Document

Exhibit 10.1


DATADOG, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
AMENDED AND RESTATED AS OF MAY 13, 2021 


Each member of the Board of Directors (the “Board”) of Datadog, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will be eligible to receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service.  Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Company’s 2019 Equity Incentive Plan (the “Plan”) or any successor equity incentive plan. The Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee.


1.    Annual Cash Compensation
Each Non-Employee Director will be eligible to receive the following annual cash retainers for service on the Board: 


    Annual Board Service Retainer: 
•All Non-Employee Directors: $30,000
•Lead Non-Employee Director (as applicable): $48,000 (in lieu of above) 


    Annual Committee Member Service Retainer:
•Member of the Audit Committee: $10,000
•Member of the Compensation Committee: $7,500
•Member of the Nominating and Corporate Governance Committee: $4,000


    Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):
•Chair of the Audit Committee: $20,000
•Chair of the Compensation Committee: $15,000
•Chair of the Nominating and Corporate Governance Committee: $8,000


The annual cash retainers above will be payable in equal quarterly installments in arrears on the last day of each calendar quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial calendar quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter).  All annual cash retainers will be vested upon payment.


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2.    Equity Compensation
    Each Non-Employee Director will be eligible to receive the equity compensation set forth below (as applicable).  All such equity compensation will be granted under the Plan or any successor equity incentive plan.  
(a)Elections to Receive an Equity Grant in lieu of Quarterly Cash Retainer. 
    (i)    Retainer Grant. Each Non-Employee Director may elect to convert all of his or her cash compensation under Section 1 for any calendar quarter into an RSU Award (each, a “Retainer Grant”) in accordance with this Section 2(a) (such election, a “Retainer Grant Election”).  If a Non-Employee Director timely makes a Retainer Grant Election pursuant to Section 2(a)(ii), on the first business day following the applicable Retainer Accrual Date to which the Retainer Grant Election applies, and without any further action by the Board or Compensation Committee, such Non-Employee Director automatically will be granted an RSU Award covering a number of shares of the Company’s Class A Common Stock equal to (A) the aggregate amount of cash compensation otherwise payable to such Non-Employee Director under Section 1 on the Retainer Accrual Date to which the Retainer Grant Election applies divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the applicable Retainer Accrual Date (or, if such date is not a business day, on the first business day thereafter), rounded down to the nearest whole share.  Each Retainer Grant will be fully vested on the applicable grant date.
    (ii)    Election Mechanics.  Each Retainer Grant Election must be submitted to the Company’s General Counsel in writing at least 10 business days in advance of the applicable Retainer Accrual Date, and subject to any other conditions specified by the Board or Compensation Committee.  A Non-Employee Director may only make a Retainer Grant Election during a period in which the Company is not in a quarterly or special blackout period and the Non-Employee Director is not aware of any material non-public information.  Once a Retainer Grant Election is properly submitted, it will be in effect for the next Retainer Accrual Date and will remain in effect for successive Retainer Accrual Dates unless and until the Non-Employee Director revokes it in accordance with Section 2(a)(iii) below.  A Non-Employee Director who fails to make a timely Retainer Grant Election will not receive a Retainer Grant and instead will receive the cash compensation under Section 1.
    (iii)    Revocation Mechanics. The revocation of any Retainer Grant Election must be submitted to the Company’s General Counsel in writing at least 10 business days in advance of the applicable Retainer Accrual Date, and subject to any other conditions specified by the Board or Compensation Committee.  A Non-Employee Director may only revoke a Retainer Grant Election during a period in which the Company is not in a quarterly or special blackout period and the Non-Employee Director is not aware of any material non-public information.  Once the revocation of the Retainer Grant Election is properly submitted, it will be in effect for the next Retainer Accrual Date and will remain in effect for successive Retainer Accrual Dates unless and until the Non-Employee Director makes a new Retainer Grant Election in accordance with Section 2(a)(ii).
(b)Automatic Equity Grants.  
(i)Initial Grant for New Directors.  Without any further action by the Board or Compensation Committee, each person who is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director (or, if such date is not a business day, the first business day thereafter), be granted an RSU Award 
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covering a number of shares of the Company’s Class A Common Stock equal to (A) $400,000 divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the applicable grant date, rounded down to the nearest whole share (each, an “Initial Grant”).  Each Initial Grant will vest in a series of three successive equal annual installments over the three-year period measured from the applicable grant date, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.  
(ii)Annual Grant.  Without any further action by the Board or Compensation Committee, at the close of business on the date of each annual meeting of the stockholders of the Company (each, an “Annual Meeting”), each person who is then a Non-Employee Director will automatically be granted an RSU Award (each, an “Annual Grant”) covering a number of shares of the Company’s Class A Common Stock equal to (A) $200,000 divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the date of the applicable Annual Meeting (or, if such date is not a business day, the first business day thereafter), rounded down to the nearest whole share.  Each Annual Grant will fully vest on the earlier of (1) the first anniversary of the applicable grant date and (2) the date of the first Annual Meeting following the applicable grant date, subject to the Non-Employee Director’s Continuous Service through the vesting date.
(c)Change in Control.  Notwithstanding the foregoing, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control, the shares subject to his or her then-outstanding equity awards that were granted pursuant to the Policy (and any Existing Equity Awards) will become fully vested immediately prior to the closing of such Change in Control.
(d)Remaining Terms.  The remaining terms and conditions of each RSU Award will be as set forth in the Plan and the Company’s standard RSU Award Grant Notice and RSU Award Agreement, in the form adopted from time to time by the Board or Compensation Committee. 
3.    Non-Employee Director Compensation Limit 


    Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is eligible to receive under this Policy shall be subject to the limits set forth in Section 3(d) of the Plan.


4.    Ability to Decline Compensation


A Non-Employee Director may decline all or any portion of his or her compensation under the Policy by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. 


5.    Expenses


The Company will reimburse each Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
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