CODIAK BIOSCIENCES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PRACTICES
The purpose of this Non-Employee Director Compensation Practices (the Practices) of Codiak BioSciences, Inc., a Delaware corporation (the Company), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. This Practices will become effective as of the effective time of the registration statement for the Companys initial firm commitment underwritten public offering of equity securities (the Effective Date) and will apply to all non-employee directors of the Company (such directors, the Eligible Directors) of the Company (the Board). In furtherance of this purpose, except as otherwise provided in any written agreement between the Company and an Eligible Director, all Eligible Directors shall be paid compensation for services provided to the Company as set forth below:
Annual Retainer for Board Membership: $35,000 for general availability and participation in meetings and conference calls of our Board. No additional compensation for attending individual Board meetings.
| || || || |
Additional Annual Retainer for Non-Executive Chair of the Board:
| ||$ ||30,000 || |
Additional Annual Retainers for Committee Membership:
| || || |
Audit Committee Chairperson:
| ||$ ||15,000 || |
Audit Committee member:
| ||$ ||7,500 || |
Compensation Committee Chairperson:
| ||$ ||10,000 || |
Compensation Committee member:
| ||$ ||5,000 || |
Nominating and Corporate Governance Committee Chairperson:
| ||$ ||8,000 || |
Nominating and Corporate Governance Committee member:
| ||$ ||4,000 || |
No additional compensation for attending individual committee meetings. All cash retainers will be paid quarterly, in arrears, or upon the earlier of resignation or removal of the Eligible Director. Cash retainers owing to Eligible Directors shall be annualized, meaning that with respect to Eligible Directors who join the Board during the calendar year, and with respect to all Eligible Directors for 2020, such amounts shall be pro-rated based on the number of calendar days served by such Eligible Director following the Effective Date.
Initial Equity Grant: For each Eligible Director joining the Board after the Effective Date, upon his or her initial appointment to the Board, each such Eligible Director shall receive a one-time equity grant of an option to purchase 20,000 shares of the Companys common stock, par value
$0.0001 per share (the Common Stock). Such initial equity grant shall vest in equal quarterly installments during the twelve quarters following the grant date, subject to the Eligible Directors continued service on the Board through each such date.
Annual Equity Grant: Immediately following each annual meeting of the Companys stockholders, each continuing Eligible Director who has served as a director for the previous six months will receive an annual equity grant of an option to purchase 10,000 shares of Common Stock. Such annual equity grant shall vest on the earlier of the one-year anniversary of the grant date or the Companys next annual meeting of stockholders, subject to the Eligible Directors continued service on the Board through such date. All of the foregoing option grants will become immediately exercisable upon the Eligible Directors death or upon a Sale Event (as defined in the Companys 2020 Stock Option and Incentive Plan).
Any stock option granted to an Eligible Director pursuant to this Practices will be granted at an exercise price equal to the fair market value of a share of Common Stock on the date of grant.
The Company shall reimburse all reasonable out-of-pocket expenses incurred by Eligible Directors in attending Board and committee meetings.
ADOPTED: September 17, 2020