Centrexion Therapeutics S1/A IPO registration (amended) | SEC 5 Nov 18

Exhibit 10.4

CENTREXION THERAPEUTICS CORPORATION

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Non-employee members of the board of directors (the “Board”) of Centrexion Therapeutics Corporation (the “Company”) shall receive cash and equity compensation as set forth in thisNon-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 suchNon-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board.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 itsNon-Employee Directors, except for equity compensation previously granted to aNon-Employee Director. This Program shall become effective on the date of the effectiveness of the Company’s Registration Statement onForm S-1 relating to the initial public offering of common stock (the “Effective Date”).

CASH COMPENSATION

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


Position	Amount
Base Board Fee	$	40,000
Chairman of the Board	$	35,000
Chair of Audit Committee	$	15,000
Chair of Compensation Committee	$	12,000
Chair of Nominating and Corporate Governance Committee	$	8,000
Member of Audit Committee(non-Chair)	$	7,500
Member of Compensation Committee(non-Chair)	$	6,000
Member of Nominating and Corporate Governance Committee	$	4,000

For the avoidance of doubt, the Annual Retainers in the table above are additive and aNon-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 aNon-Employee Director does not serve as aNon-Employee Director, or in the applicable position, for an entire calendar quarter, the retainer paid to suchNon-Employee Director shall be prorated for the portion of such calendar quarter actually served as aNon-Employee Director, or in such position, as applicable. In addition, the Annual Retainers will be prorated for the first calendar quarter in which the Effective Date occurs, which proration will be based on the number of days of the calendar quarter remaining in such quarter after the Effective Date.

OPTION ELECTION

Beginning with Annual Retainers earned in 2019, eachNon-Employee Director may elect (an “Option Election”) to receive stock options to purchase shares of the Company’s common stock (the “Elective Options”) in lieu of all (or a portion) of the amount of theNon-Employee Director’s Annual Retainer. An Option Election must be made by submitting an Option Election in the form determined by the Company (an “Option Election Form”) to the Company’s Chief Financial Officer or his or her delegate no later than the date specified by the Company. An Option Election shall become effective only with respect to the Annual Retainer earned in the calendar year following the calendar year in which the Option Election Form is received by the Company; provided, that, an Option Election may be made by aNon-Employee Director nominee (who is not, at the time of nomination, an incumbent or formerNon-Employee Director) prior to or within thirty (30) days following the date the nominee commences services as aNon-Employee Director and such Option Election shall be effective for Annual Retainer amounts earned following the later of the date the nominee commences services as aNon-Employee Director and the date the Option Election Form is provided to the Company’s Chief Financial Officer or his or her delegate. An Option Election may apply to more than one calendar year, shall become effective and binding on theNon-Employee Director once the calendar year to which the Option Election applies has commenced and once made, is irrevocable and may not be changed with respect to any Annual Retainer paid to theNon-Employee Director for such calendar year.

Each Elective Option shall be automatically granted on January 1^st of the applicable calendar year with respect to which the related Annual Retainer is scheduled to be earned (the “Applicable Year”) and the number of Elective Options shall be determined by dividing (i) the Annual Retainer or portion thereof subject to the Option Election for theNon-Employee Director, by (ii) the Elective Option’s Black-Scholes Value (defined below), rounded down to the nearest whole share; provided, that, in the event the Board increases the Annual Retainer during a calendar year, the Elective Option related to such increased Annual Retainer for such calendar year shall be automatically granted on the effective date of the increase in the Annual Retainer and the number of such additional Elective Options shall be determined by dividing (i) the additional Annual Retainer or a proportion thereof of the Annual Retainer that was subject to the Option Election for such calendar year payable to theNon-Employee Director, by (ii) the Elective Option’s Black-Scholes Value, rounded down to the nearest whole share.

EQUITY COMPENSATION

EachNon-Employee Director shall be granted the following options to purchase the Company’s common stock (each, an “Option”) under and subject to the terms and provisions of the Company’s 2018 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”). Each Option shall be granted subject to an award agreement, including attached exhibits, in substantially the form previously approved by the Board. For the avoidance of doubt, the number of shares subject to the Options set forth below are after giving effect to the reverse stock split of the Company’s common stock that is expected to occur in connection with the initial public offering of the Company’s common stock and the number of shares subject to the Options shall be subject to adjustment as provided in the Equity Plan.


*Initial Option*		20,000 shares
*Subsequent Option*		10,000 shares

A. Initial Options. EachNon-Employee Director who is initially elected or appointed to the Board after the Effective Date shall receive the Initial Option on the date of such initial election or appointment. NoNon-Employee Director shall be granted more than one Initial Option.

B. Subsequent Options. ANon-Employee Director who (i) served as aNon-Employee Director on the Effective Date or has been serving as aNon-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders after the Effective Date and (ii) will continue to serve as aNon-Employee Director immediately following such meeting, shall be automatically granted a Subsequent Option on the date of such annual meeting. For the avoidance of doubt, aNon-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Subsequent Award on the date of such meeting as well.

C. Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Options, but to the extent that they are otherwise entitled, will receive, after termination of employment with the Company and any parent or subsidiary of the Company, Subsequent Options.

D. Terms of Options Granted toNon-Employee Directors.

1. Exercise Price. Theper-share exercise price of each Option and Elective Option granted to aNon-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 or Elective Option, as applicable, is granted.

2. Vesting.

a. Initial Options. Each Initial Option shall vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to theNon-Employee Director continuing in service as aNon-Employee Director through each such vesting date.

b. Subsequent Options. Each Subsequent 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 theNon-Employee Director continuing in service as aNon-Employee Director through such vesting date.

c. Elective Option. Each Elective Option shall vest and become exercisable as to 25% of the shares subject to the Elective Option on March 31^st, June 30^th, September 30^th and December 31^st of the Applicable Year (each, an “Elective Option Vesting Date”), subject to theNon-Employee Director continuing in service as aNon-Employee Director through the applicable vesting date, provided that, in the event aNon-Employee Director does not serve as aNon-Employee Director, or in the applicable position, for an entire calendar quarter, the Elective Option will become vested and exercisable as to the portion of the Elective Option obtained by multiplying (x) the portion of the Elective Option that would have otherwise vested if theNon-Employee Director had remained in service on the following Elective Option Vesting Date by (y) a fraction (I) the numerator of which is the number of days in the calendar quarter prior to theNon-Employee Director’s termination of service and (II) the denominator of which is the number of days in the calendar quarter in which theNon-Employee Director’s termination of service occurs.

d. Forfeiture of Options. Unless the Board otherwise determines, any portion of an Initial Option, Subsequent Option or Elective Option which is unvested or unexercisable at the time of aNon-Employee Director’s termination of service on the Board as aNon-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of aNon-Employee Director’s Initial Options, Subsequent Options and Elective 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.

3. Term. The maximum term of each option granted to aNon-Employee Director hereunder shall be ten (10) years from the date the option is granted.

4. Black-Scholes Value. “Black-Scholes Value” means with respect to an option, the per share fair value of the option determined as of the option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model (i) the Fair Market Value of a share of common stock on the option’s date of grant and (ii) such other assumptions as were reported by the Company in the Financial Statements for the most recent period covered by the Financial Statements (and if any such assumptions were reported as a range of values, using the arithmetic mean of the reported values).

Notwithstanding anything in this Program to the contrary, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of stock options granted to aNon-Employee Director as compensation for services as aNon-Employee Director during any fiscal year of the Company may not exceed $750,000 (the “NED Limit”), increased to $1,100,000 in the fiscal year in which the Effective Date occurs or in the fiscal year of aNon-Employee Director’s initial service as aNon-Employee Director. The NED Limit shall be applied to reduce compensation in the following order: (A) reduction in any Initial Option granted during such year; (B) reduction in any Subsequent Option granted during such year; (C) reduction on apro-rata basis of any cash, Elective Option or other compensation, payments or benefits that are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and (D) reduction of any cash, Elective Option or other compensation, payments or benefits otherwise payable to theNon-Employee Director on apro-rata basis or such other manner that complies with Section 409A. The Board may make exceptions to the NED Limit in extraordinary circumstances, as the Board may determine in its discretion, provided that theNon-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involvingNon-Employee Directors.

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Centrexion Therapeutics S-1/AIPO registration (amended)