Adamas Pharmaceuticals, Inc. Non-Employee Director Compensation Policy

Summary

This document outlines the compensation policy for non-employee directors of Adamas Pharmaceuticals, Inc. Non-employee directors receive annual cash retainers, with additional payments for serving as Board Chair or on Board committees. Directors also receive equity awards, including stock options and restricted stock units, upon joining the Board and annually thereafter. Equity awards vest over specified periods, and all outstanding awards fully vest if there is a change of control. The policy takes effect immediately following the 2020 annual meeting.

EX-10.3 4 adms10qq12020ex103.htm EX-10.3 Document

Exhibit 10.3

NON-EMPLOYEE DIRECTOR COMPENSATION

Annual Cash Compensation

The annual cash compensation payable to non-employee directors of Adamas Pharmaceuticals, Inc., or Adamas, to take effect immediately following the Adamas 2020 annual meeting, is as follows, payable quarterly in arrears:

Retainer

Amount

Board Member Compensation

Board Member

$45,000

Chair of the Board (additional retainer)

$60,000

Additional Committee Chair Compensation

Audit Committee

$20,000

Compensation Committee

$15,000

Nominating and Corporate Governance Committee

$10,000

Additional Committee Member (non-Chair) Compensation

Audit Committee

$10,000

Compensation Committee

$7,500

Nominating and Corporate Governance Committee

$5,000

Equity Compensation

Non-employee directors also receive an initial equity award upon commencement of service as a board member; thereafter, each non-employee director will receive an annual equity grant on the date of the Adamas annual meeting. The form of award in each case is a combination of a non-qualified stock option and a restricted stock unit. To take effect immediately following the Adamas 2020 annual meeting, the initial award is an option to purchase 20,000 shares of Adamas common stock and a restricted stock unit to acquire 10,000 shares of Adamas common stock, in each case vesting annually over three years of service. Each subsequent annual award is an option to purchase 10,000 shares of Adamas common stock and a restricted stock unit to acquire 5,000 shares of Adamas common stock, in each case vesting after one year of service. Upon the closing of a change of control, the vesting of all outstanding equity awards held by non-employee directors will accelerate in full.