EX-10.4





 Exhibit 10.4 

PROMETHEUS BIOSCIENCES, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 

Non-employee members of the board of directors (the “Board”) of Prometheus
Biosciences, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).
This Program has been adopted under the Company’s 2021 Incentive Award Plan (the “Equity Plan”) and shall be effective on the effective date of the Equity Plan (the “Effective Date”). The cash and
equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the
Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines
the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board
at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors. No Non-Employee Director shall have any rights hereunder, except with respect to stock options granted pursuant to the Program. Capitalized terms not
otherwise defined herein shall have the meanings ascribed in the Equity Plan. 
 1. Cash Compensation. 

(a) Annual Retainers. 

(i) Non-Employee Director. Each Non-Employee Director
(other than the Chairman) shall receive an annual retainer of $40,000 for service on the Board. 
 (ii) Chairman of the Board. A Non-Employee Director serving as Chairman of the Board shall receive, in lieu of the annual retainer in clause (a) above, an annual retainer of $100,000 for such service. 

(b) Additional Annual Retainers. In addition, each Non-Employee Director shall receive the
following additional annual retainers, as applicable: 
 (i) (ii) Audit Committee. A
Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director
serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual retainer of $7,500 for such service. 

(iii) Compensation Committee. A Non-Employee Director serving as Chairperson of the
Compensation Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member of the Compensation Committee (other than the Chairperson) shall
receive an additional annual retainer of $5,000 for such service. 
 (iv) Corporate Governance and Nominating Committee. A Non-Employee Director serving as Chairperson of the Corporate Governance and Nominating Committee shall receive an additional annual retainer of $8,000 for such service. A
Non-Employee Director serving as a member of the Corporate Governance and Nominating Committee (other than the Chairperson) shall receive an additional annual retainer of $4,000 for such service. 












 (c) Payment of Retainers. The annual retainers described in Sections 1(a) and 1(b)
shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a
Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Sections 1(a) or 1(b), for an entire calendar quarter, the
retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position,
as applicable. 
 2. Equity Compensation. Non-Employee Directors shall be granted the equity
awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company, and shall be granted
subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all
grants of stock options hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment as provided in the
Equity Plan, including with respect to any reverse stock split of the Company’s common stock effected on or prior to the Effective Date. 

(a) Initial Awards. Each Non-Employee Director who is initially elected or appointed to the
Board after the Effective Date shall receive an option under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company, to purchase 40,000 shares of the Company’s common stock on the date of such
initial election or appointment. The awards described in this Section 2(a) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial
Award. 
 (b) Subsequent Awards. A Non-Employee Director who (i) is serving on the Board
as of the date of any annual meeting of the Company’s stockholders after the Effective Date and has been serving as a Non-Employee Director for at least six months as of the date of such meeting, and
(ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted an option under the Equity Plan, or any other applicable Company equity incentive
plan then-maintained by the Company, to purchase 20,000 of the Company’s common stock on the date of such annual meeting. The awards described in this Section 2(b) shall be referred to as “Subsequent Awards.” For
the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such
election, and shall not receive any Subsequent Award on the date of such meeting as well. 
 (c) Termination of Employment of Employee
Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not
receive an Initial Award pursuant to Section 2(a) above, but to the extent that they are otherwise entitled, will receive, after termination from employment with the Company and any parent or subsidiary of the Company, Subsequent Awards as
described in Section 2(b) above. 
 (d) Terms of Awards Granted to Non-Employee
Directors. 
 (i) Purchase Price. The per share exercise price of each option granted to a
Non-Employee Director shall equal the Fair Market Value of a share of common stock on the date the option is granted. 












 (ii) Vesting. Each Initial Award shall vest and become exercisable in substantially
equal monthly installments over the three years following the date of the Non-Employee Director’s election or appointment to the Board, subject to the Non-Employee
Director continuing in service on the Board through each such vesting date. Each Subsequent Award shall vest and/or become exercisable on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual
meeting of the Company’s stockholders, subject to the Non-Employee Director continuing in service on the Board through such vesting date. Unless the Board otherwise determines, no portion of an Initial
Award or Subsequent Award which is unvested and/or exercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and/or exercisable thereafter. Upon a Change
in Control, all outstanding equity awards granted under the Equity Plan, and any other equity incentive plan maintained by the Company, that are held by a Non-Employee Director shall become fully vested and/or
exercisable, irrespective of any other provisions of the Equity Plan or any award agreement. 
 (iii) Term. The term of each stock
option granted to a Non-Employee Director shall be ten years from the date the option is granted. 

3. Compensation Limits. Notwithstanding anything to the contrary in this Program, all compensation payable under this Program will be
subject to any limits on the maximum amount of Non-Employee Director compensation set forth in the Equity Plan, as in effect from time to time. 

4. Reimbursements. The Company shall reimburse each Non-Employee Director for all reasonable,
documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or
her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time. 

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