EX-10.1


   

  Exhibit 10.1

   

  Effective: Upon the date of receipt of final voting results (August 15, 2022) evidencing requisite shareholder approval of non-employee director compensation proposal at 2022 Annual General Meeting through 2023 Annual General Meeting 

   

  WAVE Life Sciences Ltd.

  2022 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

   

  A.Introduction


  	 

  	The Board of Directors (the “Board”) of Wave Life Sciences Ltd. (the “Company”) has approved the following 2022 Non-Employee Director Compensation Policy (this “Policy”), which establishes compensation to be paid to non-employee directors of the Company to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Board. Except as otherwise indicated herein, this Policy shall be effective as of the date of receipt of the final voting results evidencing requisite shareholder approval of the non-employee director compensation proposal at the 2022 annual general meeting (the “Effective Date”) through the date of the Company’s 2023 annual general meeting, at which time the shareholders of the Company will be asked to approve the key parameters of a new or extended non-employee director compensation policy for the following year. Subject to receipt of shareholder approval, such new or extended policy shall take effect and that cycle will continue from annual general meeting to annual general meeting.

   

  B.Applicable Persons


   

  	This Policy shall apply to each director of the Company who is not an employee of the Company or any Affiliate (each, an “Outside Director”). “Affiliate” shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.

   

  C.Equity Compensation - Share Option Grants 


   

  	All share amounts set forth herein shall be subject to automatic adjustment in the event of any share split or other recapitalization affecting the Company’s ordinary shares (the “Ordinary Shares”) following the Effective Date. 

   

  (1)Initial Share Option Grants for Newly Appointed or Elected Directors


   

  	Each new Outside Director appointed or elected on or after the Effective Date shall be granted a non-qualified share option to purchase 42,000 Ordinary Shares under the Company’s then-effective equity incentive plan (the “Equity Incentive Plan”), on the date of their initial appointment or election to the Board (an “Initial Share Option Grant”). Initial Share Option Grants shall (i) vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date, subject to the Outside Director’s continued service on the Board; provided that such options shall become exercisable in full immediately prior to and contingent upon the closing of a Change of Control of the Company (as defined in the applicable award agreement); (ii) have an exercise price equal to the fair market value of the Ordinary Shares on the grant date; (iii) expire and no longer be exercisable after the five-year anniversary of the grant date; and (iv) contain such other terms and conditions as the Board or the Compensation Committee shall determine.

   

  (2)Refresh Share Option Grants for Long-Term Service


   

  	Section 77 of the Companies Act (Cap. 50 of Singapore) (“Companies Act”) imposes a five-year maximum term for share options granted to non-employee directors of public companies (as defined in the Companies Act). Due to this limitation, on the Effective Date, subject to receiving shareholder approval at the 2022 annual general 

   

  

   

  meeting, each Outside Director who holds an initial share option that was granted in connection with their initial appointment or election to the Board and which has an expiration date within twelve months following the 2022 annual general meeting shall be granted a non-qualified share option to purchase 42,000 Ordinary Shares under the Equity Incentive Plan (a “Refresh Share Option Grant”). Refresh Share Option Grants shall (i) vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date, subject to the Outside Director’s continued service on the Board; provided that such options shall become exercisable in full immediately prior to and contingent upon the closing of a Change of Control of the Company (as defined in the applicable award agreement); (ii) have an exercise price equal to the fair market value of the Ordinary Shares on the grant date; (iii) expire and no longer be exercisable after the five-year anniversary of the grant date; and (iv) contain such other terms and conditions as the Board or the Compensation Committee shall determine.

   

  (3)Annual Share Option Grants


   

  On the Effective Date, subject to receiving shareholder approval at the 2022 annual general meeting, each Outside Director (other than an Outside Director receiving an Initial Share Option Grant or a Refresh Share Option Grant) shall be granted a non-qualified share option to purchase 21,000 Ordinary Shares under the Equity Incentive Plan (an “Annual Share Option Grant”). Annual Share Option Grants shall (i) vest as to 100% of the shares on the earlier of the 2023 annual general meeting or the first anniversary of the grant date, subject to the Outside Director’s continued service on the Board during that period; provided that such options shall become exercisable in full immediately prior to and contingent upon the closing of a Change of Control of the Company (as defined in the applicable award agreement); (ii) have an exercise price equal to the fair market value of the Ordinary Shares on the grant date; (iii) expire and no longer be exercisable after the five-year anniversary of the grant date; and (iv) contain such other terms and conditions as the Board or the Compensation Committee shall determine.

   

  For the avoidance of doubt, an Outside Director shall be eligible to receive only one type of option grant on the Effective Date, which shall be an Initial Share Option Grant, a Refresh Share Option Grant or an Annual Share Option Grant.

   

  D.Cash Compensation 


   

  (1)Annual Cash Fees


   

  The following annual cash fees shall be paid to the Outside Directors serving on the Board and the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Research and Development Committee, as applicable.   

   

  			
	Board or Committee of Board
	Annual Amount for Chair
	Annual Amount for Member

	Board
	$75,000
	$40,000

	Audit Committee
	$18,000
	$9,000

	Compensation Committee
	$15,000
	$7,500

	Nominating and Corporate Governance Committee
	$15,000
	$7,500

	Research and Development Committee 
	$15,000
	$7,500



   

  (2)Payment Terms for All Cash Fees


   

  	Except as otherwise indicated herein, cash fees payable to Outside Directors shall be paid quarterly in arrears as of the last day of each fiscal quarter commencing on the later of the Effective Date or an Outside Director’s first election or appointment to the Board, prorated from the Effective Date or such Outside Director’s election or appointment date, as applicable. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash fee on a prorated basis through their last day of Board service.

   

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  E.Expenses


   

  	Upon presentation of documented expenses, reasonably satisfactory to the Company, each Outside Director shall be reimbursed for their reasonable, documented out-of-pocket business expenses incurred in connection with attending meetings of the Board and Committees thereof, or general meetings of shareholders, or in connection with other business related to their Board service. 

   

  F.Amendments


   

  	The Compensation Committee or the Board, as appropriate, shall review this Policy from time to time to assess whether any changes in the type or amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy, provided, however, that changes to this Policy which require shareholder approval under applicable law shall require such shareholder approval to be obtained before taking effect.

   

   

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