Exhibit 10.1


 


AppHarvest,
Inc.


Non-Employee
Director Compensation Policy


 


Adopted: March 23, 2021


 


Each member of the Board of
Directors (the “Board”) of AppHarvest, Inc. (the “Company”) who is not an employee
of the Company (each, a “Non-Employee Director”) will receive the compensation described in this Non-Employee
Director Compensation Policy (this “Director Compensation Policy”) for his or her Board service, subject to
the terms and conditions set forth herein.


 


This Director Compensation Policy may be amended
or modified, or any provision of it waived, at any time in the sole discretion of the Board or the Compensation Committee of the Board
(the “Compensation Committee”).


 


Annual Cash Compensation


 


This Director Compensation
Policy will be effective as of the date of its adoption, as set forth above (the “Effective Date”). The annual
cash compensation amounts will be payable in equal quarterly installments in arrears following the end of each fiscal quarter in which
the service occurs, prorated for any partial months of service, with the first payment being retroactive to January 29, 2021.


 


Commencing on the Effective
Date, each Non-Employee Director will be eligible to receive the following annual cash retainers for service on the Board (as applicable):


 


(a)            All Eligible Directors: $75,000


 


(b)            Non-Executive Chair: $50,000 (in addition to regular Annual Board Service Retainer)


 


Equity Compensation


 


Commencing on the Effective
Date, each eligible Non-Employee Director will be eligible to receive the equity compensation set forth below. Equity awards will be granted
under the Company’s 2021 Equity Incentive Plan (the “Plan”).


 


(a)            Automatic
Equity Grants. Without any further action of the Board or Compensation Committee, at the close of business on the date of each Annual
Meeting of the Company’s Stockholders following the Effective Date (the “Annual Meeting”), each person
who is then a Non-Employee Director, will automatically receive a restricted stock unit (“RSU”) award having
a value of $100,000 (the “Annual RSU”). Each Annual RSU will vest on the date of the following year’s
Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if the Non-Employee Director’s
service as a director ends at such meeting as a result of the director’s failure to be re-elected or the director not standing for
re-election).


 


(b)            Vesting;
Change of Control. The vesting of each Annual RSU is subject to the Non-Employee Director’s Continuous Service (as defined
in the Plan) on the applicable vesting date of each such award. 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 (as defined in the
Plan), such Non-Employee Director’s then-outstanding Annual RSU will become fully vested immediately prior to the closing of
such Change in Control. The grants will be eligible for deferred settlement in accordance with such deferral program as may be
established by the Company and approved by the Board.


 






     

     


    

 


(c)            Calculation of Value of an RSU Award. The value of an RSU award to be granted under this Director
Compensation Policy will be determined based on the unweighted average closing price of a share of the Company’s Common Stock over
the thirty (30) consecutive trading day period immediately preceding the date that is five (5) trading days prior to the date of grant
of such award. 


 


(d)            Remaining Terms. The remaining terms and conditions of each RSU award, including transferability,
will be as set forth in the Company’s Restricted Stock Unit Award Notice and Agreement, in the form adopted from time to time by
the Board or Compensation Committee. 


 


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 Director
Compensation Policy shall be subject to the limits set forth in the Plan.


 


Ability to Decline Compensation


 


A Non-Employee Director may
decline all or any portion of his or her compensation under this Director Compensation 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.


 


Expenses


 


The Company will reimburse
each Non-Employee Director for any ordinary and reasonable out-of-pocket expenses actually incurred by such director in connection with
in-person attendance at and participation in Board and committee meetings; provided, that such 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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