Exhibit 10.2 Amended and Restated Non-Employee Director Compensation Policy






OCERA THERAPEUTICS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
As Amended and Restated
The purpose of this Non-Employee Director Compensation Policy, as amended and restated (this “Policy”), of Ocera Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high caliber directors on the Company's Board of Directors (the “Board”) who are not employees or officers of the Company or its subsidiaries. This Policy will become effective as of the date this Policy is approved by the Board (the “Effective Date”). 
In furtherance of this purpose, following the Effective Date, all non-employee Directors shall be paid cash compensation for services provided to the Company as set forth below. 
	
		
	 
	Annual Amount

	Annual Retainer for each Board Member:
	$30,000

	Additional Retainer for the Chairman of the Board:
	$25,000

	Additional Retainer for Lead Independent Director
	$20,000

	Audit Committee Chair:
	$15,000

	Other Audit Committee Members:
	$7,500

	Compensation Committee Chair:
	$10,000

	Other Compensation Committee Members:
	$5,000

	Nominating and Corporate Governance Committee Chair:
	$8,000

	Other Nominating and Corporate Governance Committee Members:
	$4,000






Additionally, the non-employee Directors shall be eligible to participate in the Company's stock option plans on a case by case basis as follows:
(a) Welcome Grants.  Following the Effective Date, each person who is thereafter first appointed or first elected to the Board as a non-employee Director, is or will be eligible to receive a one-time option grant of an option to purchase 20,000 shares of the Company's common stock (the “Welcome Grant”). All non-employee Directors who are first appointed or first elected to the Board after the Effective Date shall receive his or her Welcome Grant promptly following the date that he or she is so appointed or elected to the Board, upon Board approval thereof. All Welcome Grants shall vest, as to 25% of the shares initially covered by such stock option, on the first anniversary date of the date of grant thereof with the balance of the shares subject thereto to vest in equal monthly installments over the next succeeding three year period, provided, in all cases, that the non-employee Director is, as of such vesting date, then a director of the Company.
(b)  Annual Grants.  Annual grants of 10,000 stock options (the “Annual Grants”) shall be made to non-employee Directors in addition to the Welcome Grants, which grants shall vest in equal monthly installments over one year, with the first tranche vesting on the one month anniversary of the date of the grant, provided, in all cases, that the non-employee Director is, as of each such vesting date, then a director of the Company.
(c) Exercise Period Upon Departure.  If a recipient of option grants under this Policy (the “Optionee”) ceases to be a Director for any reason, any portion of the Optionee’s Welcome Grant or Annual Grants outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period of twelve (12) months from the date the Optionee ceased to be a Director or until the expiration date of the applicable option grants, if earlier.  Any portion of the Welcome Grant or Annual Grants that is not exercisable on the date the Optionee ceases to be a Director shall terminate immediately and be of no further force or effect.
The foregoing compensation will be in addition to reimbursement of all out-of-pocket expenses incurred by non-employee Directors in attending meetings of the Board.

ACTIVE/77062446.3