Exhibit 10.10
ALX ONCOLOGY HOLDINGS INC.
OUTSIDE DIRECTOR COMPENSATION POLICY
ALX Oncology Holdings Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company (“Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity awards to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended from time to time (the “Plan”), or if the Plan no longer is in use at the time of the grant of an equity award, the meaning given such term or similar term in the equity plan then in place under which the equity award is granted. Outside Directors will be solely responsible for any tax obligations they incur as a result of the cash and equity compensation received under this Policy.
1. Effective Date. This Policy will be effective as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities (such date, the “Effective Date”).
2. Cash Compensation
(a) Board Member Annual Cash Retainer. Each Outside Director will be paid an annual cash retainer of $40,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board.
(b) Board Committee Annual Cash Retainer. As of the Effective Date, each Outside Director who serves as the non-employee chair of the Board, or the chair or a member of a committee of the Board, will be eligible to earn additional annual fees as follows:
Non-employee Chair of the Board: | $ | 30,000 | ||
Audit Committee Chair: | $ | 20,000 | ||
Audit Committee Member: | $ | 7,500 | ||
Compensation Committee Chair: | $ | 10,000 | ||
Compensation Committee Member: | $ | 5,000 | ||
Corporate Governance and Nominating Committee Chair: | $ | 8,000 | ||
Corporate Governance and Nominating Committee Member: | $ | 4,000 |
For clarity, each Outside Director who serves as the chair of a committee will not receive both the additional annual fee as the chair of the committee and the additional annual fee as a member of the committee, provided, for clarity, that the Outside Director who serves as the non-employee chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director.
(c) Payment Timing and Proration. Each annual cash retainer under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity during the applicable fiscal quarter of the Company (“Fiscal Quarter”), and such payment will be made no later than thirty (30) days following the end of such Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the “Initial Period”) will receive a prorated payment of the quarterly installment of the applicable annual cash retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.
3. Equity Compensation. Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3(b) and 3(c) of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
(a) No Discretion. No person will have any discretion to select which Outside Directors will be granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Section 11 below).
(b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Option (an “Initial Award”) to purchase 158,000 Shares (which for clarity, will be adjusted pursuant to Section 8 for any reverse stock split to occur prior to the Effective Date in connection with the Company’s initial public offering). The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the “Initial Start Date”), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. If an individual was an Inside Director, becoming an Outside Director due to termination of the individual’s status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to one thirty-sixth (1/36th) of the Shares subject at grant to the Initial Award on a monthly basis following the Initial Award’s grant date on the same day of the month as such grant date (or the last day of the month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date.
(c) Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director automatically will be granted an Option (the “Annual Award”) to purchase 79,000 Shares (which for clarity, will be adjusted pursuant to Section 8 for any reverse stock split to occur prior to the Effective Date in connection with the Company’s initial public offering), provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately before such Annual Meeting, then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award’s grant date during the twelve (12) month period
- 2 -
immediately preceding such Annual Meeting (with any resulting fractional Share rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to one-twelfth (1/12th) of the Shares subject at grant to the Annual Award on a monthly basis following the Annual Award’s grant date on the same day of the month as such grant date (or the last day of the month, if there is no corresponding day in such month), or if earlier, the day before the date of the next Annual Meeting that occurs after the grant date of the Annual Award, subject to the Outside Director remaining a Service Provider through the applicable vesting date.
(d) Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award will be as follows:
(1) The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan.
(2) Each Initial Award and Annual Award will have a per Share exercise price equal to one hundred percent (100%) of the Fair Market Value per Share on the grant date.
4. Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards, including any Initial Award and Annual Award, provided that the Outside Director continues to be an Outside Director through the date of such Change in Control.
5. Annual Compensation Limit. No Outside Director may be granted Awards with Values, and be provided any other compensation (including without limitation any cash retainers or fees) with amounts that, in any Fiscal Year, in the aggregate, exceed $1,000,000. Any Awards or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or (b) before the Registration Date, will be excluded for purposes of this Section 5. For purposes of this Policy, “Value” means grant date fair value determined in accordance with U.S. generally accepted accounting principles.
6. Travel Expenses. Each Outside Director’s reasonable, customary and documented travel expenses to meetings of the Board and its committees, as applicable, will be reimbursed by the Company.
7. Additional Provisions. All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors. Each Award granted under this Policy will be granted under the Plan and will be subject to the applicable Award Agreement adopted by the Board or its Compensation Committee for use under the Plan.
8. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number, class, and price of shares of stock issuable pursuant to Awards granted under this Policy.
- 3 -
9. Section 409A. In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (i) the fifteenth (15th) day of the third (3rd) month following the end of the Company’s taxable year in which the compensation is earned or expenses are incurred, as applicable, or (ii) the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term deferral” exception under Section 409A. It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company or any of its Parent or Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless an Outside Director (or any other person) for any taxes imposed or other costs incurred as a result of Section 409A.
10. Stockholder Approval. This Policy will be subject to approval by the Company’s stockholders.
11. Revisions. The Board may amend, alter, suspend or terminate this Policy at any time and for any reason, including without limitation changing the terms of Initial Awards and Annual Awards. Further, the Board may provide for cash, equity, or other compensation to Outside Directors in addition to the compensation provided under this Policy. No amendment, alteration, suspension or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company. Termination of this Policy will not affect the Board’s or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect to Awards granted under the Plan pursuant to this Policy before the date of such termination.
* * *
- 4 -
