SANA BIOTECHNOLOGY, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
This Sana Biotechnology, Inc. (the Company) Non-Employee Director Compensation Program (this Program) has been adopted under the Companys 2021 Incentive Award Plan (the Plan) and shall be effective upon the closing of the Companys initial public offering of its common stock (the IPO). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.
Effective upon the IPO, annual retainers will be paid in the following amounts to Non-Employee Directors:
| || || || |
| ||$ ||40,000 || |
| ||$ ||30,000 || |
Audit Committee Chair:
| ||$ ||20,000 || |
Compensation Committee Chair:
| ||$ ||15,000 || |
Nominating and Corporate Governance Committee Chair:
| ||$ ||10,000 || |
Audit Committee Member (non-Chair):
| ||$ ||10,000 || |
Compensation Committee Member (non-Chair):
| ||$ ||7,500 || |
Nominating and Corporate Governance Committee Member (non-Chair):
| ||$ ||5,000 || |
All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than 30 days after the end of such quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described above, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.
Election to Receive Restricted Stock Units In Lieu of Annual Retainer
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|General: || ||Each Non-Employee Director may elect to convert all or a portion of his or her annual retainer into a number of Restricted Stock Units (Retainer RSUs) granted under the Plan or any other applicable Company equity incentive plan then-maintained by the Company covering a number of shares of Common Stock calculated by dividing (i) the amount of the annual retainer that would have otherwise been paid to such Non-Employee Director on the applicable grant date by (ii) the per share Fair Market Value as of the date of grant (such election, a Retainer RSU Election).|
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The Annual Option will be automatically granted on the date of the applicable Annual Meeting, and will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant, subject to the Non-Employee Director continuing in service on the Board through such vesting date.
The per share exercise price of each Option granted to a Non-Employee Director shall equal the Fair Market Value of a share of Common Stock on the date the Option is granted.
The term of each Option granted to a Non-Employee Director shall be ten years from the date the Option is granted.
No portion of an Initial Option or Annual Option which is unvested or unexercisable at the time of a Non-Employee Directors termination of service on the Board shall become vested and exercisable thereafter.
Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their service with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Option, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from service with the Company and any parent or subsidiary of the Company, Annual Options as described above.
Change in Control
Upon a Change in Control of the Company, all outstanding equity awards granted under the Plan and any other equity incentive plan maintained by the Company that are held by a Non-Employee Director shall become fully vested and/or exercisable, irrespective of any other provisions of the Non-Employee Directors Award Agreement.
The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Companys applicable expense reimbursement policies and procedures as in effect from time to time.
The other provisions of the Plan shall apply to the Options granted automatically pursuant to this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Options hereby are subject in all respects to the terms of the Plan. The grant of any Option under this Program shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.
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