pirs_exhibit-102






                                                                                                         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 April 30, 2019 (“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”).            Interim Stock Option Grant            On January 25, 2020, (i) each Non-Employee Director shall be automatically granted a   non-qualified stock option to purchase 10,000 shares of Common Stock under the Company’s   then-current Stock Incentive Plan, as of the Effective Time the 2018 Stock Incentive Plan (the   “Stock Plan”), and (ii) the Chairperson of the Board of Directors (the “Chairperson”) shall be   automatically granted an additional non-qualified stock option to purchase 2,500 shares of   Common Stock under the Stock Plan (together, the “Interim Director Awards”).            Annual Stock Option Grants              Beginning in calendar 2020, each calendar year, (i) each Non-Employee Director shall be  automatically granted a non-qualified stock option to purchase 20,000 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”).         86732802v.3  





 






       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 30,000 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”). The Chairperson shall be automatically  granted an additional non-qualified stock option to purchase 40,000 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 as Chairperson (the “Initial Chairperson Award”).               Terms for All Option Grants            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 Interim Director Awards and the Initial   Director Award, one (1) year after the date of grant of such option, subject to the Non-Employee   Director’s continued service on the Board of Directors on the vesting date, and (C) the Initial   Chairperson Award, as to twenty-five percent (25%) of the shares underlying the Initial   Chairperson Award on the first anniversary of the date of the Chairperson’s appointment or   election as Chairperson (the “Initial Vesting Date”), with the remaining seventy-five percent   (75%) of the shares underlying the Initial Chairperson Award vesting in twelve (12) equal  quarterly installments at the end of each full calendar quarter following the Initial Vesting Date,   subject to the Chairperson’s continued service as Chairperson 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 Annual Retainer Amount Annual Retainer Amount   Committee of Board of for Member                     for Chair   Directors   Board of Directors         $35,000                   $30,000*    Audit Committee            $7,500                    $15,000**   Science and Technology $5,000                        $10,000**   Committee                                           2  





 






 Compensation Committee     $5,000                    $10,000**   Nominating and Corporate $3,750                      $7,500**   Governance Committee      * 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:               •  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                                          3  





 






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          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.                                          4