EX-10.20



 Exhibit 10.20 
 IROKO PHARMACEUTICALS INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

 This sets forth the Non-employee Director Compensation Policy (the “Policy”) of Iroko Pharmaceuticals
Inc. (the “Company”), as adopted by the Compensation Committee of the Board of Directors of the Company (the “Board”), which shall remain in effect until amended, replaced or rescinded by further action of the
Compensation Committee or the Board. The cash compensation and equity awards described in this Policy shall be paid or be made, as applicable, to each member of the Board who is not an employee of the Company or any subsidiary (each, a
“Non-Employee Director”) who may be eligible to receive such cash compensation or equity awards. Members of the Board shall not be entitled to receive any other compensation for service on the Board. This Policy shall be effective
upon the consummation of the Company’s initial public offering (“IPO”). 
  

	1.	Annual Retainer and Committee Fees. 

 Payment Amount. Each Non-Employee Director serving as a member of the Board at the beginning of the Company’s fiscal year shall be eligible to receive an annual retainer of $50,000 for service
on the Board, payable in quarterly installments of $12,500 each. In addition, each Non-Employee Director serving as a chair of the Audit Committee, Compensation Committee or Nominating and Governance Committee shall be eligible to receive an
additional annual retainer of $20,000, $12,500, and $8,000, respectively, payable in quarterly installments of $5,000, $3,125, and $2,000, respectively, for service as chair of the applicable Board committee. Each Non-Employee Director serving as a
non-chair member of the Audit Committee, Compensation Committee or Nominating and Governance Committee shall be eligible to receive an additional annual retainer of $10,000, $7,500, and $5,000, respectively, payable in quarterly installments of
$2,500, $1,875 and $1,250, respectively, for service as a non-chair member of the applicable Board committee. 
 Payment
Schedule and Vesting. Quarterly installments for the annual retainer for service on the Board and service as a chair or member of a Board committee shall be paid by the Company as soon as practicable after the end of each of the Company’s
fiscal quarters for which the Non-Employee Director shall have served. If any Non-Employee Director holds office as a director of the Board or chair or member of a Board Committee for less than a full fiscal quarter, the Non-Employee Director shall
only be entitled to a pro-rated amount of the quarterly installment for the applicable annual retainer based on the period during the fiscal quarter that such Non-Employee Director actually served in the applicable capacity. 

 

	2.	Meeting Fees. 

 No fees
shall be paid to any individual serving as a Non-Employee Director for the attendance of such individual at any Board or committee meeting unless and until the number of meetings of the Board or the number of meetings of a committee attended
by such individual, whether in person or telephonically, exceeds 5 during any calendar year. 







 A Non-Employee Director shall be eligible to receive the following fees for each meeting of
the Board attended by such individual during a calendar year, whether in person or telephonically, in excess of 5: (i) $1,000 for each meeting of the Board attended in person, and (ii) $750 for each meeting of the Board attended via
teleconference. A Non-Employee Director shall be eligible to receive the following fees for each meeting of a committee attended by such individual during a calendar year, whether in person or telephonically, in excess of 5: (i) $700 for each
meeting of such committee attended in person, and (ii) $400 for each meeting of such committee attended via teleconference. Such meeting fees shall be paid as soon as practicable following each meeting but in no event later than 30 days
following the meeting. 
  

	3.	Equity Compensation. 


Grants upon IPO. Upon consummation of the Company’s IPO, each Non-Employee Director shall be granted an equity award in the
form of an option or restricted stock units (RSUs) with an aggregate value of $50,000 (with any fractional share rounded down to the nearest whole share) (the “IPO Grant”). The shares subject to a Non-Employee Director’s IPO
Grant shall vest in 36 equal monthly installments over the 36-month period measured from the grant date for so long as such Non-Employee Director remains in service with the Company through each such vesting date. 

Annual Director Grants. Each individual who is to continue to serve as a Non-Employee Director following the Company’s Annual
Stockholders Meeting (starting with the 2014 Annual Stockholders Meeting), whether or not such individual is standing for re-election at such meeting, shall be granted an equity award in the form of an option or restricted stock units (RSUs) with an
aggregate value of $12,500 (with any fractional share rounded down to the nearest whole share) (the “Annual Grant”). The shares subject to a Non-Employee Director’s Annual Grant shall vest in 12 equal monthly installments over
the 12-month period measured from the grant date for so long as such Non-Employee Director remains in service with the Company through each such vesting date, provided, however, that if the Company’s next regular Annual Stockholders
Meeting occurs prior to the end of the 12-month vesting period for an Annual Grant made to a Non-Employee Director, any unvested RSUs or option shares subject to such Annual Grant shall become vested immediately prior to such meeting if such
Non-Employee Director serves until such meeting. For the avoidance of doubt, each Non-Employee Director who is elected for the first time at an Annual Stockholders Meeting shall not receive an Annual Grant at the time of such meeting but shall
instead receive an Initial Grant (as described below). 
 New Director Grants. Upon initial election or appointment to
the Board following the IPO, a new Non-Employee Director shall be granted on the date of his or her election or appointment (or the next trading day, if such election or appointment does not occur on a trading day) an equity award in the form of an
option or restricted stock units (RSUs) with an aggregate value of $50,000 (with any fractional share rounded down to the nearest whole share) (the “Initial Grant”). The shares subject to a Non-Employee Director’s Initial Grant
shall vest in 36 equal monthly installments over the 36-month period measured from the grant date for so long as such Non-Employee Director remains in service with the Company through each such vesting date. 

  
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 Form of Equity Awards. The Compensation Committee shall determine, in its sole
discretion, the form of awards granted to Non-Employee Directors from time to time in accordance with this Policy. 
 Value
of Equity Awards. The value of an equity award granted in accordance with this Policy shall be determined by reference to (a) with respect to shares subject to an option, the fair value of an option share as estimated on the date of grant
under a valuation model approved by the Financial Accounting Standards Board (“FASB”) for purposes of the Company’s financial statements under FAS 123 (or any successor provision); and (b) with respect to shares subject to
a RSU, the fair market value per share of the Company’s Common Stock on the date of grant. 
  

	4.	Expense Reimbursement. All Non-Employee Directors shall be entitled to reimbursement from the Company for their reasonable expenses of travel (including airfare
and ground transportation) to and from meetings of the Board, and reasonable lodging and meal expenses incident thereto. 


  
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