CareView Communications, Inc. 10-Q


 



EXHIBIT
10.3


 


Director
Compensation Policy


 


Overview


 


The
Board of Directors of CareView Communications, Inc. (the “Company”) (the “Board) has approved the following
Director Compensation Policy (“Policy”) to provide an inducement to attract and retain the services of qualified persons
to serve as directors.


 


Eligibility


 


This
Policy shall apply to each director of the Board who is not an employee of, or compensated consultant to, the Company or any of
its affiliates (an “Outside Director”). Employees of the Company and their affiliates are not eligible to receive
compensation under this Policy.


 


Director
Compensation


 


Each
Outside Director shall be compensated in cash and equity as follows:


 





	CASH
	Annual Cash Retainer for All Directors	$	10,000
	Additional Cash Retainer for Board Chair	$	3,000
	Additional Cash Retainer for Audit Committee Chair	$	2,000
	Additional Cash Retainer for Committee Chair	$	2,000
	Additional Cash Retainer for Audit Committee Member	$	1,000
	Additional Cash Retainer for Compensation Committee Member	$	1,000
	 	 	 
	EQUITY
	Annual Equity Award (Stock Options)	$	40,000




 


 


Annual
Cash Retainers


 


The
Annual Cash Retainer to Outside Directors shall be paid quarterly in arrears as of the last day of each fiscal quarter
beginning in fiscal year 2018 with the first Annual Cash Retainer to be paid on March 31, 2018, or at such later date as
determined by the Board. An Outside Director shall be paid his or her initial Annual Cash Retainer within fifteen days of
first being elected or appointed to the Board, with the initial Annual Cash Retainer calculated on a pro-rated basis during
the first fiscal quarter based on the number of days for which the Outside Director provided service; however, in no event
prior to March 31, 2018, or such later date as determined by the Board for the payment of the first Annual Cash
Retainer.


 






     


     


    

 


Annual
Equity Awards


 


Annual
Equity Awards shall be granted in the form of a 10-year non-qualified stock option for shares of the Company’s Common Stock
(the “Stock Option”) issued pursuant to the CareView Communications, Inc. 2015 Stock Incentive Plan (the “Stock
Plan”) equal to $40,000 based on the closing price of the Company’s Common Stock as quoted on www.yahoofinance.com on the date of grant. Upon initial approval of the Policy by the Board, each Outside Director shall be granted the Annual
Equity Award for the 2016 calendar year. Thereafter, the Annual Equity Award will be granted on August 31 of each year. Vesting
of the Stock Option shall occur at the rate of 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary
of the grant date and 33.4% on the third anniversary of the grant date, subject to the Outside Director’s continued service
on the Board. Upon a Change in Control (as defined in the Stock Plan), all unvested shares under the Stock Options shall vest
immediately.


 


An
Outside Director shall be granted his or her initial Annual Equity Award upon election or appointment to the Board, with the initial
Annual Equity Award calculated on a pro-rata basis covering the number of days remaining until the next August 31 grant date.
In the event an Outside Director leaves the Board before any Stock Option is fully vested, the Board shall have discretion to
accelerate the vesting of the Stock Option.


 


Expense
Reimbursement


 


Upon
presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed
for all reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board and its committees
or in connection with other business related to the Board. Each Outside Director shall also be reimbursed for reasonable out-of-pocket
business expenses authorized by the Board or one of its committees that are incurred in connection with attendance at meetings
with the Company’s management. Each Outside Director shall abide by the Company’s travel and other policies applicable
to Company personnel.


 


Policy
Review / Amendments 


 


The
Compensation Committee or the Board shall review this Policy from time to time to assess whether any amendments in the type and
amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy. This Policy may only
be amended by the Board.


 


This
Policy was approved by the Board on August 31, 2016.