Exhibit 10.2
NOVANTA INC.
Non-Employee Director Compensation Policy
As amended and restated effective as of February 25, 2023
Non-employee members of the board of directors (the “Board”) of Novanta Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy 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”), unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy was amended and restated on February 25, 2023 and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors.
In addition to the annual fees and retainers described in Section 1, each Non-Employee Director shall be granted equity awards as described in this Section 2. The awards described in this Section 2 shall be granted under and shall be subject to the terms and provisions of the Company’s 2010 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, 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. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan.
Each Annual Award and Initial Award granted in the form of restricted stock units shall be vested (and non-forfeitable) immediately upon the date of grant and shall be settled in common stock on the first anniversary of the date of grant (or if such date is not a business day, the next business day immediately following the first anniversary of the date of grant).
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