IonQ, Inc. Amended and Restated Non-Employee Director Compensation Policy (April 2024)
This policy outlines the compensation for non-employee directors of IonQ, Inc. It provides for annual cash retainers, equity awards in the form of restricted stock units, and reimbursement of reasonable travel expenses. Directors may choose to receive stock instead of cash and can decline compensation. Equity awards vest over time, with accelerated vesting upon a change in control. The policy sets limits on total compensation and requires directors to sign an agreement for equity grants. The policy is effective as of April 23, 2024, and may be amended by the Board at any time.
Exhibit 10.1
IONQ, INC.
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Originally adopted and approved by the Board of Directors (the “Board”) on December 14, 2021, and amended and restated by the Board of Directors on April 23, 2024 (the “Effective Date”)
Each member of the Board of Directors who is not also serving as an employee of or consultant to IonQ, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy for his or her Board service. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or a designated committee of the Board. Unless otherwise defined herein, capitalized terms used in this policy will have the meaning given to such terms in the Company’s 2021 Equity Incentive Plan or any successor equity incentive plan (the “Plan”).
I. Annual Cash Compensation
Each Eligible Director will be entitled to receive the following annual cash retainers for service on the Board:
Annual Board Service Retainer:
Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):
Annual Committee Member Service Retainer:
The annual cash retainers set forth above will be payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). All annual cash fees are vested upon payment.
II. Election to Receive Shares of Common Stock in Lieu of Cash Retainer
III. Equity Compensation
All grants of equity awards to Eligible Directors pursuant to this policy will be automatic and nondiscretionary (without the need for any additional corporate action by the Board or designated committee of the Board) and will be made in accordance with the following provisions:
IV. Non-Employee Director Compensation Limit
Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Nonemployee Director (as defined in the Plan) shall in no event exceed the limits set forth in Section 3(d) of the Plan.
V. Ability to Decline Compensation
An Eligible Director may decline all or any portion of his or her 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.
VI. Expenses
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.