RE: BeyondSpring Inc. Director Agreement

[name]

 

[date]

 

RE:  BeyondSpring Inc. Director Agreement

 

Dear [name],

 

I am writing to you on behalf of the board of directors of BeyondSpring Inc. (the “Company”) to confirm arrangements with regard to the terms of your appointment to office as a director of the Company from the date of this director agreement (this “Letter”).

 

 

For the purposes of this Letter, the following words or expressions shall have the following meanings respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

You shall work such hours per week over the term of Your Appointment as are necessary for the proper performance of your duties as a non-executive director of the Company.  You will be required to attend Board meetings, the annual shareholders meeting, Board dinners, meetings with non-executive directors and training meetings.  Some of these meetings may involve travel.  You confirm that you are able to allocate sufficient time to the Company to discharge your responsibilities effectively and should obtain the agreement of the Chairman of the Board prior to accepting any additional commitments that might adversely affect your ability to perform your role as a director of the company.

 

 

You will be entitled to certain cash fees in connection with your services as set forth below:

 

	i.		Annual retainer fee for service as Board member (the “Annual Fee”)		$40,000
	ii.		Annual retainer fee for serving on a committee of the Board, if so appointed (each, a “Committee Fee”)		Audit Committee: $8,000 ($16,000 if chair) Compensation Committee: $6,000 ($12,000 if chair) Nominating and Corporate Governance Committee: $4,000 ($8,000 if chair)

The Annual Fee and the Committee Fees (if any) (collectively, the “Fees”) are paid on a fiscal year basis in arrears, and shall be prorated for any partial year of Board service. The fees and the terms prescribing the frequency of payment are subject to change at the sole discretion of the Compensation Committee of the Board.  Upon termination of Your Appointment, you will (if applicable) be paid your annual retainer fee on a pro-rata basis, to the extent unpaid up to the Termination Date.

 

You will also receive an annual grant of options to purchase a number of ordinary shares of the Company (each such annual grant, an “Option”), at an exercise price per share equal to the Fair Market Value (as defined in the Company’s 2017 Omnibus Incentive Plan or successor plan (the “Incentive Plan”)) as of the grant date. The Option in respect of your first year of service (the "Initial Option") shall be to purchase 20,000 ordinary shares, and the Options in respect of each subsequent year of service shall be to purchase 10,000 ordinary shares (in all cases, prorated for any partial year of service). Each Option will be granted on a fiscal year basis in the beginning of the applicable fiscal year (or on or around the date of commencement of service in the case of your first year of service).  Each annual Option subsequent to the Initial Option will be issued under the Incentive Plan and will vest in full on the first anniversary of the grant date, subject to your continued service as a director of the Company through the vesting date.  The Initial Option will be issued under the Incentive Plan and will vest in three equal installments, with the first installment vesting upon the first anniversary of the grant date, the second installment vesting on the second anniversary of the grant date and the final remaining installment vesting on the third anniversary of the grant date, subject in each case to your continued service as a director of the Company through the applicable vesting date.

 

You acknowledge that the Company may determine to change any equity compensation program and this Letter shall in no way be deemed to be a guarantee of future equity compensation programs.  Any grant of Options made to you will be subject to the terms and conditions of the Incentive Plan and the applicable option award agreement memorializing such grant.

 

 

Your Appointment will commence on the date hereof, and shall continue unless or until your successor is elected and qualified or until your earlier resignation or removal in accordance with the Company’s articles of association.  By your countersignature hereto you agree that you will give not less than sixty (60) days’ notice (or such lesser period if agreed by the Board) in writing to the Company in the event you wish to resign prior to the expiration of your term or in the event you do not wish to stand for re-election at the Company’s annual general meeting.

 

By your counter-signature hereto, you acknowledge that your continuation in office is subject to the laws of the Cayman Islands and the Memorandum and Articles of Association of the Company, each as the same may be amended or restated from time to time.  Any term renewal is subject to the review of the Board and re-election at the Company’s annual general meeting.  Notwithstanding any expectations, there is no right to re-nomination by the Board.

 

On termination of Your Appointment for whatever reason you will promptly return to the Company all documents, records, keys, correspondence or other items in your possession or under your control which relate in any way to the business or affairs of, or are the property of, the Company or any Group, including electronic records and all copies thereof, regardless of the medium upon or in which such copies are stored or held.  In addition, you will cease to use the Company’s facilities and cease to hold yourself out as being a director of the Company.

 

 

The Company shall reimburse you in respect of all reasonable travelling, hotel and other out of pocket expenses properly and necessarily incurred by you in or about the performance of your duties under this Agreement, in accordance with Company policies in effect from time to time and subject to the production (if requested) of any receipts, vouchers and other supporting documentation that the Company shall reasonably require.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Occasions may arise when you consider that you will need professional advice in connection with the performance of your duties as a director of the Company and you will be able to consult the Company’s advisors for this purpose.  Exceptional circumstances may occur when it may be appropriate for you to seek such advice from independent advisors, at the Company’s expense.  In such an event, you should, where reasonably practical and not (in your reasonable judgment) prejudicial to the interests of the Company, consult with the Board or, if you consider appropriate, the non-executive directors, prior to such advice being sought or expense being incurred.

 

 

This Letter shall be governed by and shall be interpreted in accordance with the laws of the State of New York, without giving effect to its choice of law legislation.  The parties irrevocably submit to the non-exclusive jurisdiction of the U.S. Federal and New York State courts in the Borough of Manhattan, the City of New York in relation to all matters arising out of or in connection with this Letter and Your Appointment.

 

[Signature Page Follows]

 

On a more personal note, I want to tell you how pleased I am that you are joining the BeyondSpring Board.  I know that I speak for the other directors in saying that we look forward to your leadership and contributions as a director.  I would greatly appreciate if you would confirm your acceptance of the terms of your appointment by signing and returning this Letter.

 

With kind regards,

 

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Duly authorized for and on behalf of the Board

I hereby acknowledge the above terms and agree and undertake in the above terms.

	Date

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