Exhibit 10.1
Alumis** **Inc.
Non-Employee** Director Compensation **Policy
**(AS AMENDED**** AND RESTATED**** ON JUNE**** 12, 2026 ****(THE ****“EFFECTIVEDATE”))**
Each member of the Board of Directors (the “Board”) who is not also serving as an employee of orconsultanttoAlumisInc.(the“Company”)oranyofitssubsidiaries(eachsuchmember, 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 Effective Date. An EligibleDirectormaydeclinealloranyportionofhisorhercompensationbygivingnoticetothe Company prior to the date cash may be paid or equity awards are to be granted, as the case may be.ThispolicymaybeamendedatanytimeinthesolediscretionoftheBoardortheCompensation Committee of the Board.
Annual** Cash Compensation**
The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterlyinstallments,payableinarrearsonthelastdayofeachfiscalquarterinwhichtheservice 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. | AllEligibleDirectors:$50,000 |
| b. | Non-ExecutiveChairoftheBoardServiceRetainer(inadditiontoEligibleDirector Service Retainer): $35,000 |
| c. | Non-ExecutiveLeadIndependentDirectorRetainer(inadditiontoEligible Director Service Retainer): $30,000 |
| 2. | Annual* Committee Chair Service Retainer*: |
| a. | ChairoftheAuditCommittee:$20,000 |
| b. | ChairoftheCompensationCommittee:$15,000 |
| c. | ChairoftheNominatingandCorporateGovernanceCommittee:$10,000 |
| d. | ChairoftheScientificCommittee:$10,000 |
| 3. | Annual* Committee Member Service Retainer (not applicable to Committee Chairs)*: |
| a. | MemberoftheAuditCommittee:$10,000 |
| b. | MemberoftheCompensationCommittee:$7,500 |
| c. | MemberoftheNominatingandCorporateGovernanceCommittee:$5,000 |
| d. | MemberoftheScientificCommittee:$5,000 |
Expenses
TheCompanywillreimburseEligibleDirectorsforordinary,necessaryandreasonableout-of-pockettravel expensesto coverin-person attendanceat andparticipationinBoardand committee
meetings; provided, that the Eligible Director timely submit to the Company appropriate documentationsubstantiatingsuchexpensesinaccordancewiththeCompany’stravelandexpense policy, as in effect from time to time.
Equity** **Compensation
The equity compensation set forth below will be granted under the Company’s 2024 Equity Incentive Plan (the “Plan”), subject to the approval of the Plan by the Company’s stockholders. All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of a share of the Company’s common stock (the “Common Stock”) on the date of grant, and a term of ten years fromthedateofgrant(subjecttoearlierterminationinconnectionwithaterminationofserviceas provided in the Plan).
1.Initial Grants: For each Eligible Director who is first elected or appointed to the Board followingtheEffectiveDate,onthedateofsuchEligibleDirector’sinitialelectionorappointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will automatically, and without further action by the Board or the CompensationCommitteeoftheBoard,begrantedastockoptiontopurchaseanumberofshares of Common Stock equal to the lesser of (i) the number of shares that results in such stock option havingagrantdatefairvalueof$700,000,roundeddowntothenearestwholeshare,or(ii)94,500 shares (the “Initial Grant”). The shares subject to each Initial Grant will vest over a three-year period, with 1/36thof the shares subject to the Initial Grant vesting in equal monthly installments followingthedateofgrant,suchthattheoptionisfullyvestedonthethirdanniversaryofthedate of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each such vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service through such date.
2.Annual* *Grants:OnthedateofeachannualstockholdermeetingoftheCompanyheldafter the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board following such stockholder meeting (excluding any Eligible Director who is first appointed or elected by the Board at such meeting) will automatically, and without further action bytheBoardortheCompensationCommitteeoftheBoard,begrantedthefollowingequityawards (each, an “Annual Grant”):
| ● | a stockoptiontopurchasea numberofsharesof Common Stock equalto thelesserof |
(i)thenumber of sharesthatresultsin suchstockoptionhaving a grantdatefair value of$300,000,roundeddowntothenearestwholeshare,or(ii)40,500shares (the “Annual Option Grant”); and
| ● | a restricted stock unit award covering a number of shares of Common Stock equal to thelesserof(i)thenumberofsharesthatresultsinsuchawardhavingagrantdatefair valueof$100,000,roundeddowntothenearestwholeshare,or(ii)9,000shares (the “Annual RSU Grant”). |
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The shares subject to each Annual Grant will vest in full on the first anniversary of the date of grant, subject to the Eligible Director’s Continuous Service through such vesting date; provided, that the Annual Grant will in any case be fully vested on the date of Company’s next annual stockholder meeting, subject to the Eligible Director’s Continuous Service through such vesting date; provided, further, that the Annual Grant will vest in full upon a Change in Control, subject to the Eligible Director’s Continuous Service through such date. With respect to an Eligible Director who, following the Effective Date, was first elected or appointed to the Board on a date otherthanthedateoftheCompany’sannualstockholdermeeting,upontheCompany’sfirstannual stockholder meeting following such Eligible Director’s first joining the Board, such Eligible Director’s first Annual Option Grant and first Annual RSU Grant will be pro-rated to reflect the timebetweensuchEligibleDirector’selectionorappointmentdateandthedateofsuchfirstannual stockholder meeting.
Non-Employee** Director Compensation Limit**
Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable,toanyindividualforserviceasaNon-EmployeeDirector(asdefinedinthePlan)shall in no event exceed the limits set forth in Section 3(d) of the Plan.
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