Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
On November 17, 2022, we appointed Quyen Dao-Haddock to our Board of Directors
(the "Board"), to serve as a Class III director with a term of office expiring
at our 2025 Annual Meeting of Stockholders. Ms. Dao-Haddock was also appointed
to serve as a member of the Audit Committee of the Board.
Pursuant to our non-employee director compensation policy (the "Compensation
Policy"), (i) Ms. Dao-Haddock will receive an annual cash retainer of (a)
$40,000 for service on the Board and (b) $15,000 for service on the Audit
Committee, and (ii) Ms. Dao-Haddock was granted on the date of her appointment
an option to purchase 10,000 shares of our common stock, which vests annually
over a three-year period. The Compensation Policy also provides for automatic
annual option grants to purchase 10,000 shares of our common stock, which vests
one year following the date of grant. Each of the equity grants described above
will vest in full in the event of a change in control (as defined in our equity
incentive plan). The foregoing description of the Compensation Policy is
qualified in its entirety by the full text of the Compensation Policy, a copy of
which is filed as Exhibit 10.16 to our Annual Report on Form 10-K for the
year ended December 31, 2021, filed with the Securities and Exchange Commission
on April 5, 2022.
Ms. Dao-Haddock has also entered into our standard form of Indemnity Agreement
with our directors and officers, a copy of which is filed as Exhibit 10.4 to
our Annual Report on Form 10-K for the year ended December 31, 2021, filed with
the Securities and Exchange Commission on April 5, 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
BIOCEPT, INC. 
