Exhibit
10.8


 


ENTRADA
THERAPEUTICS, INC.


 


NON-EMPLOYEE DIRECTOR COMPENSATION POLICY


 


The purpose of this Non-Employee Director
Compensation Policy (the “Policy”) of Entrada Therapeutics, 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 (“Outside Directors”). This Policy will become effective
as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective
Date”). In furtherance of the purpose stated above, all Outside Directors (other than those Outside Directors who receive
compensation for other services to the Company) shall be paid compensation for services provided to the Company as set forth below:


 


Cash Retainers


 


Annual Retainer for Board Membership:
$37,500 for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly in
arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation
will be paid for attending individual meetings of the Board of Directors.


 


	Additional Annual Retainer for Non-Executive Chair:	 	$	30,000	 
	 	 	 	 	 
	Additional Annual Retainers for Committee Membership:	 	 	 	 
	 	 	 	 	 
	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	 





 


Chair and committee member retainers
are in addition to retainers for members of the Board of Directors. No additional compensation will be paid for attending individual committee
meetings of the Board of Directors.


 






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Equity Retainers


 


Initial
Award: An initial, one-time stock option award (the “Initial Award”) to purchase shares of the Company’s
common stock will be granted to each new Outside Director upon his or her election to the Board of Directors. The amount of the
Initial Award will be determined as the lesser of (x) a stock option with a Value of $500,000 and (y) a stock option to purchase
23,552 shares. The Initial Award shall vest in equal monthly installments over three years from the date of grant, provided,
however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve as a
director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The Initial Award shall
expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value (as defined in the
Company’s 2021 Stock Option and Incentive Plan) of the Company’s common stock on the date of grant. This Initial Award
applies only to Outside Directors who are first elected to the Board of Directors subsequent to the Effective Date. For purposes of
this Policy, “Value” shall mean the grant date fair value of the option (i.e., Black-Scholes Value) determined in
accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under
ASC 718.


 


Annual Award: On each date of each Annual Meeting of
Stockholders of the Company following the Effective Date (the “Annual Meeting”), each continuing Outside Director, other than
a director receiving an Initial Award, will receive an annual stock option award (the “Annual Award”). The amount of the Annual
Award will be determined as the lesser of (x) a stock option with a Value of $250,000 and (y) a stock option to purchase 11,918 shares.
The Annual Award shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual
Meeting; provided, however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve
as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. Such Annual Award shall
expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value (as defined in the Company’s
2021 Stock Option and Incentive Plan) of the Company’s common stock on the date of grant.


 


Acceleration: All outstanding Initial
Awards and Annual Awards held by an Outside Director shall become fully vested and exercisable upon a Sale Event (as defined in the Company’s
2021 Stock Option and Incentive Plan) or upon such Outside Director’s death or disability.


 


Expenses


 


The Company will reimburse all reasonable
out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board of Directors or any committee thereof.


 


Maximum Annual Compensation


 


The aggregate amount of compensation,
including both equity compensation and cash compensation, paid by the Company to any Outside Director for service as an Outside Director
in a calendar year for services as an Outside Director period shall not exceed $750,000; provided, however, that such amount shall be
$1,200,000 for the calendar year in which the applicable Outside Director is initially elected or appointed to the Board of Directors
(or such other limits as may be set forth in Section 3(d) of the Company’s 2021 Stock Option and Incentive Plan or any similar provision
of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based
on the grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but excluding the
impact of estimated forfeitures related to service-based vesting conditions.


 


Adopted October 23, 2021.


 






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