Exhibit 10.1





FlexShopper,
Inc.


 


Non-Employee
Director Compensation Policy


 


Members
of the Board of Directors (the "Board") of FlexShopper, Inc. (the "Company") who are not employees
of the Company or any subsidiary of the Company and have not been appointed to the Board in connection with an Investor Rights
Agreement ("Directors") shall be paid the following amounts in consideration for their services on the Board.


 


Annual
Compensation


 


Cash
Compensation


 


Each
Director shall be paid an annual cash retainer of $30,000 prorated for partial years of service and paid quarterly in arrears.
Committee members shall be paid the following additional annual cash retainer amounts paid quarterly in arrears:


 


	Audit
    Committee Chair:	$5000
	Audit
    Committee Member:	$2500
	Compensation  Committee
    Chair:	$5000
	Compensation
    Committee Member:	$2500
	Corporate
    Governance and Nominating Committee Chair:	$5000
	Corporate  Governance  and
    Nominating  Committee Member:	$2500


 


Equity
Compensation


 


On
the first trading day following December 31 of each year (each, an "Option Grant Date"), each Director will also
be awarded a number of Options to purchase 6,000 shares of the Company's common stock ("Common Stock"). All Director
Options under this Policy shall be made under and pursuant to the Plan (as defined below). The Options shall not become vested
until the first anniversary of the Option Grant Date (the "Annual Award Vesting Date"). If a Director ceases
to serve as a Director before the Annual Award Vesting Date due to the Director's death, or if there is a Change of Control prior
to the Annual Award Vesting Date, then the Options shall become fully vested as of the date of such death or Change of Control,
as applicable. If a Director ceases to serve as a Director at any time for any reason other than death before the earlier of the
Annual Award Vesting Date or a Change of Control, then the annual equity grant shall become vested pro rata (based on the number
of days between the Option Grant Date and the date of cessation of services divided by 365), and to the extent the Options are
not thereby vested they shall be forfeited as of the date of such cessation of services.


 






    

     

    

 


Equity
Award Terms


 


Capitalized
terms used herein and not otherwise defined shall have the meanings given to them in the Company's 2015 Omnibus Equity Compensation
Plan (the "Plan"). Any Options issued in accordance with the terms of this Policy shall be made under and pursuant
to the Plan. The Board, in its sole discretion and in recognition for meritorious service, may elect to vest up to 100% of a Director's
unvested equity awards upon retirement.


 


Expense
Reimbursement


 


The
compensation described in this Policy is in addition to reimbursement of all out-of-pocket expenses incurred by Directors in attending
meetings of the Board.


 


Employee
Directors


 


An
employee of the Company who serves as a director on the Board or on the board of directors of a Company subsidiary receives no
additional compensation for such service.


 


Section
409A


 


This
Policy is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted,
the Policy shall be interpreted and administered to be in compliance therewith. Any payments described in this Policy that are
due within the "short-term deferral period" as defined in Code Section 409A shall not be treated as deferred compensation
unless applicable laws require otherwise.


 


Adopted
Effective May 10, 2017


 








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