Exhibit 10.38



 Exhibit 10.38 
 CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[****]”) to denote where omissions
have been made. The confidential material has been filed separately with the Securities and Exchange Commission. 
 LUNA
INNOVATIONS INCORPORATED 
 SENIOR MANAGEMENT INCENTIVE
COMPENSATION PLAN 
 FISCAL YEAR 2009 
 Objective: 
 Every member of the Senior Management team shares
in Luna’s vision to bring together the best ideas and people, to be a leading technology development and commercialization company, solving important problems that benefit the world. Through collaboration and hard work, the Senior Management
Team ensures Luna Innovations continues its forward progress to the next level. Every member plays a significant part in Luna’s on-going technological advances and financial success. In recognition of the impact the Senior Management team has
on the achievement of the fiscal year business plan, the Board of Directors has approved the Senior Management Incentive Compensation Plan for 2009. 
 Eligible Participants: 
 Chairman & CEO, Chief Financial Officer, VP Human Resources, President Technology Development
Division, Chief Commercialization Officer, Chief Technology Officer, VP & General Counsel, President Products Division, and President nanoWorks Division, and others as may be added from time to time with prior approval of the CEO or
Compensation Committee, as appropriate. The initial participants and their respective target percentage award are listed on Attachment A. 
 Metrics
and Awards: 
 The 2009 plan is structured as a percentage of each participant’s annual salary on 12/31/2009 and is triggered only if the company
has positive Adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, and stock compensation) in both the third and fourth quarters of 2009. After the trigger is achieved, a bonus award is determined for each target
if at least 85% of the target (budgeted net loss, Adjusted EBITDA and budgeted cash usage) is achieved. The award is calculated based on the participant’s overall target with component weights as follows: 30% on the achievement of the 2009 net
loss target, 30% on the achievement of Adjusted EBITDA target for Q3 and Q4, 30% on Q4 cash usage, and 10% on the achievement of the participant’s 2009 performance goals. The 2009 financial performance targets can be found on Attachment B. For
purposes of evaluating performance against each metric receipts or payments of litigation settlements or awards shall be excluded. 







 Payment: 
 Bonuses awards under this plan will be paid annually following the completion of the independent audit of the company’s financial statements. Payment of amounts earned may be made in cash or in common stock of the Company, as follows.

 If the company’s cash balance at the end of 2009 exceeds $[****], adjusted as of December 31, 2009 for the pro-forma recognition of
amounts payable under this plan, then the bonuses earned are payable in cash. Plan participants may elect to receive all or a portion of their award in common stock in lieu of a cash. If so elected, the number of restricted shares to be received in
lieu of cash will be the product of (a) a factor determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) not to exceed 120% multiplied by (b) the quotient of (i) the
amount of cash bonus foregone by the participant divided by (ii) the closing price of the Company’s common stock as reported by the NASDAQ Global Market (or other principal exchange for the Company’s common stock) on the first trading
day of the trading window (as defined in the Company’s Insider Trading Compliance Policy) open as of or opening following the date on which the Compensation Committee approves the final calculation and determination of bonus payments to be
disbursed to each participant under this plan. 
 If the company’s cash balance at the end of 2009 is less than $[****], adjusted as of
December 31, 2009 for the pro-forma recognition of amounts payable under this plan,, then the Company may elect to pay some or all of the award in Luna Innovations common stock, subject to final approval of the Compensation Committee. If some
of the amount is to be paid in stock, the number of restricted shares to be received in lieu of cash will be the quotient of (a) the amount of cash bonus foregone by the participant divided by (b) the closing price of the Company’s
common stock as reported by the NASDAQ Global Market (or other principal exchange for the Company’s common stock) on the first trading day of the trading window (as defined in the Company’s Insider Trading Compliance Policy) open as of or
opening following the date on which the Compensation Committee approves the final calculation and determination of bonus payments to be disbursed to each participant under this plan. In the event that the Company elects to pay some or all of the
award in restricted common stock, the Company will pay an additional cash payment of 30% of the value of the award provided that any employee receiving the additional cash payment enters into a lock-up agreement with respect to these shares for a
period of 24 months from the date of the common stock award. The after-tax amounts of any litigation settlements or awards shall be excluded in determining performance compared to the targets referred to on page one but will be considered in
determining the cash balance as of the end of 2009. 
 The Company and its Board of Directors shall use commercially reasonable efforts to provide that any
payment to be made pursuant to this 2009 plan shall be disbursed within two-and-one-half months following December 31, 2009 but in any event shall be disbursed by June 30, 2010. 
 Approvals: 

	
	
	  
	Chief Executive Officer
	
	  
	Chairman, Compensation Committee

  







 ATTACHMENT (A) 
 Luna Innovations 
 Initial Participants in 2009 Senior Mgmt Incentive Comp 
  

							
	 	  	Current
Salary	  	Target as %
of Salary	 
	 CEO and Direct Reports
	  	 	  	 	 
	 Kent Murphy
	  	$	[****]	  	[****]	%
			
	 Dale Messick
	  	$	[****]	  	[****]	%
			
	 Scott Graeff
	  	$	[****]	  	[****]	%
			
	 Mark Froggatt
	  	$	[****]	  	[****]	%
			
	 Brian Soller
	  	$	[****]	  	[****]	%
			
	 Bob Lenk
	  	$	[****]	  	[****]	%
			
	 President- TDD
	  	 	TBD	  	TBD	 
			
	 VP- HR
	  	 	TBD	  	TBD	 
			
	 Other Participants
	  	 	  	 	 
	 Fourd Kemper
	  	$	[****]	  	[****]	%
			
	 Controller
	  	 	TBD	  	TBD	 








 ATTACHMENT (B) 
 2009 Incentive Plan Award Formula 
  

			
	 Company Budgeted Net
 Loss Versus
Actual Net Loss
 (Percent of Budgeted)
	  	Proposed Award Payout
(Percent of Target Award)
	 Above 150%
	  	150%
	             150%
	  	150%
	             140%
	  	140%
	             130%
	  	130%
	             120%
	  	120%
	             110%
	  	110%
	             100% Target-($[****])
	  	100%
	             90%
	  	90%
	             85%
	  	85%


			
		
	 Adjusted EBITDA Q3 &Q4
 (Combined)
	  	Proposed Award Payout
(Percent of Target Award)
	 Above $[****]
	  	150%
	             $[****]
	  	140%
	             $[****]
	  	130%
	             $[****]
	  	120%
	             $[****]
	  	110%
	             $[****]
	  	100%
	             $[****]
	  	90%
	             $[****]
	  	85%


			
		
	 Q4 Cash Flow
	  	Proposed Award Payout
(Percent of Target Award)
	 Above $[****]
	  	150%
	             $[****]
	  	140%
	             $[****]
	  	130%
	             $[****]
	  	120%
	             $[****]
	  	110%
	             $[****]
	  	100%
	             $[****]
	  	90%
	             $[****]
	  	85%