Blueprint





Exhibit
10.7






ENDRA
Life Sciences Inc.


Non-Employee
Director Compensation Policy


(Adopted
by the ENDRA Life Sciences Inc. Board of Directors, effective
January [●], 2017)


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 Compensation


Upon
his or her initial election to the Board (the “Appointment Date”), each
new Director shall be awarded a number of Options equal to $30,000
divided by the closing price of the Company’s Common Stock on
the Appointment Date. Such Options shall become exercisable on the
first trading day following December 31 of the year of the
Appointment Date (the “Initial Award Vesting
Date”). If a Director ceases to serve as a Director
before the Initial Award Vesting Date due to the Director’s
death, or if there is a Change in Control prior to the Initial
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 an Initial Award Vesting Date or a
Change in Control, then any remaining unvested portion of the
Director’s initial grant of 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 $36,000, 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 a number of
Options equal to $30,000 divided by the closing price of the Common
Stock on the Option Grant Date. 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.


For
2016, upon the Company’s initial public offering of its
Common Stock (the “IPO”), each then-current
Director shall receive Options pursuant to this section that are
immediately exercisable, with the number of Options to be awarded
to each Director upon the IPO equal to $30,000 divided by the price
at which the Company’s Common Stock is offered in the IPO
(the “IPO
Price”). The exercise price for such Options shall be
equal to the IPO Price.



 







 






 


For
2017, upon the IPO, each then-current Director shall receive
Options pursuant to this section that will become exercisable on
December 31, 2017, with the number of Options to be awarded to each
Director upon the IPO equal to $30,000 divided by the IPO Price.
The exercise price for such Options shall be equal to the IPO
Price.



Equity Award Terms


Capitalized terms
used in this Policy and not otherwise defined shall have the
meanings given to them in the Company’s Second Amended and
Restated 2013 Equity Compensation 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 eight 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.