Exhibit 10.4


 





Aethlon Medical, Inc.


2012 Directors Compensation Program


as Modified on June 6, 2014


 


On June 6, 2014, the Compensation Committee
of the Board of Directors (the “Board”) of Aethlon Medical, Inc. (the “Company”) recommended to the Board
that the Company’s 2012 Directors Compensation Program, in which only non-employee directors of the Company may participate,
be modified in its entirety as follows:


 


		A.	Stock Options



 


		1.	New Eligible Directors: A new eligible director will receive an initial grant of $50,000 worth of options to acquire
shares of common stock, with such grant being valued at the exercise price based on the average of the closing bid prices of the
common stock for the five trading days preceding the first day of the fiscal year. These options will have a term of ten years
and will vest 1/3 upon grant and 1/3 upon each of the first two anniversaries of the date of grant.



 


		2.	Existing Eligible Directors: At the beginning of each fiscal year, each existing eligible director will receive a grant
of $35,000 worth of options to acquire shares of common stock, with such grant being valued at the exercise price based on the
average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year These
options will have a term of ten years and will vest on the first anniversary of the date of grant.



 


		B.	Compensation



 


		1.	Eligible Director Annual Retainer: Eligible directors will receive an annual board retainer fee of $30,000.



 


		2.	Audit Committee Annual Retainer: Each member of the Audit Committee will receive an annual retainer fee of $4,000, except
for the Chair of the Audit Committee, who will receive an annual retainer of $5,000.



 


		3.	Compensation Committee Annual Retainer: Each member of the Compensation Committee will receive an annual retainer fee
of $4,000, except for the Chair of the Compensation Committee, who will receive an annual retainer of $5,000.



 


		4.	Lead Independent Director: The Lead Independent Director will receive an annual retainer of $15,000.



 


The Board unanimously approved the Compensation
Committee’s recommendation with the eligible directors abstaining.


 






    	



    	 



    

 


Aethlon Medical, Inc.


2012 Directors Compensation Program


as Adopted on July 24, 2012


 


On July 24, 2012, the Board of Directors
(the “Board”) of Aethlon Medical, Inc. (the “Company”) adopted the Company’s 2012 Directors Compensation
Program, in which only non-employee directors of the Company may participate. The Company’s 2012 Directors Compensation Program
modified in its entirety the Company’s 2005 Directors Compensation Program, as follows:


 


		A.	Stock Options



 


		1.	Existing Eligible Directors: At the beginning of each fiscal year, each existing eligible director will receive a grant
of $35,000 worth of options to acquire shares of common stock, with such grant being valued at the exercise price based on the
average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year. These
options will have a term of ten years and will vest as follow: $10,000 will vest immediately upon the date of grant and $20,000
will vest on the first anniversary of the date of grant contingent upon each eligible director attending not less than 80% of the
Board meetings conducted during the ensuing fiscal year.



 


		B.	Compensation



 


		1.	Board Meetings: Eligible directors will receive $1,000 for each Board meeting attended.



 


		2.	Committee Meetings: Eligible directors will receive $500 for each Committee meeting attended.



 






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