EX-10.2



 Exhibit 10.2 

MATEON THERAPEUTICS, INC. 

AMENDED AND RESTATED 

DIRECTOR COMPENSATION POLICY 

AS IN EFFECT OCTOBER 25, 2016 

The Board of Directors (the “Board”) of Mateon Therapeutics, Inc. (the “Company”) has approved the
following amended and restated policy (the “Policy”) which establishes compensation to be paid to non-employee directors of the Company, in order to provide an inducement to obtain and retain the services of qualified persons to
serve as members of the Company’s Board and its Committees. Each such director will receive fees payable in cash and equity as compensation for his or her services, all as further set forth herein. 

Applicable Persons 
 This Policy shall
apply to each director of the Company who is not an employee of the Company or any parent or subsidiary of the Company (each, an “Outside Director”). 

Equity Grants 
 Annual Equity
Grants 
 On the date of each annual meeting of stockholders of the Company (the “Date of Grant”), each Outside Director
shall be granted a non-qualified stock option to purchase shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), valued at $40,000 on the date of grant (the “Annual Equity
Grant”), under the Mateon Therapeutics, Inc. 2015 Equity Incentive Plan, as amended (or the Company’s then applicable stockholder-approved equity plan) (the “Stock Plan”). Options issued pursuant to the Annual Equity
Grant shall be issued to each Outside Director automatically, without further action by the Board or the Compensation Committee. 
 New
Director Grants 
 If an Outside Director who has not previously served as a member of the Board (a “New Director”) is
elected or appointed, the New Director shall be granted an option to purchase Common Stock valued at $50,000 on the date of grant under the Stock Plan, on or shortly after the date of commencement of his or her service (the “New Director
Grant”). 
 Terms of Options 

Unless otherwise specified by the Board or the Compensation Committee of the Board (the “Compensation Committee”) at the time
of grant, (i) options granted as Annual Equity Grants shall vest in full one (1) year from the Date of Grant, subject to the Outside Director’s continued service on the Board as of the vesting date; (ii) options granted as New
Director Grants shall vest in equal amounts over a three (3) year period, subject to the New Director’s continued service on the Board as of each vesting date; (iii) each Annual Equity Grant and New Director Grant shall have an
exercise price equal to the closing price of the Common Stock on The NASDAQ Capital Market (or other then-applicable trading market for the Common Stock) on the date of grant, or if the date of grant is not a trading day, the closing price on the
next trading day following the date of grant; (iv) each option shall have a term of six (6) years; (v) the number of options to be received pursuant to an Annual Equity Grant or a New Director Grant shall be calculated using the
Black-Scholes valuation method and (vi) each Annual Equity Grant and New Director Grant shall be subject to the terms and conditions of the Stock Plan and shall contain such other terms and conditions as the Board or the Compensation Committee
may determine. 
 Cash Fees 
 Annual
Cash Payments 
 Effective October 25, 2016, the following annual cash fees shall be paid to the Outside Directors serving on the
Board and the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee of the Board, as applicable. 








			
	Board or Committee of Board	 	Annual Cash Retainer Amount
	
Chairperson of the Board (in addition to compensation as a Member of the Board)
	 	$20,000
	
Members of the Board
	 	$40,000
	
Audit Committee Chairperson (in addition to compensation as a Member of the Board and as a member of the Audit
Committee)
	 	$3,000
	
Compensation Committee Chairperson (in addition to compensation as a Member of the Board and as a member of the
Compensation Committee)
	 	$3,000
	
Nominating and Governance Committee Chairperson (in addition to compensation as a Member of the Board and as a
member of the Nominating and Governance Committee)
	 	$3,000
	
Audit Committee Member (in addition to compensation as a Member of the Board)
	 	$5,000
	
Compensation Committee Member (in addition to compensation as a Member of the Board)
	 	$3,000
	
Nominating and Governance Committee Member (in addition to compensation as a Member of the Board)
	 	$3,000

 Payment Terms for All Cash Fees 

Cash payments payable to Outside Directors shall be paid quarterly in arrears at the end of each fiscal quarter. If a new Outside Director
commences service on a date other than the first day of a fiscal quarter, such new Outside Director shall receive his or her cash compensation for such fiscal quarter pro rated . 

Expenses 
 Upon presentation of
documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board, committees
thereof or in connection with other Board-related business. 
 Amendments 

The Board shall review this Policy from time to time to assess whether the type and amount of compensation provided for herein should be
adjusted in order to fulfill the objectives of this Policy.