Exhibit 10.1
IONETIX CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
Ionetix Corporation, a Delaware corporation (the “Company”), adopts this Non-Employee Director Compensation Plan (this “Plan”) to govern and guide compensation paid by the Company to Non-Employee Directors for their service on a Board and any committee thereof.
1. **General. **This Plan is intended to attract and retain, on a long-term basis, high-caliber qualified Non-Employee Directors, recognize their service to the Company, and align their interests with the long-term interests of the Company’s stockholders. Non-Employee Directors will be entitled to any compensation for their service on a Board and any committee thereof only as described in this Plan. This Plan will not apply to members of the Board who are Employees.
2. Definitions. Capitalized terms that are not defined in this Plan have the meanings given in the Equity Incentive Plan. The following terms have the following meanings in this Plan.
(a) “Annual Award” means a Nonstatutory Stock Option or Restricted Stock Unit described in Section 6(b)
(b) “Annual Meeting” means the annual meeting of the Company’s stockholders at which Directors are elected.
(c) “Award” means an Initial Award or Annual Award granted pursuant to this Plan under the Equity Incentive Plan.
(d) “Board” means the Board of Directors of the Company or any of its subsidiaries.
(e) “Committee” means the Compensation Committee of the Board.
(f) “Effective Date” means the date this Plan is adopted by the Board.
(g) “Equity Incentive Plan” means the Ionetix Corporation 2026 Equity Incentive Plan, as amended from time to time, or any successor equity incentive plan duly approved and adopted.
(h) “Initial Award” means a Nonstatutory Stock Option described in Section 6(a).
(i) “Non-Employee Director” means a member of a Board who is not an Employee (as defined in the Equity Incentive Plan). “Non-Employee Director” has the same meaning as “Outside Director” under the Equity Incentive Plan.
(j) “Nonstatutory Stock Option” or “Option” means an Option that is not intended to qualify as an incentive stock option (ISO) under Section 422 of the Internal Revenue Code of 1986, as amended.
(k) “Share” means a share of the Company’s Common Stock.
3. **Administration and Interpretation. **The Committee will administer this Plan, and all compensation under this Plan will be approved and administered in accordance with: (a) applicable law; (b) the Company’s certificate of incorporation and bylaws; (c) the Equity Incentive Plan; (d) applicable rules of The Nasdaq Stock Market LLC; (e) Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and (f) applicable Company policies and procedures. The Committee will: (a) interpret and implement this Plan; (b) as appropriate in administering this Plan, establish and revise related interpretive and procedural rules and practices, and correct any defects, omissions, and inconsistencies; and (c) make determinations and recommendations concerning Non-Employee Director compensation, in each case in accordance with its charter and all authority given to or retained by the Company’s Board. Consistent with the Committee’s charter, the Committee will review Non-Employee Director compensation and present its determinations or recommendations to the Company’s Board for review. Subject to the supervision of the Board, the Committee may interpret and construe this Plan and make all determinations necessary, appropriate or advisable for the administration of this Plan. Any interpretation made by the Committee will be final, conclusive and binding. Any Award under this Plan will be granted under and subject to the Equity Incentive Plan, including those restrictions applicable to Outside Directors as defined therein. This Plan does not create a separate source or reserve of Shares.
4. **Cash Retainers. **The Company’s Plan as of the Effective Date is that Non-Employee Directors will not be paid directors fees in cash until such time as the Company’s Board amends this Plan.
5. **Equity Retainers. **Awards to Non-Employee Directors will be granted in accordance with the following provisions, and will not require further Board of Directors approval except for variations that are more advantageous to a Non-Employee Director.
(a) Initial Awards**. **Each person who first becomes a Non-Employee Director after the Effective Date will be granted an initial, one-time Award in the form of Non-Statutory Options covering a number of Shares recommended by the Compensation Committee and approved by the Company’s Board (an “Initial Award”). Each Non-Employee Director’s grant will consider the scope of the Director’s service on the Company’s and Ionetix Radioisotopes, Inc.’s Boards as well as service on committees thereof.
(b) Annual Awards**. **Within 15 business days following each Annual Meeting (or such other date at which the composition of the Board is determined for such year), each Non-Employee Director then continuing in office from the period preceding the Annual Meeting will be granted an annual Award composed of Non-Statutory Options and Restricted Stock Units covering such number of Shares as recommended by the Compensation Committee and approved by the Company’s Board (an “Annual Award”). Each Non-Employee Director’s grant will consider the scope of the Director’s service on the Company’s and Ionetix Radioisotopes, Inc.’s Boards as well as service on committees thereof.
2A Non-Employee Director who first joins the Board as a result of an election of directors at an Annual Meeting or between Annual Meetings will receive an Initial Award and will not receive a separate Annual Award, whether or not prorated, for the same initial period of service.
(c) Vesting. Nonstatutory Stock Options granted as Initial Awards will be unvested when granted and will vest over four years, 25% after one year from the date of grant and then monthly for the remaining three years (or another appropriate schedule as determined by the Committee). Nonstatutory Stock Options granted as Annual Awards will be unvested when granted and will vest after one year from the date of grant (or another appropriate date as determined by the Committee). Restricted Stock Units granted as Awards will be unvested when granted and will vest on January 1st of the year following the year of grant (or another appropriate date as determined by the Committee). All vesting will cease if the director ceases to serve on all Boards for any reason (or another appropriate date as determined by the Committee). The Board will have discretion, however, to waive vesting and forfeiture of unvested Awards in circumstances that the Board determines to be appropriate. All outstanding Initial Awards and Annual Awards not previously forfeited or expired will become fully vested and exercisable upon a Change in Control, as defined in the Equity Incentive Plan.
(d) Other Award Provisions. All Awards will be granted under and subject to the Equity Incentive Plan. A Nonstatutory Option’s exercise price per Share will be not less than the Fair Market Value of a Share on the Grant Date and will otherwise be determined in accordance with the Equity Incentive Plan. No fractional Share will be subject to an Initial Award or Annual Award. Nonstatutory Options will expire ten years from the date of grant, unless the Equity Incentive Plan provides for earlier expiration.
6. **Expense Reimbursement. **Each Non-Employee Director will be reimbursed for reasonable travel expenses in connection with their in-person attendance at Board and Committee meetings. Any other reimbursement requires prior Committee approval. Each Non-Employee Director will provide the Company with such receipts and other records related to reimbursable expenses as the Company may require.
7. **Company Policies. **Non-Employee Directors are subject to the Company’s Code of Conduct and Business Ethics, Insider Trading Policy, and all other Company policies to the extent that such policies are applicable by their terms. Non-Employee Directors are prohibited from entering into hedging transactions or similar arrangements regarding any Company securities.
8. Amendment. This Plan is subject to the supervision of the Board and the Committee. The Committee will review this Plan at least annually, and may recommend amendment to this Plan, and the Board may amend this Plan by written consent or resolution. Any amendment of this Plan will be effective immediately and will apply to all Awards granted after the date of amendment, unless the Board determines otherwise. This Plan may only be amended in writing, and any alleged oral amendment or change shall have no effect.
9. **Compliance. **This Plan is governed by Delaware law, excluding conflicts of law principles. This Plan, each Award, and all rights and obligations arising under this Plan are subject to applicable law and the rules and regulations of the Securities and Exchange Commission and The Nasdaq Stock Market LLC, in each case to the extent applicable. This Plan must be interpreted and administered accordingly.
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