Exhibit 10.4


 


 


 





 


October 20, 2020


 


		Re:	Board Member and Chairperson Agreement



 


Dear Mark,


 


GI Dynamics, Inc. (the
“Company”) is pleased to confirm the terms of your appointment as a member of the Company’s board of directors
(the “Board”) and as Chairperson of the Board.


 


The Company recognizes
your reputation and experience in areas that relate to the Company’s business and strategy, and expects that, as a member
and Chairperson of the Board, you will contribute to the success of the Company by participating in and leading meetings of the
Board and providing the Company with advice and guidance consistent with your roles as a member and Chairperson of the Board. Board
meetings are generally expected to occur up to 4-5 times a year on a primarily quarterly basis. Board meetings alternate between
in-person and telephonic. Committee meetings largely occur on a telephonic basis.


 


In exchange for your
service as a member of the Board and as Chairperson, you will receive an annual retainer of $75,000, payable in arrears in calendar
quarterly installments of $18,750; such payment for the third quarter of 2020 will be pro-rated based on the date of your appointment
as a member of the Board (i.e., August 10, 2020).


 


The Company will reimburse
you for the reasonable out-of-pocket expenses incurred in attending meetings of the Board and of any committee on which you may
serve upon submission by you of reasonable supporting documentation.


 


You will be issued an
option to purchase a number of shares of the Company’s common stock equal to 0.5% of such common stock that issued and outstanding
as of the date hereof. These option shares shall vest over a 4 year period, with 25% vesting on the first anniversary of the date
of grant and the remaining option shares vesting in equal monthly installments in the 36 months thereafter (subject to your continued
service to the Company as a member of the Board). All options shall be exercisable at a price per share equal to the fair market
value of the Company’s common stock on the date of grant of the option (as determined by the Board in accordance with Section
409A of the Internal Revenue Code of 1986, as amended). The options that you receive hereunder shall be subject to the terms of
a non-qualified stock option agreement to be executed by you and the Company. In the event that the Company is subject to a change
in control, the option shares shall immediately vest and shall be fully exercisable.


 






    
	GI Dynamics, Inc.	Board of Directors and Chairperson Offer Letter: Mark D. Lerdal	1

 


     


    

 


 


 





 


The Company has adopted
provisions in its Certificate of Incorporation and Bylaws to indemnify directors. You and the Company have previously entered into
an Indemnification Agreement, which sets forth the terms and conditions of the Company’s obligations to indemnify you. For
the avoidance of doubt, for the duration of your service as a director of the Company, and thereafter for so long as you shall
be subject to any pending or possible liability or expense for which indemnification may be provided in accordance with the Indemnification
Agreement between you and the Company, the Company will use commercially reasonable efforts (taking into account the scope and
amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and
officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially
comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’
liability insurance.


 


As a member and Chairperson
of the Board, you agree to hold in confidence and trust and to act in a fiduciary manner with respect to all confidential information
provided to you by the Company or other members of the Board. You acknowledge that the Company and the Board reserves the right
to withhold any information and to exclude you from any portion of a Board meeting if such information or attendance could reasonably
be expected to result in a conflict of interest with your duties to a third party or adversely affect the attorney-client privilege
between the Company and its counsel.


 


Nothing in this letter
or the stock option or Indemnification Agreement should be construed to interfere with or otherwise restrict in any way the rights
of the Company and the Company’s stockholders to remove any individual from the Board at any time in accordance with the
provisions of applicable law.


 


We hope that you find
the foregoing terms acceptable. You may indicate your agreement and acceptance with these terms by signing and dating this letter
in the space provided below and returning it to the Company.


 


 




    
	GI Dynamics, Inc.	Board of Directors and Chairperson Offer Letter: Mark D. Lerdal	2

 


     


    

 


 


 





 


We look forward to continuing
to work with you.


 


	 	Very truly yours,
	 	 
	 	/s/ Ginger Glaser
	 	Ginger Glaser
	 	Director


 


Agreed to and Accepted:


 


	/s/ Mark Lerdal	 
	Mark D. Lerdal	 


 


Dated: 10/21/2020


 


 


 


	GI Dynamics, Inc.	Board of Directors and Chairperson Offer Letter: Mark D. Lerdal	3