Exhibit
10.5


 


EQRX,
INC.


 


FORM
OF NON-EMPLOYEE DIRECTOR COMPENSATION POLICY


 


The
purpose of this Non-Employee Director Compensation Policy (the “Policy”) of EQRx, Inc., a Delaware corporation (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 closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated
as of August 5, 2021, by and among the Company, CM Life Sciences III Inc. and Clover III Merger Sub Inc. (the “Effective Date”).
In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as
set forth below:


 


		I.	Cash
                                            Retainers



 


(a) Annual
Retainer for Board Membership: $50,000 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 for attending individual Board meetings.


 


(b) Additional
Annual Retainers for Committee Membership:


 





	Audit Committee Chairperson:	 	$	20,000	 
	 	 	 	 	 
	Audit Committee member:	 	$	10,000	 
	 	 	 	 	 
	Compensation and Talent Development Committee Chairperson:	 	$	15,000	 
	 	 	 	 	 
	Compensation and Talent Development Committee member:	 	$	7,500	 
	 	 	 	 	 
	Nominating and Corporate Governance Committee Chairperson:	 	$	10,000	 
	 	 	 	 	 
	Nominating and Corporate Governance Committee member:	 	$	5,000	 
	 	 	 	 	 
	Research and Development Committee Chairperson:	 	$	15,000	 
	 	 	 	 	 
	Research and Development Committee member:	 	$	7,500	 



 


If
the Company appoints an Executive Chair, such person will not receive compensation as a Non-Employee Director of the Company unless otherwise
determined by the Board based on the recommendation of the Compensation Committee.


 






     


     


    

 


		II.	Equity
                                            Retainers



 


All grants
of equity retainer awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance
with the following provisions:


 


(a) Value.
For purposes of this Policy, “Value” means with respect to (i) any award of stock options, 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; and (ii) any award of restricted stock and restricted stock units, the
product of (A) the closing market price on The Nasdaq Global Market (or such other market on which the Company’s common stock is
then principally listed) of a share of the Company’s common stock on the effective date of grant, and (B) the aggregate number
of shares of common stock underlying such award.


 


(b) Sale
Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2021 Stock Option and Incentive Plan (as amended
from time to time, the “2021 Plan”)), the equity retainer awards granted to Outside Directors pursuant to this Policy
shall become 100% vested and exercisable.


 


(c) Initial
Grant. Upon initial election or appointment to the Board of Directors, each new Outside Director will receive an initial, one-time
grant of a non-statutory stock option to purchase the number of shares of Company common stock having the Value equal to $800,000, on
the date of such election or appointment (the “Initial Grant”), with an exercise price per share equal to the closing
price of the Company’s common stock on the date of grant and a term of ten years. The Initial Grant shall vest 1/3 on the first
anniversary of the grant date and then in equal monthly installments over the next two years; provided, however, that all vesting ceases
if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines
that the circumstances warrant continuation of vesting. This Initial Grant applies to Outside Directors who are first elected or appointed
to, and who were not previously serving on the Board of Directors effective as of or subsequent to the Effective Date.


 


(d)
Annual Grant. On the date of the Company’s Annual Meeting of Stockholders, each Outside Director who will continue as a
member of the Board of Directors following such Annual Meeting of Stockholders will receive a grant of a non-statutory stock option to
purchase the number of shares of Company common stock having the Value equal to $400,000, on the date of such Annual Meeting (the “Annual
Grant”) with an exercise price per share equal to the closing price of the Company’s common stock on the date of grant
and a term of ten years. The Annual Grant shall vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii)
the next Annual Meeting of Stockholders; provided, however, that all vesting ceases if the director resigns from our Board of Directors
or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.
If a new Outside Director joins our Board of Directors on a date other than the date of the Company’s Annual Meeting of Stockholders,
then in lieu of the above, such Outside Director will be granted a pro-rata portion of the Annual Grant at the next Annual Meeting of
Stockholders based on the time between such Outside Director’s appointment and such next Annual Meeting of Stockholders.


 


		III.	Expenses



 


The
Company will reimburse all reasonable out-of-pocket expenses incurred by Outside Directors in attending meetings of the Board of Directors
or any Committee thereof.


 


		IV.	Maximum
                                            Annual Compensation



 


The
aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in a calendar
year period shall not exceed (i) $1,000,000 in the first calendar year an individual becomes an Outside Director and (ii) $750,000 in
any other year (or in each case, such other limits as may be set forth in Section 3(b) of the 2021 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 ASC 718 or its successor provision, but excluding the impact of
estimated forfeitures related to service-based vesting conditions.


 


Date
Policy Approved: [________] [__], 2021