ndra_ex102





 







Exhibit 10.2

 



ENDRA Life Sciences Inc.

 



Non-Employee Director Compensation Policy

 



(Adopted by the ENDRA Life Sciences Inc. Board of Directors,
effective April 9, 2020)

 


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 Option Grant

 


Upon
his or her initial election to the Board (the “Appointment Date”), each
new Director shall be awarded 50,000 Options (an
“Initial Option
Grant”) under the Company’s 2016 Omnibus
Incentive Plan (the “Plan”). Such Options
shall vest and become exercisable in three equal annual
installments beginning on the one year anniversary of the Grant
Date; provided, if a Director ceases to serve as a Director due to
the Director’s death, or if there is a Change in Control,
then any remaining unvested portion of such 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 or a Change in Control, then any
remaining unvested portion of such 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 $40,000, prorated
for partial years of service and paid quarterly in arrears;
provided, however, that such retainer for the second, third and
fourth fiscal quarters of 2020 shall be paid in the form of
Restricted Stock Units (“RSUs”) granted under the
Company’s 2016 Omnibus Incentive Plan, which RSUs shall vest
in three equal quarterly installments subject to the terms and
conditions of the award agreement pursuant to which such RSUs are
awarded. The number of RSUs granted to each Director pursuant to
the foregoing sentence shall equal $30,000 divided by the closing
price of the Company’s common stock on the effective date of
this Policy.

 



Equity Compensation

 


On the
first trading day of each calendar year (each, an
“Option Grant
Date”), each Director will be awarded 12,000 Options.
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.

 



 

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Equity Award Terms

 


Capitalized
terms used in this Policy and not otherwise defined shall have the
meanings given to them in the 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 ten 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.

 




 

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