Amended and Restated Non-Employee Director Compensation Policy
G1 THERAPEUTICS, INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The Board of Directors of G1 Therapeutics, Inc. (the Company) has approved the following Amended and Restated Non-Employee Director Compensation Policy (the Policy) which establishes compensation to be paid to non-employee directors of the Company, effective as of June 12, 2019 (the Effective Date), to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Companys Board of Directors.
This Policy shall apply to each director of the Company who is not an employee of the Company or any Affiliate (each, a Non-Employee Director). Affiliate shall mean an entity which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.
Stock Option Grants
All stock option amounts set forth herein shall be subject to automatic adjustment in the event of any stock split or other recapitalization affecting the Companys common stock.
Annual Stock Option Grants
Annually, each Non-Employee Director shall be granted a non-qualified stock option to purchase 20,000 shares of the Companys common stock under the Companys 2017 Employee, Director and Consultant Equity Incentive Plan (the Stock Plan) on the date of the first meeting of the Board of Directors held following the Companys annual meeting of stockholders.
Initial Stock Option Grant for Newly Appointed or Elected Directors
Each new Non-Employee Director shall be granted a non-qualified stock option to purchase 40,000 shares of the Companys common stock under the Stock Plan at the first regularly scheduled meeting of the Board of Directors on or after his or her initial appointment or election to the Board of Directors.
Initial Stock Option Grant for Newly Appointed or Elected Chairperson
Each new Non-Employee Director who shall serve as Chairperson of the Board of Directors shall be granted a non-qualified stock option to purchase 100,000 shares of the Companys common stock under the Stock Plan at the first regularly scheduled meeting of the Board of Directors on or after his or her initial appointment as Chairperson of the Board of Directors. This grant is in addition to the Annual Stock Option Grant.
Terms for All Option Grants
Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all options granted under this Policy shall (i) have an exercise price equal to the fair market value of the Companys common stock as determined in the Stock Plan on the grant date; (ii) terminate ten years after the grant date; (iii) vest 100% upon the consummation of a change-in-control; and (iv) contain such other terms and conditions as set forth in the form of option agreement approved by the Board of Directors or the Compensation Committee prior to the grant date. Subject to the continued service of each Non-Employee Director and unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, each annual stock option grant shall vest on the first anniversary of the date of grant and each initial stock option grant shall vest in equal monthly installments following the date of grant until the third anniversary of the grant date.
Each Non-Employee Director serving on the Board of Directors and the Audit Committee, Compensation Committee and/or Nominating and Governance Committee, as applicable, shall be entitled to the following annual amounts (the Annual Fees):
|Annual Retainer |
Amount for Member
Amount for Chair
Board of Directors
Nominating and Governance Committee
Except as otherwise set forth in this Policy, all Annual Fees shall be paid for the period from January 1 through December 31 of each year. Such Annual Fees shall be paid in cash.
Payments payable to Non-Employee Directors shall be paid quarterly in arrears promptly following the end of each fiscal quarter, provided that (i) the amount of such payment shall be prorated for any portion of such quarter that such director was not serving on the Board of Directors or a committee and (ii) no fee shall be payable in respect of any period prior to the date such director was elected to the Board of Directors or a committee.
Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Non-Employee Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors and committees thereof or in connection with other business related to the Board of Directors.
The Compensation Committee shall periodically review this Policy to assess whether any amendments in the type and amount of compensation provided herein should be made and shall make recommendations to the Board of Directors for its approval of any amendments to this Policy.