pirs12312021ex1039






EXHIBIT 10.39  PIERIS PHARMACEUTICALS, INC.    AMENDED AND RESTATED  NON-EMPLOYEE DIRECTOR COMPENSATION POLICY     The Board of Directors of Pieris Pharmaceuticals, Inc. (the “Company”) has approved the  following Amended and Restated Non-Employee Director Compensation Policy (this “Policy”)  which establishes compensation to be paid to non-employee directors of the Company, effective  as of December 7, 2021 (“Effective Time”), to provide an inducement to obtain and retain the  services of qualified persons to serve as members of the Company’s Board of Directors.    Applicable Persons     This Policy shall apply to each director of the Company who is not an employee of the  Company or any Affiliate (each, a “Non-Employee Director”).  “Affiliate” shall mean an entity  which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to  Section 424 of the Internal Revenue Code of 1986, as amended.    Stock Option Grants      All stock option amounts set forth herein shall be subject to automatic adjustment in the  event of any stock split or other recapitalization affecting the Company’s common stock, par  value $0.001 per share (the “Common Stock”).       Annual Stock Option Grants       Each calendar year, (i) each Non-Employee Director shall be automatically granted a  non-qualified stock option to purchase 40,000 shares of Common Stock under the Stock Plan on  the date of the annual meeting of the Board of Directors coincident with or immediately  following the Company’s annual meeting of stockholders (the “Annual Stockholders Meeting”),  and (ii) the Chairperson shall be automatically granted an additional non-qualified stock option  to purchase 5,000 shares of Common Stock under the Stock Plan (together, the “Annual Director  Awards”). To the extent that the Non-Employee Director or Chairperson, as applicable, has  served in that position for less than one year, then the Annual Director Award shall be pro-rated  with respect to such Non-Employee Director or Chairperson.      Initial Stock Option Grant for Newly Appointed or Elected Directors and Chairperson     Each new Non-Employee Director shall be automatically granted a non-qualified stock  option to purchase 80,000 shares of Common Stock under the Stock Plan at the first regularly  scheduled meeting of the Board of Directors on or after his or her initial appointment or election  to the Board of Directors (the “Initial Director Award”).        Terms for All Option Grants  





 






 2     Unless otherwise specified in this Policy or by the Board of Directors or the  Compensation Committee at the time of grant, all options granted under this Policy shall: (i)  vest, in the case of (A) the Annual Director Awards, at the end of the “Directors’ Compensation  Year”, which shall be defined as the approximately one-year period beginning on the date of  each regular Annual Stockholders Meeting and ending on the date of the next regular Annual  Stockholders Meeting, subject to the Non-Employee Director’s continued service on the Board  of Directors through the applicable Directors’ Compensation Year and (B) the Initial Director  Award, as to thirty-three percent (33%) of the shares underlying the Initial Director Award on  the first anniversary of the date of the Non-Employee Director’s initial appointment or election  as Director on the Board of Directors (the “Initial Vesting Date”), with the remaining sixty-seven  percent (67%) of the shares underlying the Initial Director Award vesting in eight (8) equal  quarterly installments at the end of each full calendar quarter following the Initial Vesting Date,  subject to the Non-Employee Director’s continued service on the Board of Directors on the  vesting date; (ii) have an exercise price equal to the fair market value of the Common Stock on  the grant date, as determined in the Stock Plan; (iii) terminate ten years after the grant date; and  (iv) contain such other terms and conditions as set forth in the form of option agreement  approved by the Board of Directors or the Compensation Committee prior to the grant date.    Annual Fees    Each Non-Employee serving on the Board of Directors and the Audit Committee,  Compensation Committee, Nominating and Corporate Governance Committee, and/or Science  and Technology Committee, as applicable, shall be entitled to the following annual amounts (the  “Annual Fees”):       Board of Directors or  Committee of Board of  Directors  Annual Retainer Amount  for Member  Annual Retainer Amount  for Chair  Board of Directors $35,000 $30,000*   Audit Committee $7,500 $15,000**  Science and Technology  Committee  $5,000 $10,000**  Compensation Committee $5,000 $10,000**  Nominating and Corporate  Governance Committee  $4,000 $8,000**    * The annual retainer amount for the Chair of the Board of Directors is in addition to the annual  retainer amount for a Member of the Board of Directors.  ** Annual retainer amounts for the Chair of Committees of the Board of Directors are in lieu of  the annual retainer amount for a Member of the applicable Committee of the Board of Directors.     Except as otherwise set forth in this Policy, all Annual Fees shall be paid for the period  from January 1 through December 31 of each year. Such Annual Fees shall be paid in cash or a  grant of an option to purchase Common Stock under the Stock Plan, at the election of each Non- Employee Director, as follows:  





 






 3    • cash in the amount of each Non-Employee Director’s Annual Fees; or    • an option to purchase such number of shares of Common Stock as is equal to the  full dollar amount of each Non-Employee Director’s Annual Fees (as calculated  below under “Calculation of Shares and Grant Terms”).      Election     Each Non-Employee Director shall make an annual election on the form provided by the  Company, indicating the combination of cash and/or Common Stock elected in the year prior to  the payment, indicating his or her election for the following calendar year.  If no election has  been made prior to the first date of the calendar year, then the Non-Employee Director shall  receive all Annual Fees in cash. Each newly elected or appointed Non-Employee Director shall  make an election prior to the beginning of the next calendar quarter after his or her initial  appointment or election.       Payments     Payments payable to Non-Employee Directors shall be paid quarterly in arrears promptly  following the end of each calendar quarter, provided that (i) the amount of such payment shall be  prorated for any portion of such quarter that such director was not serving on the Board or a  committee or, in the case of the Annual Fees paid for service as a chairperson, as a chairperson,  and (ii) no fee shall be payable in respect of any period prior to the date such director was elected  to the Board or a committee or, in the case of the Annual Fees paid for service as a chairperson,  as a chairperson.     Calculation of Shares and Grant Terms     If an option to purchase Common Stock is to be received as payment, the number of  shares underlying such option shall equal the Black Scholes value of the options computed in  accordance with FASB Topic 718 on the 25th day of the month following the end of each  calendar quarter (the “Calculation Date”) (rounded down to the nearest whole number so that no  fractional shares shall be issued).  The option shall be automatically and without any further  action required by the Board of Directors issued as of the Calculation Date and shall be fully  vested as of the date of grant.    Expenses     Upon presentation of documentation of such expenses reasonably satisfactory to the  Company, each Non-Employee Director shall be reimbursed for his or her reasonable out-of- pocket business expenses incurred in connection with attending meetings of the Board of  Directors and committees thereof or in connection with other business related to the Board of  Directors.     Amendments  





 






 4     The Compensation Committee shall periodically review this Policy to assess whether any  amendments in the type and amount of compensation provided herein should be made and shall  make recommendations to the Board of Directors for its approval of any amendments to this  Policy.