BEAM THERAPEUTICS INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Effective as of the initial public offering (the IPO) of the common stock of Beam Therapeutics Inc. (the Company), each individual who provides services to the Company as a director, other than a director who is employed by the Company or a subsidiary or a director who is affiliated with ARCH Venture Partners or F-Prime Capital (a Non-Employee Director), shall be entitled to receive the following amounts of compensation, subject to the limitations on annual Non-Employee Director compensation set forth in the Companys 2019 Equity Incentive Plan:
| || |
| || |
Form of Payment
|Annual cash fee || ||$35,000 ($65,000 for the chairman of the Board of Directors (the Board))|
|Additional annual cash fee for members of the Audit Committee || ||$7,500 ($15,000 for the Audit Committee chairman)|
|Additional annual cash fee for members of the Compensation Committee || ||$5,000 ($10,000 for the Compensation Committee chairman)|
|Additional annual cash fee for members of the Nominating and Corporate Governance Committee || ||$4,000 ($8,000 for the Nominating and Corporate Governance Committee chairman)|
|Equity compensation || || |
Each Non-Employee Director who is first elected or appointed to the Board following the IPO shall, upon his or her initial election or appointment to the Board, be granted an option to purchase shares of the Companys common stock having a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision) (ASC Topic 718), approximately equal to $375,000 (the Initial Option), such option to vest as to one-third of the shares subject to the option on the first anniversary of the date of grant and in equal monthly installments as to the remainder of the shares for two years thereafter, subject to the Non-Employee Directors continued service to the Board through each applicable vesting date.
On the date of the first meeting of the Board following each annual meeting of stockholders of the Company, each Non-Employee Director who was not first elected or appointed to the Board during the calendar year of such meeting (including, for the avoidance of doubt, at the time of the annual meeting) shall be granted an option to purchase shares of the Companys common stock
| || |
| || || |
having a grant date fair value, determined in accordance with ASC Topic 718, approximately equal to $187,500 (the Annual Option), such option to vest in full on the first anniversary of the date of grant, subject to the Non-Employee Directors continued service to the Board through the applicable vesting date.
Each option granted to any Non-Employee Director will have a per share exercise price equal to the fair market value of a share of the Companys common stock on the date of grant, have a term of no more than ten (10) years and will be subject to the terms and conditions of the Companys 2019 Equity Incentive Plan (or any successor plan).
All cash fees shall be payable in arrears on a quarterly basis or upon the earlier resignation or removal of the Non-Employee Director and shall be prorated for any calendar quarter of partial service, based on the number of calendar days the Non-Employee Director was a member of the Board. For the calendar quarter during which the IPO occurs, all annual cash fees shall be prorated based on the number of calendar days the Non-Employee Director was a member of the Board following the closing of the IPO.
In addition, Non-Employee Directors will be reimbursed by the Company for reasonable travel and other expenses incurred in connection with the Non-Employee Directors attendance at Board and committee meetings, in accordance with the Companys policies as in effect from time to time.
For the avoidance of doubt, directors who are employees of the Company or one of its subsidiaries and directors who are affiliated with ARCH Venture Partners or F-Prime Capital will not receive compensation for their service as a director, other than, with respect to directors who are so affiliated with an investor fund, reimbursement for reasonable travel and other expenses as described in the paragraph above.
The Board (or the compensation committee thereof) may amend this Non-Employee Director Compensation Policy at any time.