Non-Employee Director Compensation Policy
RAPT THERAPEUTICS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
JUNE 27, 2019
Each member of the Board of Directors (the Board) of RAPT Therapeutics, Inc. (the Company) who is a non-employee director of the Company (each such member, a Non-Employee Director) will receive the compensation described in this Non-Employee Director Compensation Policy (the Director Compensation Policy) for his or her Board service following the closing of the initial public offering of the Companys common stock (the IPO).
The Director Compensation Policy will be effective upon the execution of the underwriting agreement in connection with the IPO (the date of such execution being referred to as the IPO Date). The Director Compensation Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
A Non-Employee Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be.
ANNUAL CASH COMPENSATION
Commencing at the beginning of the first calendar quarter following the IPO Date, each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears no later than 30 days following the end of each quarter in which the service occurred, prorated for any partial quarter of service. All annual cash fees are vested upon payment.
Annual Board Service Retainer:
All Eligible Directors: $35,000
Chair of the Board (as applicable): $30,000 (in addition to above)
Annual Committee Member Service Retainer:
Member of the Audit Committee: $12,500
Member of the Compensation Committee: $5,000
Member of the Nominating and Corporate Governance Committee: $4,000
Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):
Chair of the Audit Committee: $25,000
Chair of the Compensation Committee: $10,000
Chair of the Nominating and Corporate Governance Committee: $8,000
Equity awards will be granted under the Companys 2019 Equity Incentive Plan, as amended from time to time, or any successor equity incentive plan (the Plan). All stock options granted under the Director Compensation Policy will be Nonstatutory Stock Options (as defined in the Plan), with a term of ten years from the date of grant (subject to earlier termination upon a termination of the Non-Employee Directors Continuous Service (as defined in the Plan)) and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of a share of the Companys common stock on the date of grant.
1. Automatic Equity Grants.
(a) Initial Grant for New Directors. Without any further action of the Board, each person who, after the IPO Date, is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director, be granted a Nonstatutory Stock Option to purchase 22,500 shares of common stock (the Initial Grant). Each Initial Grant will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, subject to the Non-Employee Directors Continuous Service through each applicable vesting date.
(b) Annual Grant. Without any further action of the Board, at the close of business on the date of each annual meeting of the Companys stockholders (each, an Annual Meeting) following the IPO, each person who is then a Non-Employee Director will automatically be granted a Nonstatutory Stock Option to purchase 7,500 shares of Company common stock (the Annual Grant). Each Annual Grant will vest upon the earlier of the one (1) year anniversary of the grant date or the day prior to the Companys next Annual Meeting occurring after the grant date, subject to the Non-Employee Directors Continuous Service through the vesting date.
2. Change in Control. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to the Director Compensation Policy will become fully vested immediately prior to the closing of such Change in Control.
3. Remaining Terms. The remaining terms and conditions of each stock option, including transferability, will be as set forth in the Companys standard Option Agreement, in the form adopted from time to time by the Board.
The Company will reimburse Non-Employee 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 Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Companys travel and expense policy, as in effect from time to time.