EX-10.17



 Exhibit 10.17 

ULTHERA, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 

Non-employee members of the board of directors (the “Board”) of Ulthera, Inc. (the
“Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”), which is being adopted pursuant to the
Board’s resolutions on April 25, 2014. 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 may be eligible 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 This Program shall remain in effect until it is revised or rescinded by further action of the Board.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. This Program shall
become effective on the date of the closing of the initial public offering of Company common stock (the “Effective Date”). 

1. Cash Compensation. 

(a) Annual Retainers. Each Non-Employee Director shall be eligible to receive an annual retainer of $40,000 for service
on the Board. 
 (b) Additional Annual Retainers. In addition, a Non-Employee Director shall receive the following
annual retainers: 
 (i) Chairman of the Board. A Non-Employee Director serving as Chairman of the Board shall
receive an additional annual retainer of $50,000 for such service. 
 (ii) Audit Committee. A Non-Employee Director
serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $18,000 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual
retainer of $9,000 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 of the Compensation Committee (other than the Chairperson) shall receive an additional annual retainer
of $5,000 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 $8,000 for such service. A Non-Employee Director serving as a member of the Nominating and Corporate Governance Committee (other than
the Chairperson) shall receive an additional annual retainer of $4,000 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 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 Equity Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity
Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms 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. 

(a) IPO Awards. A Non-Employee Director who (i) is serving on the Board as of the Effective Date and
(ii) will continue to serve as a Non-Employee Director immediately the Effective Date, shall be automatically granted, on the date of the Effective Date, an option to purchase 10,000 shares of the Company’s common stock. The awards
described in this Section 2(b) shall be referred to as “IPO Awards.” 
 (b) Initial
Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall be eligible to receive, on the date of such initial election or appointment, an option to purchase that number of shares of the
Company’s common stock such that the award has an aggregate Grant Date Fair Value (as defined below) equal to the product of (i) $100,000 and (ii) a fraction, the numerator of which is the number of days that will elapse from the date
of such initial election or appointment through the estimated date of the next annual meeting of the Company’s stockholders after such initial election or appointment and the denominator of which is three hundred sixty five (365), rounded down
to the nearest whole share (subject to adjustment as provided in the Equity Plan). 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. For the purposes of this Program, “Grant Date Fair Value” shall mean the fair value of an award as of the date of grant as determined in accordance with ASC Topic 718, “Share-Based Payment”, using
the Black-Scholes pricing model and the valuation assumptions used by the Company in accounting for options as of such date of grant. 

(c) Subsequent Awards. A Non-Employee Director who will continue to serve as a Non-Employee Director immediately
following such meeting, shall be automatically granted, on the date of such annual meeting, an option to purchase that number of shares of the Company’s common stock such that the award has an aggregate Grant Date Fair Value equal to $100,000,
rounded down to the nearest whole share (subject to adjustment as provided in the Equity Plan). 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 

  
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 (i) Purchase 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; provided that the exercise price per share of each IPO Award shall be equal to the
price per share to the public in the Company’s initial public offering, as set forth on the cover of the final prospectus of the initial public offering of Company common stock. 

(ii) Vesting. Each IPO Award shall vest and become exercisable in full on the earlier of (A) the first
anniversary of the date of grant or (B) immediately prior to the 2015 annual meeting of the Company’s stockholders, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Initial Award
and each Subsequent Award shall vest and become exercisable in full on the earlier of (A) the first anniversary of the date of grant or (B) immediately prior to the next annual meeting of the Company’s stockholders after the date of
grant, subject to the Non-Employee Director continuing in service on the Board through such vesting date. No 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 shall become vested and exercisable thereafter. All of a Non-Employee Director’s Initial Awards and Subsequent Awards, and any other stock options or other equity-based awards outstanding and held by the Non-Employee
Director, 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 term of each stock option granted to a Non-Employee Director shall be ten (10) years from the
date the option is granted. 
 3. Reimbursements. The Company shall reimburse each Non-Employee Director for all
reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies
and procedures as in effect from time to time. 
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