EX-10.5



 Exhibit 10.5 

TOCAGEN INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Tocagen
Inc. (“Tocagen”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board
service on and following the date of the underwriting agreement between Tocagen and the underwriters managing the initial public offering of the common stock of Tocagen (the “Common Stock”), pursuant to which the Common Stock
is priced in such initial public offering (the “Effective Date”). This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the
Board. 
 Annual Cash Compensation 
 The
annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board
at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which
the Eligible Director provides the service, and regular full quarterly payments thereafter. All annual cash fees are vested upon payment. 
  

	1.	 Annual Board Service Retainer: 



 

	 	a.	 All Eligible Directors:
                                 



 

	 	b.	 Chairman of the Board Service Retainer (in addition to Eligible Director Service Retainer):
                                 



 

	 	c.	 Lead Independent Director Service Retainer (in addition to Eligible Director Service Retainer):
                                 



 

	2.	 Annual Committee Member Service Retainer: 



 

	 	a.	 Member of the Audit Committee:
                                 



 

	 	b.	 Member of the Compensation Committee:
                                 



 

	 	c.	 Member of the Nominating & Governance Committee:
                                 



 

	3.	 Annual Committee Chair Service Retainer (in addition to Committee Member Service Retainer):



  

	 	a.	 Chairman of the Audit Committee:
                                 



 

	 	b.	 Chairman of the Compensation Committee:
                                 



 

	 	c.	 Chairman of the Nominating & Governance Committee:
                                 



Equity Compensation 
 The equity
compensation set forth below will be granted under the Tocagen Inc. 2017 Equity Incentive Plan (the “Plan”), subject to the Tocagen stockholders’ approval of the Plan. All stock options granted under this policy will be
nonstatutory stock options, with an exercise price per 

  
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share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, and a term of ten years from the date of grant (subject to earlier
termination in connection with a termination of service as provided in the Plan, provided that upon a termination of service other than for death, disability or cause, the post-termination exercise period will be 12 months from the date of
termination). 
 1. Initial Grant: On the date of the Eligible Director’s initial election to the Board, for each Eligible
Director who is first elected to the Board following the Effective Date (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or
Compensation Committee of the Board, granted a stock option for                  shares (the “Initial Grant”). The shares subject to each Initial
Grant will vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through
each such vesting date and will vest in full upon a Change in Control (as defined in the Plan). 
 2. Annual Grant: On the date of
each Tocagen annual stockholder meeting held after the Effective Date, for each Eligible Director who continues to serve as a non-employee member of the Board (or who is first elected to the Board at such annual stockholder meeting), the Eligible
Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option for                  shares (the
“Annual Grant”). In addition, each Eligible Director who is first elected to the Board following the Effective Date and other than at an annual stockholder meeting will be automatically, and without further action by the
Board or Compensation Committee of the Board, granted an Annual Grant, pro rated for the number of months remaining until the next annual stockholder meeting. The shares subject to the Annual Grant will vest in equal monthly installments over the 12
months following the date of grant, provided that the Annual Grant will in any case be fully vested on the date of Tocagen’s next annual stockholder meeting, subject to the Eligible Director’s Continuous Service (as defined in the Plan)
through such vesting date and will vest in full upon a Change in Control (as defined in the Plan). 

  
 2.