EX-10.18





 Exhibit 10.18 

SONENDO, INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 
 Eligible Directors (as defined below) on the board of
directors (the “Board”) of Sonendo, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director
Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically as set forth herein and without further action of the Board, to each
member of the Board who is not an employee of the Company or any of its parents or subsidiaries (each, an “Eligible Director”), who may be eligible to receive such cash or equity compensation, unless such Eligible Director
declines the receipt of such cash or equity compensation by written notice to the Company. 
 This Program shall become effective upon the
closing of the initial public offering of the Company’s common stock (the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended,
modified or terminated by the Board at any time in its sole discretion. No Eligible Director shall have any rights hereunder, except with respect to equity awards granted pursuant to Section 2 of this Program. 

1. Cash Compensation. 

a. Annual Retainers. Each Eligible Director shall be eligible to receive an annual cash retainer of $40,000 for service
on the Board. 
 b. Additional Annual Retainers. An Eligible Director shall be eligible to receive the following
additional annual retainers, as applicable: 
 (i) Chairperson. An Eligible Director serving as Chairperson of the
Board shall be eligible to receive an additional annual retainer of $35,000 for such service. 
 (ii) Lead Independent
Director. An Eligible Director serving as Lead Independent Director of the Board shall be eligible to receive an additional annual retainer of $15,000 for such service. 

(iii) Audit Committee. An Eligible Director serving as Chairperson of the Audit Committee shall be eligible to receive
an additional annual retainer of $20,000 for such service. An Eligible Director serving as a member of the Audit Committee (other than the Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such service. 

(iv) Compensation Committee. An Eligible Director serving as Chairperson of the Compensation Committee shall be eligible
to receive an additional annual retainer of $15,000 for such service. An Eligible Director serving as a member of the Compensation Committee (other than the Chairperson) shall be eligible to receive an additional annual retainer of $7,000 for such
service. 
 (v) Nominating and Corporate Governance Committee. An Eligible Director serving as Chairperson of the
Nominating and Corporate Governance Committee shall be eligible to receive an additional annual retainer of $10,000 for such service. An Eligible Director serving as a member of the Nominating and Corporate Governance Committee (other than the
Chairperson) shall be eligible to receive an additional annual retainer of $5,000 for such service. 

  
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 c. Payment of Retainers. The annual cash retainers described in
Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than 30 days following the end of each calendar quarter. In the event an Eligible Director does not serve
as a director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, the retainer paid to such Eligible Director shall be prorated for the portion of such calendar quarter actually served as a director, or in
such position, as applicable. 
 2. Equity Compensation. 

a. General. Eligible Directors shall be granted the equity awards described below. The awards described below shall be
granted under and shall be subject to the terms and provisions of the Company’s 2021 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the
“Equity Plan”) and may be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms approved by the Board prior to or in connection with such grants. All
applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Equity Plan. 
 b. Initial Awards. Each Eligible Director who is initially elected or
appointed to serve on the Board after the Effective Date automatically shall be granted an Option with a value of $240,000 (each, an “Initial Award”). Each Initial Award shall be granted on the date on which such Eligible
Director is appointed or elected to serve on the Board (the “Election Date”), and shall vest in substantially equal installments on each of the first three anniversaries of the applicable grant date, subject to continued
service through the applicable vesting date. 
 c. Annual Awards. An Eligible Director who has served on the Board for
at least six months as of the date of the annual meeting of the Company’s stockholders (each, beginning with such meeting in calendar year 2022, the “Annual Meeting”) and who continues to serve on the Board through the
date of such Annual Meeting, in each case, shall be granted (i) an Option with a value of $60,000 and (ii) a Restricted Stock Unit award with a value of $60,000 (together, the “Annual Award”, and together with the
Initial Award, the “Director Award”). The number of Restricted Stock Units subject to an Annual Award will be determined by dividing $60,000 by the closing price for the Company’s common stock on the applicable grant
date. Each Annual Award shall vest in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next Annual Meeting following the grant date,
subject to continued service through the applicable vesting date. 
 d. Accelerated Vesting Events. Notwithstanding
the foregoing, an Eligible Director’s Director Award(s) shall vest in full immediately prior to the occurrence of a Change in Control, to the extent outstanding at such time, if the Eligible Director will not become, as of immediately following
such Change in Control, a member of the Board or the board of directors of ultimate parent of the Company. 
 e.
Provisions Applicable to Options. With respect to any Options granted under this Program: 
 (i) The exercise price
per Share with respect to an Option shall be equal to the Fair Market Value of a Share on the applicable grant date. 

  
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 (ii) An Option shall have a maximum term of ten years from the applicable
grant date. 
 (iii) The number of Shares subject to an Option shall be determined by dividing the value of the Option by the
per share Black-Scholes valuation as of the applicable grant date, utilizing the same assumptions that the Company uses in preparation of its financial statements. 

3. Compensation Limits. Notwithstanding anything to the contrary in this Program, all compensation payable under this Program will be
subject to any limits on the maximum amount of non-employee Director compensation set forth in the Equity Plan, as in effect from time to time. 

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