Exhibit 10.13


 



EDGEWISE THERAPEUTICS, INC.


 





OUTSIDE DIRECTOR COMPENSATION POLICY


 


Edgewise Therapeutics, Inc.
(the “Company”) believes that the granting of equity and cash compensation to members of the Company’s
Board of Directors (the “Board,” and members of the Board, “Directors”) represents an
effective tool to attract, retain and reward Directors who are not employees of the Company (“Outside Directors”).
This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy
regarding cash compensation and grants of equity awards to its Outside Directors. Unless otherwise defined herein, capitalized
terms used in this Policy will have the meaning given such term in the Company’s 2021 Equity Incentive Plan, as amended from
time to time, or if such plan no longer is in use at the time of the grant of an equity award, the meaning given such term or similar
term in the equity plan then in place under which the equity award is granted (the “Plan”). Each Outside Director
will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity awards and cash
and other compensation such Outside Director receives under this Policy.


 


1.          Effective
Date. This Policy will be effective as of the effective date of the first registration statement that is filed by the Company
and declared effective pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, with respect
to any class of the Company’s securities (such date, the “Effective Date”).


 


2.            Cash
Compensation


 


2.1            Board
Member Annual Cash Retainer. Each Outside Director will be paid an annual cash retainer of $35,000. There are no per-meeting
attendance fees for attending Board meetings or meetings of any committee of the Board.


 


2.2            Additional
Annual Cash Retainers. As of the Effective Date, each Outside Director who serves as the Chair of the Board, or the chair or
a member of a committee of the Board, will be eligible to earn additional annual fees as follows:


 


	Non-Executive Chair of the Board:	 	$	30,000	 
	Audit Committee Chair:	 	$	15,000	 
	Audit Committee Member:	 	$	7,500	 
	Compensation Committee Chair:	 	$	10,000	 
	Compensation Committee Member:	 	$	5,000	 
	Nominating and Corporate Governance Committee Chair:	 	$	8,000	 
	Nominating and Corporate Governance Committee Member:	 	$	4,000	 



 


For clarity, each Outside
Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not
the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves
as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside
Director.


 



    	 		



     


    




 


2.3           Payment
Timing and Proration. Each annual cash retainer (a “Annual Cash Retainer”) under this Policy will be
paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time
during the immediately preceding fiscal quarter of the Company (“Fiscal Quarter”), and such payment will
be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an
Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only
a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable
Annual Cash Retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served
in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an
applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the
Effective Date (the “Initial Period”), as applicable, will receive a prorated payment of the quarterly
installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that
such Outside Director has served in the relevant capacities.


 


2.4           Election
to Receive Fully Vested Stock. Subject to complying with the Retainer Award Election Mechanics below, each Outside Director
may elect to convert all of his or her Annual Cash Retainer with respect to services performed in a future calendar year and otherwise
scheduled to be paid following the completion of those services into an award of fully-vested Shares granted under the Plan (“Retainer
Award” and such election, a “Retainer Award Election”). If an Outside Director elects to convert his
or her Annual Cash Retainer into a Retainer Award, the Retainer Award will be issued automatically and quarterly (such portion
of the Retainer Award, a “Quarterly Retainer Award”) in arrears on a prorated basis on the first Trading Day
following the end of such immediately preceding Fiscal Quarter. The number of Shares subject to a Quarterly Retainer Award will
be determined by dividing the amount of the Annual Cash Retainer that would otherwise be payable with respect to such immediately
preceding Fiscal Quarter by the Fair Market Value of a Share on the issuance date (as determined in accordance with the Plan),
rounded to the nearest whole Share using standard rounding principles. The “Retainer Award Election Mechanics”
are set forth below:


 


2.4.1          Each
Retainer Award Election must be submitted to the Company’s General Counsel in the form and manner specified by the Board
or Compensation Committee. An individual who fails to make a timely Retainer Award Election shall not receive a Retainer Award
for the next calendar year, and instead shall receive the applicable Annual Cash Retainer for such calendar year. Once a Retainer
Award Election is validly submitted, it will remain in effect with respect to all subsequent Annual Cash Retainers related to future
calendar years unless the applicable Outside Director revokes such election as provided herein.


 


2.4.2            Retainer
Award Elections must comply with the following timing requirements:


 


    (a)            Initial
Election. Each individual who first becomes an Outside Director (the date such individual first becomes an Outside Director,
the “Initial Director Date”) may make a Retainer Award Election with respect to Annual Retainer Cash Payments
payable to such Outside Director in the following calendar year (the “Initial Election”). The Initial Election
must be submitted to the Company’s General Counsel within the Company’s next open trading window following the Initial
Director Date that occurs in the same calendar year (the last day of such trading window, the “Initial Election Deadline”),
and, except as provided in subsection (c) below, the Initial Election shall become irrevocable effective as of the Initial
Election Deadline, provided that if no open trading window occurs in the same calendar year following the Initial Director Date,
such Outside Director will not be eligible to make an Initial Election in such calendar year.


 



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    (b)            Annual
Election. Following the calendar year containing the Initial Director Date, each Outside Director may make a Retainer Award
Election with respect to Annual Retainer Cash Payments payable to such Outside Director in the following calendar year (the “Annual
Election”). The Annual Election must be submitted to the Company’s General Counsel within the Company’s fourth
quarter open trading window (the “Fourth Quarter Trading Window”) of the calendar year preceding the calendar
year to which the Annual Retainer Cash Payments relate (the last day of such trading window, the “Annual Election Deadline”),
and, except as provided in subsection (c) below, the Annual Election shall become irrevocable effective as of the Annual Election
Deadline, provided that if such calendar year does not contain a Fourth Quarter Trading Window, Outside Directors will not be eligible
to make an Annual Election in such calendar year.


 


    (c)            Revocation.
Following the calendar year containing the Initial Director Date, an Outside Director may revoke his or her Retainer Award Election
during a Fourth Quarter Trading Window with respect to Annual Retainer Cash Payments related to future calendar years. If a calendar
year does not contain a Fourth Quarter Trading Window, Outside Directors will not be eligible to revoke a Retainer Award Election
in such calendar year.


 


3.         Equity
Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under
the Plan, including discretionary Awards not covered under this Policy, subject to Section 5 hereof. All grants of Awards
to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise
provided herein, and will be made in accordance with the following provisions:


 


3.1           No
Discretion. No person will have any discretion to select which Outside Directors will be granted Annual Awards (as defined
below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.5.4
and 10 below).


 


3.2           Initial
Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an
Option (an “Initial Award”) to purchase Shares with grant date fair value as determined in accordance with U.S.
generally accepted accounting principles (the “Grant Value”) equal to $500,000. The grant date of the Initial
Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first
date as an Outside Director, the “Initial Start Date”), whether through election by the stockholders of the
Company or appointment by the Board to fill a vacancy. If an individual was an Employee-Director, becoming an Outside Director
due to termination of the individual’s status as an Employee will not entitle the Outside Director to an Initial Award. Each
Initial Award will be scheduled to vest as to one thirty-sixth (1/36th) of the Shares subject to the Initial Award on a monthly
basis following the Initial Award’s grant date on the same day of the month as such grant date (or on the last day of the
month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the
applicable vesting date.


 



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3.3           Annual
Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual
Meeting”) that occurs after the Effective Date, each Outside Director automatically will be granted an Option to purchase
Shares with a Grant Value equal to $250,000 (the “Annual Award”). The Annual Award will be scheduled to vest
in full upon the first anniversary of the date of grant or, if earlier, the day immediately before the date of the next Annual
Meeting that occurs after the Annual Award’s grant date, subject to the Outside Director remaining a Service Provider through
the applicable vesting date.


 


3.4           Additional
Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award will be as follows.


 


3.4.1        The
term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the
Plan.


 


3.4.2         The
per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market
Value per Share on such Award’s grant date.


 


3.4.3            Each
Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form
of Award Agreement previously approved by the Board or its Committee, as applicable, for use thereunder.


 


3.4.4          The
Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Initial Awards and Annual
Awards granted pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award.


 


4.           Change
in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity
awards as of immediately prior to the Change in Control, including any Initial Award and Annual Award, provided that the Outside
Director continues to be an Outside Director through the date of such Change in Control.


 


5.           Annual
Compensation Limit. No Outside Director may be granted, in any Fiscal Year, Awards with values (based on their grant date fair
value determined in accordance with U.S. generally accepted accounting principles), and be provided any other compensation (including
without limitation any cash retainers or fees) in amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided
that such amount is increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards
or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as
a Consultant other than as an Outside Director, or (b) prior to the Registration Date, will be excluded for purposes of this
Section 5.


 


6.             Travel
Expenses. Each Outside Director’s reasonable, customary and properly documented travel expenses to meetings of the Board
and any of its committees, as applicable, will be reimbursed by the Company.


 


7.            Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification,
repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company
affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to
prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will
adjust the number and class of the shares of stock issuable pursuant to Awards that may be granted pursuant to Section 3
of this Policy.


 



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8.            Section 409A.
In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (a) the
fifteenth (15th) day of the third (3rd) month following the end of the Company’s taxable year in which the compensation
is earned or expenses are incurred, as applicable, or (b) the fifteenth (15th) day of the third (3rd) month following the
end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term
deferral” exception under Section 409A. It is the intent of this Policy that this Policy and all payments hereunder
be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided
hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein
will be interpreted to be so exempt or comply. In no event will the Company or any of its Parents or Subsidiaries have any responsibility,
liability, or obligation to reimburse, indemnify, or hold harmless an Outside Director (or any other person) for any taxes imposed,
or other costs incurred, as a result of Section 409A.


 


9.            Stockholder
Approval. The initial adoption of this Policy will be subject to approval by the Company’s stockholders prior to the
Effective Date. Unless otherwise required by applicable law, following such approval, this Policy will not be subject to approval
by the Company’s stockholders, including, for clarity, as a result of or in connection with any action taken with respect
to this Policy as contemplated in Section 10.


 


10.         Revisions.
The Board or any committee of the Board that has been designated appropriate authority with respect to Outside Director compensation
(or with respect to any applicable element or elements thereof, authority with respect to such element or elements) (the “Committee”)
may amend, alter, suspend or terminate this Policy at any time and for any reason. Further, the Board may provide for cash, equity,
or other compensation to Outside Directors in addition to the compensation provided under this Policy. No amendment, alteration,
suspension or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation
that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company. Termination
of this Policy will not affect the Board’s or the Committee’s ability to exercise the powers granted to it with respect
to Awards granted under the Plan pursuant to this Policy before the date of such termination, including without limitation such
applicable powers set forth in the Plan.


 


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