EX-10.13



 Exhibit 10.13 

G1 THERAPEUTICS, INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 
 The Board of Directors of G1 Therapeutics, Inc. (the
“Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”) which establishes compensation to be paid to
non-employee directors of the Company, effective upon the completion of the Company’s initial public offering (“Effective Time”), to provide an inducement to obtain and retain the
services of qualified persons to serve as members of the Company’s Board of Directors. 
 Applicable Persons 

This Policy shall apply to each director of the Company who is not an employee of the Company or any Affiliate (each, a “Non-Employee Director”). “Affiliate” shall mean an entity 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. 
 Stock Option Grants 

All stock option amounts set forth herein shall be subject to automatic adjustment in the event of any stock split or other recapitalization
affecting the Company’s common stock. 
 Annual Stock Option Grants 

Annually, each Non-Employee Director shall be granted a
non-qualified stock option to purchase the number of shares of the Company’s common stock equal to 0.037% of the Company’s outstanding common stock under the Company’s 2017 Employee, Director
and Consultant Equity Incentive Plan (the “Stock Plan”) on the date of the first meeting of the Board of Directors held following the Company’s annual meeting of stockholders. 

Initial Stock Option Grant For Newly Appointed or Elected Directors 

Each new Non-Employee Director shall be granted a non-qualified
stock option to purchase the number of shares of the Company’s common stock equal to 0.073% of the Company’s outstanding common stock under the Stock Plan at the first regularly scheduled meeting of the Board of Directors on or after his
or her initial appointment or election to the Board of Directors. 
 Terms for All Option Grants 

Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all options granted under this Policy
shall (i) have an exercise price equal to the fair market value of the Company’s common stock as determined in the Stock Plan on the grant date; (ii) terminate ten years after the grant date and (iii) contain such other terms and
conditions as set forth in the form of option agreement approved by the Board of Directors or the Compensation Committee prior to the grant date. Subject to the continued service of each Non-Employee Director
and unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, each annual stock option grant shall vest on the first anniversary of the date of grant and each initial stock option grant shall vest in
equal monthly installments following the date of grant until the third anniversary of the grant date. 







 Annual Fees 

Each Non-Employee Directors serving on the Board of Directors and the Audit Committee, Compensation
Committee and/or Nominating and Corporate Governance Committee, as applicable, shall be entitled to the following annual amounts (the “Annual Fees”): 
  

									
	 Board of Directors or
Committee of Board of
Directors
	  	Annual Retainer Amount for
Member	 	  	Annual Retainer Amount for
Chair	 
	 Board of Directors
	  	$	35,000	 	  	$	25,000	 
	 Audit Committee
	  	$	7,500	 	  	$	15,000	 
	 Compensation Committee
	  	$	5,000	 	  	$	10,000	 
	 Nominating and Corporate Governance Committee
	  	$	3,750	 	  	$	7,000	 

 Except as otherwise set forth in this Policy, all Annual Fees shall be paid for the period from January 1
through December 31 of each year. Such Annual Fees shall be paid in cash. 
 Payments 

Payments payable to Non-Employee Directors shall be paid quarterly in arrears promptly following the
end of each fiscal quarter, provided that (i) the amount of such payment shall be prorated for any portion of such quarter that such director was not serving on the Board or a committee and (ii) no fee shall be payable in respect of any
period prior to the date such director was elected to the Board or a committee. 
 Expenses 

Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each
Non-Employee Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with
attending meetings of the Board of Directors and committees thereof or in connection with other business related to the Board of Directors. 
 Amendments

 The Compensation Committee shall periodically review this Policy to assess whether any amendments in the type and amount of
compensation provided herein should be made and shall make recommendations to the Board of Directors for its approval of any amendments to this Policy. 

  
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