EX-10.12



 Exhibit 10.12 
 CONATUS PHARMACEUTICALS INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

 Non-employee members of the board of directors (the “Board”) of Conatus Pharmaceuticals Inc. (the
“Company”) shall be eligible to receive cash and equity compensation commencing on the date that the Company’s Registration Statement on Form S-1 (Reg. No. 333-189305) is declared effective (the “Public
Trading Date”) as set forth in this Non-Employee Director Compensation Program (this “Program”). 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 This Program shall remain in effect until it is revised or rescinded by further action of the Board.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 between the Company and any of its
Non-Employee Directors. No Non-Employee Director shall have any rights hereunder, except with respect to cash compensation and stock options granted pursuant to the Program. 
 1. Cash Compensation. 
 (a) Annual Retainers. Each Non-Employee
Director shall be eligible to receive an annual retainer of $35,000 for service on the Board. 
 (b) Additional Annual
Retainers. In addition, a Non-Employee Director shall receive the following additional annual retainers, as applicable: 

(i) Chairperson of the Board. A Non-Employee Director serving as Chairperson of the Board shall receive an additional annual
retainer of $45,000 for such service. 
 (ii) Audit Committee. A Non-Employee Director serving as Chairperson of the
Audit Committee shall receive an additional annual retainer of $15,000 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 $7,500 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 $6,000 for such service.

 (iv) 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 $7,000 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 $3,500 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 2013 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, setting forth the
vesting schedule applicable to such awards and such other terms as may be required by the Equity Plan. 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) Awards on Public Trading Date. On the Public Trading Date, each
Non-Employee Director shall be eligible to receive an option to purchase 30,000 shares of the Company’s common stock (subject to adjustment as provided in the Equity Plan), and the Chairperson of the Board shall be eligible to receive an option
to purchase an additional 20,000 shares of the Company’s common stock (subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as “Public Trading Date
Awards.” 
 (b) Initial Awards. Each Non-Employee Director who is initially elected or appointed to the
Board after the Public Trading Date shall be eligible to receive an option to purchase 30,000 shares of the Company’s common stock (subject to adjustment as provided in the Equity Plan) on the date of such initial election or appointment. The
awards described in this Section 2(b) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one (1) Initial Award. 

(c) Subsequent Awards. A Non-Employee Director who (i) has been serving on the Board for at least six months as of the date
of any annual meeting of the Company’s stockholders after the Public Trading Date and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted an option to purchase 15,000
shares of the Company’s common stock (subject to adjustment as provided in the Equity Plan) on the date of such annual meeting, and the Chairperson of the Board shall be eligible to receive an option to purchase an additional 20,000 shares of
the Company’s common stock (subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(c) 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. 
 (d) Termination of Employment 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 employment 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(b) above, but to
the extent that they are otherwise eligible, will be eligible to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Subsequent Awards as described in Section 2(c) above. 

(e) Terms of Awards Granted to Non-Employee Directors 







 (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. 
 (ii) Vesting. Each Public Trading Date Award and each Initial Award shall vest and become exercisable in substantially equal installments on each of the first three (3) anniversaries of the
date of grant, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Subsequent Award shall vest and/or become exercisable on the first anniversary of the date of grant, subject to the
Non-Employee Director continuing in service on the Board through such vesting date. No portion of a Public Trading Date Award, an Initial Award or Subsequent Award which is unvested and/or exercisable at the time of a Non-Employee Director’s
termination of service on the Board shall become vested and/or exercisable thereafter. All of a Non-Employee Director’s Initial Awards and Subsequent Awards shall vest in full upon the occurrence of a Change in Control (as defined in the Equity
Plan). 
 (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. Upon a Non-Employee Director’s cessation of service on the Board for any reason, his or her options to purchase shares of the Company’s common stock granted under this Program shall remain exercisable for
twelve (12) months following the cessation of his or her service on the Board (or such longer period as the Board may determine in its discretion on or after the date of grant of such stock options). 

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