Exhibit 10.1
Rapport Therapeutics, INC.
SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
ThepurposeofthisSecond Amended and Restated Non-Employee DirectorCompensationPolicy (the “Policy”) of Rapport Therapeutics, Inc., a Delaware corporation (the“Company”),isto provideatotalcompensationpackagethatenablestheCompany toattractandretain,onalong-termbasis,high-caliberdirectorswhoarenotemployeesorofficersoftheCompany orits subsidiaries (“Outside Directors”). This Policy became effective on June 6, 2024 (the “Effective Date”). Infurtherance ofthepurpose statedabove,allOutside Directorsshallbe paid compensation for services provided to theCompanyas Outside Directors as set forth below:
Cash Retainers
AnnualRetainerforBoardMembership: $40,000 forgeneralavailabilityandparticipationin meetings andconferencecalls of ourBoard of Directors, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual meetings of the Board of Directors.
Additional Annual Retainer forNon-Executive Chair:$35,000
Additional Annual Retainers forCommitteeMembership:
Audit CommitteeChairperson: $20,000
Audit Committeemember (other than Chairperson): $10,000
Compensation CommitteeChairperson: $15,000
Compensation Committeemember (other than Chairperson): $7,500
Nominatingand Corporate GovernanceCommitteeChairperson: $10,000
Nominatingand Corporate GovernanceCommitteemember (other than Chairperson): $5,000
Science & TechnologyCommitteeChairperson: $15,000
Science & TechnologyCommitteemember (other than Chairperson): $7,500
Equity Retainers
All grants of equity retainer awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance with the following provisions:
Initial Award: Upon his or her initial election to the Board of Directors, each Outside Director will receive an initial, one-time stock option award (the “Initial Award”) to purchase 30,400 shares, which shall vest over three years, with first vesting to occur on the first anniversary of the vesting commencement date and monthly vesting thereafter, provided, however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve as on the Board of Directors of the Company, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The Initial Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value (as defined in the Company’s 2024 Stock Option and Incentive Plan, as amended from time to time) of the Company’s common stock on the date of grant. This Initial Award applies only to Outside Directors who are first elected to the Board of Directors subsequent to the Effective Date.
Annual Award: On each date of each Annual Meeting of Stockholders of the Company following the Effective Date (the “Annual Meeting”), each continuing Outside Director, other than a director receiving an Initial Award, will receive an annual stock option award (the “Annual Award”) to purchase 15,200 shares, which shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve on the Board of Directors of the Company, unless the Board of Directors determines that the circumstances warrant continuation of vesting; provided further that, in the case of an Annual Award to an Outside Director appointed to the Board in the 12 months prior to the Annual Meeting of Stockholders, the Annual Award shall be prorated by multiplying the Annual Award by a fraction, the numerator of which is the number of full months that have elapsed between the date the Outside Director was appointed and the date of the Annual Meeting and the denominator of which is 12. Such Annual Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value of the Company’s common stock on the date of grant.
Sale Event Acceleration: All outstanding Initial Awards and Annual Awards held by an Outside Director shall become fully vested, exercisable (if applicable) and nonforfeitable upon a Sale Event (as defined in the Company’s 2024 Stock Option and Incentive Plan, as amended from time to time).
Expenses
TheCompanywillreimburseallreasonableout-of-pocketexpensesincurredbyOutside Directors in attendingmeetings of theBoard of Directors oranycommittee thereof.
Maximum Annual Compensation
The aggregate amount of compensation, including both equity compensation and cash compensation, paid by the Company to any Outside Director in a calendar year for services as an Outside Director shall not exceed $750,000;provided, however, that such amount shall be
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$1,000,000 for the calendar year in which the applicable Outside Director is initially elected or appointed to the Board of Directors; (or such other limits as may be set forth in Section 3(b) of the Company’s 2024 Stock Option and Incentive Plan, as amended from time to time, or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.
Originally Adopted: May 29, 2024
Amended and Restated: June 5, 2025
Second Amendment and Restatement: Effective as of June 10, 2026
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