Exhibit 10.1

BioXcel Therapeutics, Inc.

 

Non-Employee Director Compensation Program

 

Non-employee members of the board of directors (the “Board”) of BioXcel Therapeutics, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).  The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company and subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below).  This Program shall remain in effect until it is revised or rescinded by further action of the Board.  This Program may be amended, modified or terminated by the Board at any time in its sole discretion.  The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors, except for equity compensation previously granted to a Non-Employee Director.    

Cash Compensation

The schedule of annual retainers (the “Annual Retainers”) for the Non-Employee Directors is as follows:

 

 

Position

Amount

Base Board Fee

$60,000

Chair of the Board or Lead Independent Director

$30,000

Chair of Audit Committee

$20,000

Chair of Compensation Committee

$10,000

Chair of Nominating and Corporate Governance Committee

$7,000

Member of Audit Committee (non-Chair)

$7,500

Member of Compensation Committee (non-Chair)

$5,000

Member of Nominating and Corporate Governance Committee (non-Chair)

$3,500

 

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For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter.  In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.    

 

Equity Compensation 

Each Non-Employee Director shall be granted options to purchase shares of the Company’s common stock (each, an “Option”) as set forth in this Program. Each Option shall be granted under and subject to the terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be subject to an award agreement, including attached exhibits, in substantially the form previously approved by the Board.  

A.         Option Grant.  A Non-Employee Director who (i) is initially elected or appointed to the Board at an annual meeting of the Company’s stockholders or (ii) has been serving as a Non-Employee Director on the Board as of the date of any annual meeting of the Company’s stockholders and will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted an Option to purchase 20,000 shares of the Company’s common stock on the date of such annual meeting.    

 

B.         Terms of Options Granted to Non-Employee Directors.

1.         Exercise PriceThe per-share exercise price of each Option granted to a Non-Employee Director shall equal the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date the Option is granted. 

2.         Vesting.  Each Option shall vest and become exercisable on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.   

3.         Forfeiture of Options.  Unless the Board otherwise determines, any portion of an Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable.  All of a Non-Employee Director’s Options shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

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4.         Term.  The maximum term of each Option granted to a Non-Employee Director hereunder shall be ten (10) years from the date the Option is granted.

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