MYOKARDIA, INC. NON-EMPLOYEEDIRECTOR COMPENSATION POLICY

EX-10.16 9 d18787dex1016.htm EX-10.16 EX-10.16

Exhibit 10.16

MYOKARDIA, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of MyoKardia, 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. In furtherance of this purpose, effective as of the effective time of the registration statement for the Company’s initial firm commitment underwritten public offering of equity securities (the “Effective Date”), all non-employee directors shall be paid compensation for services provided to the Company as set forth below:1

Cash Retainers

Annual Retainer for Board Membership: $35,000 for general availability and participation in meetings and conference calls of our Board of Directors (the “Board”). No additional compensation for attending individual Board meetings.

Additional Annual Retainers for Committee Membership and Service as Chairperson:

 

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:

    $ 7,500   

Nominating and Corporate Governance Committee member:

    $ 3,500   

No additional compensation for attending individual committee meetings.

All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. Cash retainers owing to non-employee directors shall be annualized, meaning that with respect to non-employee directors who join the Board during the calendar year, and with respect to all non-employee directors for 2015, such amounts shall be pro-rated based on the number of calendar days served by such director.2

 

1  Upon effectiveness, this policy shall supersede any prior arrangements between the Company and the directors.
2  Cash compensation of directors under this policy will commence only upon successful completion of an IPO.

Equity Retainers

Initial Equity Grant: One-time option grant to each new non-employee director upon his/her election to the Board after the Effective Date to purchase 22,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Such initial equity grant shall vest in equal monthly installments during the 48 months following the date upon which the director is first elected to the Board, subject to the director’s continued service on the Board.

On the date of each Annual Meeting of Stockholders: Annual option grant to purchase 11,000 shares of Common Stock to each non-employee director who (a) is serving on the Board as of immediately prior the Company’s annual meeting of stockholders and (b) continues to serve on the Board immediately after such annual meeting. Such annual equity grant shall vest in equal monthly installments during the 12 months following the date of grant, subject to the director’s continued service on the Board.

Additional Equity Grants: In addition to the foregoing, non-employee directors may also be granted such additional equity awards in such amounts and on such dates as the Board may recommend.

Upon the consummation of a Sale Event (as defined in the Company’s 2015 Stock Option and Incentive Plan, as may be amended, restated or otherwise modified from time to time), the vesting of all outstanding unvested equity awards granted to each non-employee director under this policy shall accelerate in full.

The form of option agreement will give directors up to one year following cessation of service as a director to exercise the options (to the extent vested at the date of such cessation), provided that the director has not been removed for cause.

All of the foregoing option grants will have an exercise price equal to the fair market value of a share of Common Stock on the date of grant.

Expenses

The Company shall reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board and committee meetings.

Adopted: October [    ], 2015

Effective: October [    ], 2015

 

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