EX-10.6



 Exhibit 10.6 

VALERITAS, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 

Non-employee members of the board of directors (the “Board”) of Valeritas, Inc. (the
“Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this
Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee
Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect
until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or
equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors. No Non-Employee Director shall have any rights hereunder, except with respect to stock options granted pursuant to the
Program. This Program shall become effective on the date of the effectiveness of the Company’s Registration Statement on Form S-1 (Reg. No. 333-202057) relating to the initial public offering of common stock (the “Effective
Date”). 
 1. Cash Compensation. 

(a) Annual Retainers. Each Non-Employee Director shall be eligible to receive an annual retainer of $30,000 for service on the Board.

 (b) Additional Annual Retainers. In addition, each Non-Employee Director shall be eligible to receive the following annual
retainers: 
 (i) Chairman of the Board or Lead Independent Director. A Non-Employee Director serving as Chairman of the Board or
Lead Independent Director shall receive an additional annual retainer of $20,000 for such service. 
 (ii) Audit Committee. A
Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Audit Committee shall receive
an additional annual retainer of $7,500 for such service. 
 (iii) Compensation Committee. A Non-Employee Director serving as
Chairperson of the Compensation Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Compensation Committee shall receive an additional
annual retainer of $2,500 for such service. 
 (vi) Nominating and Corporate Governance Committee. A Non-Employee Director serving
as Chairperson of the Nominating and Corporate Governance 







 
Committee shall receive an additional annual retainer of $2,500 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Nominating and Corporate Governance
Committee shall receive an additional annual retainer of $1,000 for such service. 
 (c) Payment of Retainers. The annual retainers
described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a
Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such
calendar quarter actually served as a Non-Employee Director, or in such position, as applicable. 
 2. Equity Compensation. 

Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be
subject to the terms and provisions of the Company’s 2014 Incentive Compensation Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be granted subject
to award agreements, including attached exhibits, in substantially the form previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock options hereby are
subject in all respects to the terms of the Equity Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in Sections 2(a) and 2(b) shall be subject to adjustment as provided in the Equity Plan, including with respect
to any reverse stock split of the Company’s common stock effected prior to the Effective Time. 
 (a) Initial Awards. Each
Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall be eligible to receive an option to purchase 16,000 shares of the Company’s common stock on the date of such initial election or
appointment. The awards described in this Section 2(a) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award. 

(b) Subsequent Awards. A Non-Employee Director who (i) has been serving as a Non-Employee Director on the Board for at least six
months as of the date of any annual meeting of the Company’s stockholders after the Effective Date and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted an option to
purchase 8,000 shares of the Company’s common stock on the date of such annual meeting. The awards described in this Section 2(b) shall be referred to as “Subsequent Awards.” For the avoidance of doubt, a
Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Subsequent Award on the date of
such meeting as well. 
 (c) Termination of Service of Employee Directors. Members of the Board who are employees of the Company or
any parent or subsidiary of the Company who subsequently terminate their service with the Company and any parent or subsidiary of the 







 
Company and remain on the Board will not receive an Initial Award pursuant to Section 2(a) above, but to the extent that they are otherwise eligible, will be eligible to receive, after
termination from service with the Company and any parent or subsidiary of the Company, Subsequent Awards as described in Section 2(b) above. 

(d) Terms of Awards Granted to Non-Employee Directors 

(i) Exercise Price. The per share exercise price of each option granted to a Non-Employee Director shall equal the Fair Market Value
(as defined in the Equity Plan) of a share of common stock on the date the option is granted. 
 (ii) Vesting. Each Initial Award
shall vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director on the Board through each such
vesting date. Each Subsequent Award shall vest and become exercisable in 12 substantially equal monthly installments following the date of grant, such that the Subsequent Award shall be fully vested on the first anniversary of the date of grant,
subject to the Non-Employee Director continuing in service on the Board as a Non-Employee Director through each such vesting date. Unless the Board otherwise determines, any portion of an Initial Award or Subsequent Award which is unvested or
unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of a
Non-Employee Director’s Initial Awards and Subsequent Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time. 

(iii) Term. The maximum term of each stock option granted to a Non-Employee Director hereunder shall be ten (10) years from the
date the option is granted. 
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