Exhibits 10.31


 


Accolade,
Inc.


 


Amended
and Restated Non-Employee Director Compensation Policy


 


Effective
Date: February 15, 2021


 


Each member of the Board of Directors (the
 “Board”) who is not also serving as an employee of or consultant to Accolade, Inc. (the “Company”)
or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described
in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting
agreement between the Company and the underwriters managing the initial public offering of the Company’s common stock (the
 “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering. 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 the Effective Date and may be amended
at any time in the sole discretion of the Board or the Nominating and Corporate Governance Committee of the Board.


 


Annual Cash Compensation


 


Commencing at the beginning
of the first fiscal quarter following the closing of the initial public offering (the “IPO”) of the Company’s
Common Stock, each Eligible Director will receive the cash compensation set forth below for service on the Board. The annual cash
compensation amounts will be payable in equal quarterly installments, in arrears following the end 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.


 


In lieu of the cash
compensation set forth below, the Board may instead, in its sole discretion, grant Restricted Stock Unit Awards to each director
in lieu of cash compensation with such Restricted Stock Unit having a value equal to the value of such cash compensation based
on the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant.


 


		1.	Annual Board Service Retainer:






	 	a.	All
Eligible Directors: $86,800
		b.	Chairman of the Board Service Retainer (in addition to Eligible Director Service Retainer): $30,000



		c.	Lead Independent Director (in addition to Eligible Director Service Retainer): $15,000



 






     


     


    

 


		2.	Annual Committee Member Service Retainer (in addition to Eligible Director Service Retainer):









	 	a.	Member
of the Audit Committee: $10,000
	 	b.	Member
of the Compensation Committee: $5,000
	 	c.	Member
of the Nominating and Corporate Governance Committee: $5,000



 


		3.	Annual Committee Chair Service Retainer (in addition to the Eligible Director Service Retainer
and the Committee Member Service Retainer):









	 	a.	Chairman
of the Audit Committee: $10,000
	 	b.	Chairman
of the Compensation Committee: $5,000
	 	c.	Chairman
of the Nominating and Corporate Governance Committee: $5,000






 


Equity Compensation


 


The equity compensation set forth below
will be granted under the Company’s 2020 Equity Incentive Plan (the “Plan”).


 


		1.	Initial Appointment Equity Grant. On appointment to the Board, and without any further action
of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment an Eligible Director
will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $130,200 based on the Fair Market Value
(as defined in the Plan) of the underlying Common Stock on the date of grant, with the $130,200 being prorated based on the number
of months from the date of appointment until the next Annual Meeting of the Company’s Stockholders (the “Initial
RSU”). For illustrative purposes, if an Eligible Director joins the Board in January and the next Annual Meeting
of the Company’s Stockholders will be held in June of the year of appointment, then, upon appointment, such Eligible Director
will receive a Restricted Stock Unit Award for Common Stock having a value of $65,100 (6/12 x $130,200). Each Initial RSU will
vest on the earlier of (i) the date of the next Annual Meeting of the Company’s Stockholders (or the date immediately prior
to the next Annual Meeting of the Company’s Stockholders if the Eligible Director’s service as a director ends at such
meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the one-year
anniversary measured from the date of grant.



 


		2.	Automatic Equity Grants. Without any further action of the Board or Compensation Committee
of the Board, at the close of business on the date of each Annual Meeting of the Company’s Stockholders, each person who
is then an Eligible Director will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $130,200
based on the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant (the “Annual
RSU”). Each Annual RSU will vest on the earlier of (i) the date of the following year’s Annual Meeting of the
Company’s Stockholders (or the date immediately prior to the next Annual Meeting of our Stockholders if the Eligible Director’s
service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for
re-election); or (ii) the one-year anniversary measured from the date of grant.



 


		3.	Vesting; Change of Control. All vesting is subject to the Eligible Director’s “Continuous
Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules,
for each Eligible Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change
in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards will become
fully vested immediately prior to the closing of such Change of Control.



 






     


     


    

 


		4.	Calculation of Value of a Restricted Stock Unit Award. The value of a Restricted Stock Unit
Award to be granted under this Director Compensation Policy will be determined based on the Fair Market Value per share on the
grant date.



 


		5.	Remaining Terms. The remaining terms and conditions of each Restricted Stock Unit Award,
including transferability, will be as set forth in the Company’s standard Restricted Stock Unit Award Agreement, in the form
adopted from time to time by the Board or the Compensation Committee of the Board. The Board or the Nominating and Corporate Governance
Committee of the Board has the discretion to approve a process by which Eligible Directors may defer settlement of the Common Stock
underlying an Initial RSU or an Annual RSU to a future date which is after its vesting date.



 


Expenses


 


The Company will reimburse Eligible Directors
for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board
and committee meetings; provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating
such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.