EX-10.1



 Exhibit 10.1 

CHIASMA, INC. 
  

 
 AMENDED AND
RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 
 The purpose of this Non-Employee Director Compensation Policy of Chiasma, Inc. (the
“Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries to serve on the
Company’s Board of Directors (the “Board”). In furtherance of the purpose stated above, all non-employee directors shall be paid compensation for services provided to the Company as set forth below: 

Cash Retainers 
 Annual Retainer for Board
Membership: $35,000 for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly in advance. 
  

					
	Additional Annual Retainer for Chairman of the Board:	  	$	25,000	 
		
	Additional Retainers for Committee Membership:	  			
		
	 Audit Committee Chairperson:
	  	$	15,000	 
		
	 Audit Committee Member:
	  	$	7,500	 
		
	 Compensation Committee Chairperson:
	  	$	10,000	 
		
	 Compensation Committee Member:
	  	$	5,000	 
		
	 Nominating and Corporate Governance Committee Chairperson:
	  	$	8,000	 
		
	 Nominating and Corporate Governance Committee Member:
	  	$	4,000	 

 Equity Retainers 

Upon initial election or appointment to the Board: An initial equity grant (the “Initial Grant”) in the form of a non-qualified stock option
to purchase up to 26,000 shares of common stock, at an exercise price equal to the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of such election or appointment (the “grant date” for the Initial
Grant), which stock option shall vest ratably over three years in annual installments commencing on the grant date; provided, that, if not already vested, the Initial Grant shall vest in full on the date of the third annual meeting of stockholders
following the grant date, provided, however, that all vesting shall cease if the board member resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant
continuation of vesting.  
 Annual equity grants: On the date of the Company’s Annual Meeting of Stockholders (the “Annual
Meeting”), each continuing non-employee member of the Board who has served as a director for the previous six months will receive an annual equity grant (the “Annual Grant”) in the form a non-qualified stock option to purchase up to
13,000 shares of common equity stock, at  







 
an exercise price equal to the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of the Annual Meeting (the “grant date” for the Annual Grant),
which stock option shall vest in full (i.e., in single installment) upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting, provided, however, that all vesting shall cease if the director
resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. 

Expenses 
 The Company will reimburse all
reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee. 
 ADOPTED: March 22, 2017

 EFFECTIVE: March 22, 2017