Exhibit 10.1
Intellia Therapeutics, Inc.
Eighth Amended and Restated Non-Employee Director Compensation Policy
The purpose of this Eighth Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Intellia Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. This Policy will become effective as of the date of adoption by our Board of Directors (the “Effective Date”). In furtherance of this purpose, all non-employee directors shall be paid compensation for services provided to the Company as set forth below:
Cash Retainers
Annual Retainer for Board Membership: An annual cash retainer for general availability and participation in meetings and conference calls of our Board of Directors (the “Board”) shall be set annually by the Board and reflected on Appendix A. There shall be no additional compensation for attending individual Board meetings.
Additional Retainer for Chairperson of the Board: An annual cash retainer to acknowledge the additional responsibilities and time commitment of the chairperson of the Board (“Chairperson”) role shall be set annually by the Board and reflected on Appendix A.
Additional Annual Retainers for Committee Membership: Additional annual cash retainers for general availability and participation in meetings and conference calls of each of the committees of the Board (each, a “Committee”) as well as an additional retainer for the chairperson of each Committee shall be set annually by the Board and reflected on Appendix A. There shall be no additional compensation for attending individual committee meetings.
Cash Retainer Administration: All cash retainers will be paid quarterly, in arrears, or upon the earlier of resignation or removal of the non-employee director. Cash retainers to non-employee directors shall be approved as annualized cash retainers. With respect to non-employee directors who service on the Board or a Committee begins or ends during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director in such calendar year.
Equity Retainers
Initial Equity Grant: A one-time equity award (the “Initial Equity Grant”) shall be granted to each new non-employee director upon his/her election to the Board after the Effective Date. The Value (as defined below), and form of, the Initial Equity Grant shall be set annually by the Board, based, among other factors, on the recommendation of the Compensation and Talent Development Committee of the Board (the “Compensation Committee”), shall not exceed two times (2x) the Value of the Annual Equity Grant (as defined below), and shall be reflected on Appendix A.
The Initial Equity Grant may include an option award and/or a restricted share unit (“RSU”), award and shall vest over three years as follows: 33 1/3 % of the total award shall vest one year after the date of grant and the remainder shall vest thereafter in substantially equal quarterly installments during the next two years, subject to the director’s continued service on the Board through the applicable vesting date.
Annual Equity Grant: An annual equity award or awards (the “Annual Equity Grant”) shall be granted automatically
