Exhibit 10.1
ATEA PHARMACEUTICALS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
(Effective June 15, 2023)
Non-employee members of the board of directors (the “Board”) of Atea Pharmaceuticals, 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 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. This Program shall remain in effect until it is revised or rescinded by further action of the Board.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. As of the effective date stated above (the “Effective Date”), 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.
$15,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Compensation Committee shall receive an additional annual retainer of
$7,500 for such service.
US-DOCS\118308717.8
US-DOCS\118308717.8
Corporate Governance Committee shall receive an additional annual retainer of $5,000 for such service.
Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be 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 granted subject to award agreements, including attached exhibits, in substantially the form previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock options hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement.
(b) the quotient obtained by dividing $168,625 by the Reference Price. The awards described in this Section II(B) shall be referred to as “Subsequent Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the
US-DOCS\118308717.8
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.
For purposes of this Section II, “Black-Scholes Value” means the per share fair value of the Initial Award or Subsequent Award, as applicable, determined as of the applicable date of grant of such Initial Award or Subsequent Award using the Black-Scholes or other option pricing model that the Company most recently applied when valuing grants of options with service- based vesting conditions for purposes of 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 Reference Price and (ii) such other assumptions as determined by the Company’s principal accounting officer on or before such date of grant. “Reference Price” means the closing price of one (1) share of the Company’s common stock on the date of grant.
US-DOCS\118308717.8
occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.
* * * * *
US-DOCS\118308717.8