Exhibit: 10.25
Talawar Tx Inc.
Non-Employee Director Compensation Policy
Each member of the Board of Directors (the “Board”) of Talawar Tx Inc. (the “Company”) who is not also serving as an employee of or consultant to the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service upon and following the closing of the transactions contemplated by the Business Combination Agreement by and among JATT II Acquisition Corp., a Cayman Islands exempted company (“JATT”), the Company, and Talawar Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Effective Date”). An Eligible Director may decline all or any portion of his or her or their compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This Policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board.
Annual Cash Compensation
Commencing on the Effective Date, each Eligible Director will receive the cash compensation set forth below for service on the Board. Cash compensation amounts will be paid in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
a. All Eligible Directors (excluding the Non-Executive Chair): $40,000
b. Non-Executive Chair of the Board: $70,000
a. Chair of the Audit Committee: $20,000
b. Chair of the Compensation Committee: $15,000
c. Chair of the Nominating and Corporate Governance Committee: $10,000
a. Member of the Audit Committee: $10,000
b. Member of the Compensation Committee: $7,500
c. Member of the Nominating and Corporate Governance Committee: $5,000
Equity Compensation
The equity compensation set forth below will be granted under the Company’s 2026 Stock Incentive Plan or any successor thereto (the “Plan”) and the Company’s standard form of stock option grant notice and stock option agreement, as adopted from time to time by the Board or its