Amended and Restated Non-Employee Director Compensation Policy
Exhibit 10.1
CARA THERAPEUTICS, INC.
Amended and Restated
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Equity:
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| • | Initial option grant upon joining the board: 35,000 shares |
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| • | Annual equity awards granted on the date of each annual meeting of stockholders (for directors continuing as directors following the annual meeting): |
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| • | Option: 9,000 shares |
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| • | Restricted stock units: 6,000 shares |
The initial option grant will vest over three years in equal annual installments, subject to the director’s continued service as a director through each such vesting date.
Each annual equity award will vest on the earlier of (1) the one year anniversary of the date of grant and (2) immediately prior to the next annual meeting of stockholders following the date of grant, in each case, subject to the director’s continued service as a director through such date.
Cash Comp:
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| • | Annual board retainer fee - $40,000 |
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| • | Chairman (if any) fee (including annual board retainer fee) - $75,000 |
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| • | Audit Committee |
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| • | Chairman fee (including member fee) - $20,000 |
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| • | Member fee - $10,000 |
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| • | Compensation Committee |
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| • | Chairman fee (including member fee) - $15,000 |
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| • | Member fee - $7,500 |
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| • | Nominating and Corporate Governance Committee |
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| • | Chairman fee (including member fee) - $8,000 |
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| • | Member fee - $4,000 |
These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the board of directors or applicable committee.
Reimbursement of Expenses:
The Company will reimburse non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of director and committee meetings.
