INTRA-CELLULAR THERAPIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(adopted June 30, 2014; amended March 30, 2016, December 14, 2017, June 18, 2018, February 26, 2020 and June 21, 2021)
The Board of Directors of Intra-Cellular Therapies, Inc. (the Company) has approved the following Non-Employee Director Compensation Policy (this Policy), which establishes compensation to be paid to non-employee directors of the Company, 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, or compensated consultant to, the Company or any Affiliate (each, an Outside 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.
A. Equity Grants
1. Annual Stock Option Grants
Each Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Companys 2013 Equity Incentive Plan or any successor plan (the Equity Plan), a non-qualified stock option to purchase 20,000 shares of the Companys common stock, par value $0.0001 per share (Common Stock) each year on the date of the Companys annual meeting of stockholders; provided, however, that if there has been no annual meeting of stockholders held by the first business day of the third fiscal quarter, each Outside Director shall be granted, automatically and without any action on the part of the Board of Directors such annual stock option grant on the first business day of the third fiscal quarter of such year.
The foregoing annual stock option grants shall commence with the 2018 Annual Meeting of Stockholders.
2. Initial Stock Option Grants for Newly Appointed or Elected Directors
Each new Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Equity Plan, a non-qualified stock option to purchase 20,000 shares of Common Stock on the date that the Outside Director is first appointed or elected to the Board of Directors.
3. Terms of Equity Grants
All annual and initial stock option grants to Outside Directors under this Policy shall vest in one year on the anniversary of the date of grant, subject to the Outside Directors continued service on the Board of Directors, shall have a term of ten years, and shall have an exercise price equal to the fair market value of the Companys Common Stock as determined under the Equity Plan on the date of grant. The stock options shall become fully vested immediately prior to a Change of Control (as defined below).