Exhibit 10.47
NUBURU, Inc. (the “Company”)
2023-2024 Board Compensation Program
(Other than for the Chief Executive Officer)
Effective as of August 31, 2023
All grants of awards to directors under this 2023-2024 Board Compensation Program (the “Policy”) will be automatic and nondiscretionary. Terms not defined herein shall have the meaning shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (the “Plan”).
Annual Cash Retainer for Directors (other than the CEO)
2023 and 2024: Each director shall continue to receive a $50,000 annual cash retainer, payable quarterly in arrears, within 30 days from the end of each quarter (the “Cash Retainer”), prorated for any portion of a quarter that the director is not serving on the Company’s Board of Directors.
2024: Starting in 2024, directors may elect to receive the Cash Retainer in the form of non-qualified stock options to be granted under the Plan by completing an irrevocable written election form delivered to the Company at any time (other than during a blackout period) prior to December 15, 2023 at which such director is not in possession of any material nonpublic information, as follows:
Annual Equity Compensation for Directors (other than the CEO) (“Annual Award”)
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Exhibit 10.47
Committee Service Compensation (“Committee Service Awards”) (other than the CEO)
Additional compensation to recognize Board Chair, Committee Chairs and Committee Service:
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Exhibit 10.47
Inducement Equity Grant (other than the CEO)
New future directors (starting on or after June 16, 2023) will be granted a one-time inducement option grant of non-qualified stock options for 1x the Annual Award upon joining the Board, as well as the mid-year grant set forth under “Annual Awards” above.
Annual Compensation Limit
No outside director may be granted, in any fiscal year, equity awards, the value of which will be based on their grant date fair value determined in accordance with U.S. GAAP, and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the fiscal year of his or her initial service as an outside director. (This excludes awards or other compensation provided to an individual (a) for his or her services as an employee, or for his or her services as a consultant other than as an outside director, and (b) prior to the closing of the De-SPAC transaction.)
Additional Provisions
The awards granted under this Policy shall be granted and subject to such terms and conditions as are set forth in the Plan and the Company’s applicable standard form of award agreements under the Plan previously approved by the Company’s Board of Directors for use under the Plan, but with such updates to the applicable agreement as appropriate to reflect the terms approved in this Policy.
Revisions
The Company’s Board of Directors may amend, alter, suspend or terminate this Policy at any time and for any reason. No amendment, alteration, suspension or termination of this Policy will materially impair the rights of an outside director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the outside director and the Company. Termination of this Policy will not affect the ability of the Company’s Board of Director or the compensation committee of the Company’s Board of Directors to exercise the powers granted to it under the Plan with respect to awards granted under the Plan pursuant to this Policy prior to the date of such termination.
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