EX-10.20



 Exhibit 10.20 

FULGENT GENETICS, INC. 

DIRECTOR COMPENSATION PROGRAM 
 This
Director Compensation Program (this “Program”) sets forth the compensation payable to directors of Fulgent Genetics, Inc., a Delaware corporation (the “Company”), as consideration for their service as directors of
the Company. This Program does not constitute a legally binding contract or arrangement and may be changed or rescinded at any time upon the approval of the Company’s Board of Directors (the “Board”). This Program shall become
effective as of the time that the registration statement on Form S-1 for the Company’s initial public offering of its common stock is declared effective by the Securities and Exchange Commission. 

 

	A.	Cash Compensation and Reimbursement. 

  

	 	1.	Each director of the Company (each, a “Director”) shall receive reimbursement in cash for his or her reasonable out-of-pocket costs and travel expenses incurred in connection with attendance at meetings
of the Board and the committees of the Board (the “Committees”) of which such Director is a member, which reimbursement shall be paid by the Company within thirty (30) days after the Company’s receipt of a Director’s
request for reimbursement and reasonable evidence of such costs and expenses. 

  

	 	2.	Each Director that is not an employee of the Company or any of its affiliates (each, a “Non-Employee Director”) shall receive the following annual cash retainer fees (collectively, the “Cash
Retainer Fees”) based on his or her service as a Director, Chair of a Committee and/or member of a Committee: 

  

					
	 	  	Cash
Retainer Fee
Amount(1)	 
	 Annual Director Cash Retainer Fee:
	  			
	 Each Non-Employee Director
	  	$	35,000	  
		
	 Annual Committee Chair Cash Retainer
Fees:(2)
	  			
	 Audit Committee Chair
	  	$	15,000	  
	 Compensation Committee Chair
	  	$	10,000	  
	 Nominating Committee Chair
	  	$	6,000	  
		
	 Annual Committee Member Cash Retainer
Fees:(2)
	  			
	 Audit Committee Member
	  	$	7,500	  
	 Compensation Committee Member
	  	$	5,000	  
	 Nominating Committee Member
	  	$	3,000	  

  

	(1)	Directors, Committee Chairs and Committee members receive pro-rated amounts of all applicable Cash Retainer Fees for any partial year of service in any such position. 


	(2)	Cash Retainer Fees for Committee Chair and Committee member positions are in addition to the Cash Retainer Fee for service as a Director. 


All Cash Retainer Fees earned by a Non-Employee Director for service as a director during a fiscal year shall be paid by the Company within
thirty (30) days after the end of such fiscal year. 

  
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	B.	Equity Compensation. 

  

	 	1.	Subject to the approval of the administrator under the applicable Plan (as defined below), on the date of his or her election or appointment as a Director, each Non-Employee Director except for Dr. Yun Yen shall be
granted the following equity award or awards (such award or awards, the “Initial Award”): (i) a non-qualified stock option award to acquire up to a number of shares of the Company’s common stock equal to the applicable
Available Amount (as defined below); (ii) a restricted stock unit award relating to a number of shares of the Company’s common stock equal to the product obtained by multiplying (a) the applicable Available Amount, by (b) 0.4; or (iii) a
non-qualified stock option award and a restricted stock unit award to acquire or relating to, as applicable, a number of shares of the Company’s common stock such that the sum of (a) the number of shares of the Company’s common stock
subject to the non-qualified stock option award, and (b) the quotient obtained by dividing (1) the number of shares of the Company’s common stock subject to the restricted stock unit award, by (2) 0.4, is equal to the applicable Available
Amount. 

  

	 	2.	Subject to the approval of the administrator under the applicable Plan, on the date of each Annual Meeting of the Stockholders of the Company, each Non-Employee Director except for Dr. Yun Yen that is serving as such
immediately prior to and immediately after the applicable Annual Meeting of the Stockholders shall be granted the following equity award or awards (such award or awards, the “Annual Award”): (i) a non-qualified stock option award to
acquire up to a number of shares of the Company’s common stock equal to the applicable Available Amount; (ii) a restricted stock unit award relating to a number of shares of the Company’s common stock equal to the product obtained by
multiplying (a) the applicable Available Amount, by (b) 0.4; or (iii) a non-qualified stock option award and a restricted stock unit award to acquire or relating to, as applicable, a number of shares of the Company’s common stock such that the
sum of (a) the number of shares of the Company’s common stock subject to the non-qualified stock option award, and (b) the quotient obtained by dividing (1) the number of shares of the Company’s common stock subject to the restricted stock
unit award, by (2) 0.4, is equal to the applicable Available Amount. 

  

	 	3.	In addition to the Initial Award and the Annual Award, directors shall be eligible to receive such additional equity awards in such amounts and on such dates and subject to such terms as the Board and/or any appropriate
Committees may approve. 

  

	 	4.	For purposes of this Program, the “Available Amount” for all Initial Awards and Annual Awards shall be as follows: 


 

					
	 	  	Available Amount	 
	 Initial Award
	  	 	20,000	  
	 Annual Award
	  	 	5,000	  

  

	 	5.	 All Initial Awards and Annual Awards (referred to collectively as the “Awards”) shall be granted
under and subject to the Company’s 2016 Omnibus Incentive Plan or such other comparable equity incentive plan of the Company that is then in effect (such applicable 



  
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plan, the “Plan”) and shall be subject to the following terms: (i) each Award that is a non-qualified stock option shall expire after 10 years; (ii) each Initial Award shall
commence vesting on the date of the appointment or election of the applicable Non-Employee Director, and each Annual Award shall commence vesting on the date of the applicable Annual Meeting of Stockholders of the Company; (iii) each Award shall
vest as follows: one-quarter of the shares of the Company’s common stock subject to the Award shall vest one year after the vesting commencement date of the Award and 1/16 of the remainder of the shares of the Company’s common stock
subject to the Award shall vest at the end of every three-month period thereafter, subject to the applicable Non-Employee Director’s continued service for the Company on each such vesting date; and (iii) each Award shall be subject to all other
terms set forth in the applicable form of award agreement under the Plan that has been approved by the Board. 


  
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