Exhibit 10.2


 


Aethlon
Medical, Inc.


 


Amended
and Restated


Non-Employee
Director Compensation Policy


July
16, 2020


 


Each member of the Board of Directors
(the “Board”) who is not also serving as an employee of or consultant to Aethlon Medical, Inc. (the
“Company”) or any of its subsidiaries (each such member, an “Eligible
Director”) will receive the compensation described in this Amended and Restated Non-Employee Director
Compensation Policy for his or her Board service. An Eligible Director may decline all or any portion of his or her
compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the
case may be. This policy is effective as of July 16, 2020 (the “Effective Date”) and may be amended
at any time in the sole discretion of the Board or the Compensation Committee of the Board. This policy supersedes and
replaces any prior agreement or program that provides for compensation terms as of the Effective Date.


 


Cash Compensation


 


The annual cash compensation amount set
forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal
quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than
effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served
in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides
the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.


 


For Eligible Directors who are serving
on the Board as of the Effective Date the annual cash compensation shall be deemed effective as of the later of (i) the Effective
Date, or (ii) the date such member of the Board was appointed or elected to the Board or to the board of directors of a wholly-owned
subsidiary of the Company.


 


1.            
Annual Board Service Retainer:


	 	a.	All
Eligible Directors: $35,000
		b.	Chairman of the Board Service Retainer (in addition to Eligible Director Service Retainer): $60,000



 


2.                 
Annual Committee Chair Service Retainer:





	 	a.	Chair
of the Audit Committee: $15,000
	 	b.	Chair
of the Compensation Committee: $15,000
	 	c.	Chair
of the Nominating and Corporate Governance Committee: $8,000



 


3.                 
Annual Committee Member Service Retainer (not applicable to Committee Chairs):





	 	a.	Member
of the Audit Committee: $7,500
	 	b.	Member
of the Compensation Committee: $7,500
	 	c.	Member
of the Nominating and Corporate Governance Committee: $5,000


 


 


 






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Equity Compensation


 


1.                 
New Eligible Directors: A new eligible director will receive an initial grant of restricted stock units with a grant
date fair value of $75,000 or, at the discretion of the Board, options to acquire shares of common stock. Restricted stock units
granted under this provision will be valued based on the average of the closing prices of the common stock for the five trading
days preceding and including the date of grant and will vest at a rate determined by the Board in its discretion, typically in
equal quarterly installments over one year. Options granted under this provision will be valued at the exercise price, which will
be based on the average of the closing prices of the common stock for the five trading days preceding and including the date of
grant. Such options will have a term of ten years and will vest at a rate determined by the Board in its discretion.


 


2.                 
Existing Eligible Directors: At the beginning of each fiscal year, each existing eligible director will receive a
grant of restricted stock units with a grant date fair value of $50,000 or, at the discretion of the Board, options to acquire
shares of common stock. Restricted stock units granted under this provision will be valued based on the average of the closing
prices of the common stock for the five trading days preceding and including the date of grant and will vest at a rate determined
by the Board in its discretion, typically in equal quarterly installments over one year. Options granted under this provision will
be valued at the exercise price, which will be based on the average of the closing prices of the common stock for the five trading
days preceding and including the date of grant. Such options will have a term of ten years and will vest at a rate determined by
the Board in its discretion.


 


Additional Requirements


 


In making any future
changes to compensation payable to Non-Employee Directors, the Board or Compensation Committee will evaluate the practices of the
peer group of companies that serve as references for executive compensation benchmarking, as well as then current general best
practices regarding director compensation. The Compensation Committee will review this Policy on at least a biennial basis and
engage an independent compensation consultant to assist in such review. Furthermore, the Company will not permit compensation to
be paid to Non-Employee Directors for their service as such, other than as provided for in this Policy, unless there are extraordinary
circumstances as determined by the Compensation Committee or the Board. All payments to Non-Employee Directors will be disclosed
in accordance with applicable law, regulations and exchange or national market system requirements.


 


 


 


 


 


 


 


 


 


 


 


 


 






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