zyne_Ex10_18



		

			CONFIDENTIAL

		


		

			 

		





		
			Exhibit 10.18
		

		
			Board of Directors Compensation Policy
		

		
			 
		

		
			This policy sets forth the compensation for non-employee members of the Board of Directors of Zynerba Pharmaceuticals, Inc. (“Company”) from and after January 25, 2017.  The Board of Directors may change this policy at any time.
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Compensation Element

					
					
						Amount

					
					
						
Paid or
Granted1

				
	
					
						Board of Directors:

					
						Director Retainer

					
						Lead Independent Director

					
						Annual Option Grant

					
						New Director Option Grant

					
					
						 

					
						$35,000 per year 

					
						$20,000 per year

					
						15,000 options3

					
						35,000 option3

					
					
						 

					
						Quarterly2

					
						Quarterly2

					
						Annually4

					
						At sign-on5

					
						 

				
	
					
						Audit Committee:

					
						Chair Retainer

					
						Member Retainer

					
					
						 

					
						$15,000 per year

					
						$  7,500 per year

					
					
						 

					
						Quarterly2

					
						Quarterly2

				
	
					
						Compensation Committee:

					
						Chair Retainer

					
						Member Retainer

					
					
						$10,000 per year

					
						$5,000 per year

					
						 

					
					
						Quarterly2

					
						Quarterly2

					
						 

				
	
					
						Nominating and Corporate Governance Committee:

					
						Chair Retainer

					
						Member Retainer

					
					
						 

					
						 

					
						$ 5,000 per year

					
						$ 3,500 per year

					
					
						 

					
						 

					
						Quarterly2

					
						Quarterly2

				
	
					
						Expenses:

					
						Reimbursed

					
					
						 

					
						 

					
					
						With receipts as  submitted

				



		
			 
		

		
			______________________________
		

		
			 
		

		
			1All options granted to non-employee directors shall have an exercise price equal to the closing price per share on the date of grant and a term of 10 years.  Upon a termination of service, unvested options expire and vested options remain exercisable for one year.
		

		
			2Quarterly cash payments are disbursed at the beginning of each calendar quarter for service during the quarter. and are subject to adjustment by the Board of Directors from time to time. For calendar year 2017, directors may submit an election by January 31, 2017 to receive stock options in lieu of quarterly cash payments for Q2 through Q4 in an amount based on the Black-Scholes valuation. For calendar year 2018 and thereafter, prior to the beginning of each such calendar year, directors may submit an election to receive stock options in lieu of quarterly cash payments during that year.  Options in lieu of cash compensation are fully vested on the date of grant.
		

		
			3Option amounts are subject to adjustment by the Board of Directors from time to time.
		

		
			4Annual Option Grants are made on the date of the Annual Meeting of Stockholders to all non-employee directors in office after the Annual Meeting; Annual Option Grants vest in full on the earlier of the day before the following year’s Annual Meeting, and the one-year anniversary of the grant date, but vest in full earlier upon a change of control of the Company or the death or total disability of the director.
		

		
			
		

		
			


		 


 



		

			CONFIDENTIAL

		


		

			 

		





		

		
			5New Director Option Grants are made on the date that a new non-employee director joins the Board.  New Director Option Grants vest one-third per year beginning on the one-year anniversary of the grant date, but vest in full earlier upon a change of control of Company or the death or total disability of the director.