Exhibit 10.1
ADICET BIO, INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
ThepurposeofthisAmended and Restated Non-Employee DirectorCompensationPolicy (the “Policy”) ofAdicet Bio, Inc.(the“Company”),isto provideatotalcompensationpackagethatenablestheCompany toattractandretain,onalong-termbasis,high-caliberdirectorswhoarenotemployeesorofficersoftheCompany orits subsidiaries. Infurtherance ofthepurpose statedabove,allnon-employee directors shallbe paid compensation for services provided to theCompanyas set forth below:
Cash Retainers
AnnualRetainerforBoardMembership: $40,000 forgeneralavailabilityandparticipationin meetings andconferencecalls of ourBoard of Directors (the “Board”). No additional compensation will be paid for attending individual meetings of the Board.
Additional Annual Retainer for Non-Executive Chair of the Board: $30,000
Additional Annual Retainers forCommitteeMembership:
| Audit Committee Chair: | $15,000 |
| Audit Committeemember: | $7,500 |
| Compensation CommitteeChair: | $10,000 |
| Compensation Committeemember: | $5,000 |
| Nominatingand Corporate GovernanceCommitteeChair: | $8,000 |
| Nominatingand Corporate GovernanceCommitteemember: | $4,000 |
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 directors, pro-rated based on the number of actual days served by the director during such calendar quarter. Chair and committee member retainers are in addition to retainers for members of the Board.
Equity Retainers
Initial Award: An initial, one-time equity award (the “Initial Award”) of 8,400 options to each new non-employee director upon his or her election to the Board, which shall vest in thirty-six (36) equal monthly beginning on the date of grant, however, that all vesting shall cease if the
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director resigns from the Board or otherwise ceases to serve as a director of the Company. This Initial Award applies only to non-employee directors who are first elected to the Board subsequent to the Company’s initial public offering. If the Initial Award is in the form of a stock option, such stock option shall have a per share exercise price equal to the Fair Market Value (as defined in the Company’s Second Amended and Restated Adicet Bio, Inc. 2018 Stock Option and Incentive Plan (as amended, the “2018 Plan”)) of the Company’s common stock on the date of grant.
Annual Award: On each date of the Company’s Annual Meeting of Stockholders following the completion of the Company’s initial public offering (the “Annual Meeting”), each continuing non-employee member of the Board, other than a director receiving an Initial Award, will receive an annual equity award (the “Annual Award”) of 4,200 options, which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. If the Annual Award is in the form of a stock option, such stock option shall have a per share exercise price equal to the Fair Market Value (as defined in the 2018 Plan) of the Company’s common stock on the date of grant.
Expenses
TheCompanywillreimburseallreasonableout-of-pocketexpensesincurredbynon-employee directors in attendingmeetings of theBoard oranyCommittee.
Adopted by the Board on December 21, 2017, as amended by the Board on April 30, 2021 and subsequently on January 27, 2022, January 24, 2023 and June 21, 2026.
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