TAYSHA GENE THERAPIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the Board) who is not also serving as an employee of or consultant to Taysha Gene Therapies, Inc. (the Company) or any of its subsidiaries (each such member, an Eligible Director) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Companys common stock (the Common Stock), pursuant to which the Common Stock is priced in such initial public offering (the Effective Date). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
|1. || |
Annual Board Service Retainer:
a. All Eligible Directors: $35,000
b. Independent Chair of the Board Service Retainer (in addition to Eligible Director Service Retainer): $30,000
|2. || |
Annual Committee Chair Service Retainer:
a. Chair of the Audit Committee: $15,000
b. Chair of the Compensation Committee: $10,000
c. Chair of the Nominating and Corporate Governance Committee: $8,000
|3. || |
Annual Committee Member Service Retainer (not applicable to Committee Chairs):
a. Member of the Audit Committee: $7,500
b. Member of the Compensation Committee: $5,000
c. Member of the Nominating and Corporate Governance Committee: $4,000
The equity compensation set forth below will be granted under the Companys 2020 Stock Incentive Plan (the Plan), subject to the approval of the Plan by the Companys stockholders. All stock options granted under this policy will be nonstatutory stock options, with an exercise