 








 


These retainer fees are paid to the Director on
a quarterly basis, with each installment being equal to one-fourth of the annualized amount set forth above and being paid in cash
at the end of each quarter of service.


 


For clarity, the Committee Member retainer shall
be payable to each member of the respective Committee who is not also the Chair of that Committee. The Chair of a Committee shall
be entitled to receive only the Committee Chair retainer for that particular Committee.


 


Any Director may choose to receive the equivalent
of the annual cash retainer for that Director in options to buy common stock in the Company instead of in cash. This choice must
be made in writing by July 1 of each year and the choice is effective for one year. The number of options will be set to be equivalent
to the value of the total annual retainer fee for that Director. The grant date for these options will be July 1 of each year.
These options will have an exercise price equal to the closing price of the Company’s common stock on the grant date (or
as of the most recent trading date in the Company’s common stock if the grant date is not a trading date) and will vest one-fourth at the end of each
quarter following the grant date. Each option grant will be evidenced by, and subject to the terms and conditions of, an award
agreement in the form approved by the Compensation Committee to evidence such type of grant pursuant to this policy.


 




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Equity Award Grants


 


The following equity award grant
policies are adopted effective September 1, 2022. The equity awards set forth herein will be made from the Company’s 2022
Omnibus Incentive Plan or any successor plan designated by the Board (“Plan”):


 


Initial Options Grant: Each non-employee
Director who joins the Board (who was not immediately prior to joining the Board an employee of the Company or one of its subsidiaries)
will receive a grant of options to purchase Company common stock upon appointment to the Board of Directors. The number of options
will be set to be equivalent to the value of the annual retainer fee. These options will have an exercise price equal to the closing
price of the Company’s common stock on the grant date (or as of the most recent trading date in the Company’s common
stock if the grant date is not a trading date) and will vest in monthly installments over the three-year period following the grant
date. Each option grant will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved
by the Compensation Committee to evidence such type of grant pursuant to this policy.


 


Annual Options Grant: On July 1 of each
year, each non-employee Director then in office will receive a grant of options to purchase Company common stock. The number of
options will be set to be equivalent to the value of the annual retainer fee. These options will have an exercise price equal to
the closing price of the Company’s common stock on the grant date (or as of the most recent trading date in the Company’s
common stock if the grant date is not a trading date) and will vest in total on the first anniversary of the grant. Each option
grant will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved by the Compensation
Committee to evidence such type of grant pursuant to this policy.


 


Stock Ownership Guidelines


 


The Board has determined not to enact any stock
ownership guidelines for Directors at this time.


 


Cap on total annual Compensation


 


The maximum total annual compensation for Directors
shall not exceed $750,000 for the Board Chair. The maximum total annual compensation for other Directors shall not exceed $500,000
except for a maximum of $750,000 including an Initial Options Grant.


 




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Partial Terms of Office


 


In the event a Director leaves the Board before
the end of his or her term due to resignation, death, or removal, cash retainer fees will be paid to that Director on a pro
rata basis. Any equity grants already made to that Director will be governed by the provisions of the plan under which granted.


 


Expense Reimbursement


 


Reasonable and customary expenses
associated with travel on Board or Committee business or other expenses incurred at the request of the Board will be reimbursed
by the Company.


 


Prohibited Compensation


 


Directors of the Company will not be engaged as
paid consultants or advisors by the Company or any of its subsidiaries.


 


The Board of Directors may amend or terminate
this policy at any time, provided, however, that equity awards under this policy will cease without any action of the Compensation
Committee or Board if the Company’s 2022 Omnibus Incentive Plan expires prior to the Board designating a successor plan under
which the equity awards are to be made.


 


Adopted: November 7, 2022


 






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