Attached files
file | filename |
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S-1/A - S-1/A - Corindus Vascular Robotics, Inc. | d901420ds1a.htm |
EX-1.1 - EX-1.1 - Corindus Vascular Robotics, Inc. | d901420dex11.htm |
EX-5.1 - EX-5.1 - Corindus Vascular Robotics, Inc. | d901420dex51.htm |
EX-10.1 - EX-10.1 - Corindus Vascular Robotics, Inc. | d901420dex101.htm |
EX-23.2 - EX-23.2 - Corindus Vascular Robotics, Inc. | d901420dex232.htm |
EX-10.16 - EX-10.16 - Corindus Vascular Robotics, Inc. | d901420dex1016.htm |
EXCEL - IDEA: XBRL DOCUMENT - Corindus Vascular Robotics, Inc. | Financial_Report.xls |
EX-10.2 - EX-10.2 - Corindus Vascular Robotics, Inc. | d901420dex102.htm |
Exhibit 10.17
Directors Compensation Policy
Overview
The Board of Directors of Corindus Vascular Robotics, Inc. (the Board) has approved the following Director Compensation Policy (Policy) to provide an inducement to attract and retain the services of qualified persons to serve as directors.
Eligibility
This Policy shall apply to each director of the Board of Directors of Corindus Vascular Robotics, Inc. (the Board) who is not an employee of, or compensated consultant to, Corindus or any of its affiliates (a non-employee director). Employees of Corindus and their affiliates are not eligible to receive compensation under this Policy.
Director Compensation
Each non-employee director shall be compensated as follows:
Outside Directors |
||||
Annual Board Cash Retainer |
$ | 20,000 | ||
Annual Equity Award (Stock Options) |
$ | 90,000 | ||
Additional Board Chair Retainer |
$ | 8,000 | ||
Additional Audit Committee Chair Retainer |
$ | 8,000 | ||
Additional Compensation Committee Chair Retainer |
$ | 6,000 | ||
Additional Nominating Committee Chair Retainer |
$ | 4,000 | ||
Additional Audit Committee Member Retainer |
$ | 4,000 | ||
Additional Compensation Committee Member Retainer |
$ | 3,000 | ||
Additional Nominating Committee Member Retainer |
$ | 2,000 |
Equity Grants
Each Outside Director shall be granted under Corindus 2014 Stock Award Plan or any successor plan (the Stock Award Plan) stock options for shares of Corindus common stock each year at the annual meeting of the Board following Corindus annual meeting of stockholders beginning in calendar year 2016. The exercise price shall equal the closing price of a share of Corindus common stock on the grant date. The number of shares subject to the stock options shall be determined based on the Black-Scholes value of an option as of the grant date. The stock options shall vest 50% on the first anniversary of the grant date and 100% on the second anniversary of the grant date, subject to the outside directors continued service on the Board. The grants shall vest in full immediately upon a Change in Control (as defined in the Stock Award Plan).
Payment Term for Cash Fees and Retainer
Cash payments to non-employee directors shall be paid quarterly in advance as of the first day of each fiscal quarter. Cash fees and retainers shall commence effective as of July 1, 2015, provided the Company has then completed an initial public offering. A non-employee director shall receive his or her cash compensation after first being elected or appointed to the Board on a pro-rated basis during the first fiscal quarter in which he or she was initially appointed or elected for the number of days during which he or she provides service.
Expense Reimbursement
Upon presentation of documentation of such expenses reasonably satisfactory to Corindus, 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 and its committees or in connection with other business related to the Board. Each non-employee director shall also be reimbursed for his or her reasonable out-of-pocket business expenses authorized by the Board or one of its committees that are incurred in connection with attendance at meetings with Corindus management. Each non-employee director shall abide by Corindus travel and other policies applicable to company personnel.
Policy Review / Amendments
The Compensation Committee or the Board shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy. This Policy may only be amended by the Board.
Approved by the Corindus Vascular Robotics Board of Directors on May 18, 2015
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