Exhibit 10.1


 


BUTTERFLY NETWORK,
INC.


 


AMENDED AND RESTATED
NONEMPLOYEE DIRECTOR COMPENSATION POLICY


 


(Adopted September
8, 2021)


 


The
Board of Directors of Butterfly Network, Inc. (the “Company”) has approved the following Amended and Restated Nonemployee
Director Compensation Policy (this “Policy”) to provide an inducement to obtain and retain the services of qualified
persons to serve as members of the Company’s Board of Directors. The Policy establishes compensation to be paid to nonemployee
directors of the Company.


 


Applicable Persons


 


This
Policy shall apply to each director of the Company who is not an employee of the Company or any Affiliate (each, an “Outside
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.


 


Compensation


 


A.       Equity
Grants


 


1.       Annual
Grants


 


Each
Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Company’s
Amended and Restated 2020 Equity Incentive Plan or a successor plan (the “Equity Plan”), a number of non-qualified
stock options (“Options”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”) having an aggregate grant date fair value of $150,000, valued based on a Black-Scholes valuation method
(rounded down to the nearest whole share), each year on the first business day after the Company’s annual meeting of stockholders
(the “Annual Grant”); provided, however, that if there has been no annual meeting of stockholders held by the
first business day of the third fiscal quarter, each Outside Director shall be granted, automatically and without any action on the part
of the Board of Directors, such Annual Grant on the first business day of the third fiscal quarter of such year.


 


2.       Initial
Grants for Newly Appointed or Elected Directors


 


Each
new Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Equity Plan,
a number of restricted stock units (“RSUs”) (each RSU relating to one share of Common Stock, having an aggregate fair
market value equal to $300,000, determined by dividing (A) $300,000 by (B) the closing price of the Common Stock on the New York
Stock Exchange on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the
Outside Director is first appointed or elected to the Board of Directors (the “Initial Grant” and, together with the
Annual Grants, the “Outside Director Grants”).


 


3.       Terms
of Outside Director Grants


 


Unless
otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, each Outside Director Grant shall:
(i) vest, in the case of (A) an Annual Grant, at the end of the “Directors’ Compensation Year,” which shall
be defined as the period beginning on the date of each regular Annual Stockholders Meeting (or the first business day of the third fiscal
quarter, as applicable) and ending on the date of the next regular Annual Stockholders Meeting, subject to the Outside Director’s
continued service on the Board of Directors through the applicable Directors’ Compensation Year, and (B) an Initial Grant, in equal
annual installments over three years from the date of the grant, subject to the Outside Director’s continued service on the Board
of Directors on the applicable vesting dates; and (ii) be granted under the Company’s standard form of agreement unless on or prior
to the date of grant the Board of Directors or the Compensation Committee shall determine that other terms or conditions shall be applicable.


 


 B.        Cash Fees




 


		1.	Annual
                                            Cash Fees



 


Each Outside
Director will receive an annual cash retainer fee in the amount of $50,000, and the following additional annual cash fees shall be paid
to the Outside Directors serving on the Audit Committee, Compensation Committee, Nominating and Governance Committee and Technology Committee,
as applicable (collectively, the “Annual Fees”).


 






     


     


    

 


	Committee of Board of Directors	 	Annual Retainer
 Amount for Chair	 	 	Annual
 Retainer
 Amount for
 Other Members	 
	Audit Committee	 	$	20,000	 	 	$	10,000	 
	Compensation Committee	 	$	15,000	 	 	$	7,500	 
	Nominating and Governance Committee	 	$	10,000	 	 	$	5,000	 
	Technology Committee	 	$	15,000	 	 	$	7,500	 



 


		2.	Payment
                                            Terms for All Cash Fees



 


Annual
Fees payable to Outside Directors shall be paid quarterly in arrears as soon as practicable following the last business day of each fiscal
quarter.


 


Following
an Outside Director’s first election or appointment to the Board of Directors, such Outside Director shall receive his or her cash
compensation prorated during the first fiscal quarter in which he or she was initially appointed or elected for the number of days during
which he or she provides service. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled
to a cash payment on a prorated basis through his or her last day of service that shall be paid as soon as practicable following the
last business day of the fiscal quarter.


 


 Expenses




 


Upon
presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside 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. Each Outside Director shall abide by the Company’s
travel and other expense policies applicable to Company personnel.


 


 Amendments




 


The Compensation Committee or the Board of Directors shall review
this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted
in order to fulfill the objectives of this Policy.