Exhibit 10.9


 


XILIO THERAPEUTICS, INC.


 


DIRECTOR COMPENSATION POLICY


 


Effective upon the completion of the initial public
offering (“IPO”) of Xilio Therapeutics, Inc. (the “Company”), the Company’s non-employee directors
shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company.


 


Director Compensation


 


Our goal is to provide compensation for our non-employee
directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment
necessary to oversee the Company’s affairs. We also seek to align the interests of our directors and our stockholders, and we have
chosen to do so by compensating our non-employee directors with a mix of cash and equity-based compensation.


 


Cash Compensation


 


The annual cash retainer that will be paid to each
of our non-employee directors for service on the Board, and for service on each committee of the Board on which the director is then a
member, and the annual cash retainer that will be paid to the chairperson of the Board, if one is then appointed, and the chairperson
of each committee of the Board will be as follows:


 


	 	 	Base	 	 	Board Chair or Committee Chair	 	 	Non-Chair Committee Members	 
	Board of Directors	 	$	35,000	 	 	$	30,000	 	 	 	—	 
	Audit Committee	 	 	—	 	 	$	15,000	 	 	$	7,500	 
	Compensation Committee	 	 	—	 	 	$	10,000	 	 	$	5,000	 
	Nominating and Corporate Governance Committee	 	 	—	 	 	$	8,000	 	 	$	4,000	 



 


The foregoing annual cash retainers will be payable
in arrears in four equal quarterly installments on the last day of each quarter, provided that (i) the amount of such payment will
be prorated for any portion of such quarter that the director is not serving on our Board or the applicable committee of the Board or,
if applicable, as chairperson of the Board or the applicable committee, and (ii) no annual cash retainer shall be payable in respect
of any period prior to the completion of our IPO.


 






     


     


    

 


Equity Compensation


 


Initial
Equity Awards. Upon initial election to our Board, with respect to each non-employee director who is elected to our Board after
the IPO, such non-employee director will be granted, automatically and without the need for any further action by the Board, an initial
equity award of an option to purchase 250,000 shares of our common stock. The initial award shall have a term of ten years from the date
of grant of the award, and shall vest and become exercisable as to 33.3333% of the shares underlying such award on each of the first,
second and third anniversaries of the date of grant of the award, subject the director’s continued service to the Company or its
subsidiaries through each applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a director’s death
or disability or a change in control of the Company (with disability and change in control each as defined in the form of Nonstatutory
Stock Option Agreement for Non-Employee Directors). The exercise price shall be the closing price of our common stock on the date of grant
(provided that, for any date that is not a trading day, the exercise price shall be determined in accordance with the applicable stock
incentive plan then in effect).


 


Annual
Equity Awards. Each non-employee director who is serving as a member of our Board will be granted, automatically and without
the need for any further action by the Board, an option to purchase 125,000 shares of our common stock on the date of our first meeting
of the Board held after each annual meeting of stockholders. The annual award shall have a term of ten years from the date of the award,
and shall vest on the earlier of (i) the first anniversary of the date of grant of the award and (ii) the Company’s next
annual meeting of stockholders following the grant date, subject to the director’s continued service to the Company or its subsidiaries
through the vesting date. The vesting shall accelerate as to 100% of the shares upon a director’s death or disability or a change
in control of the Company (with disability and change in control each as defined in the form of Non-Employee Director Stock Option Agreement).
The exercise price shall be the closing price of our common stock on the date of grant (provided that, for any date that is not a trading
day, the exercise price shall be determined in accordance with the applicable stock incentive plan then in effect).


 


Adjustments
to Share Amounts. The foregoing share amounts shall be automatically adjusted in the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization
or event affecting our common stock, or any distribution to holders of our common stock other than an ordinary cash dividend, including
without limitation any reverse stock split of the common stock effected by the Company in connection with the IPO. In addition, in the
case of a reverse stock split effected in connection with the IPO, the foregoing share amounts shall be rounded up to the nearest 100
shares following adjustment for such reverse stock split.


 


Other
Terms and Conditions. The initial awards and the annual awards shall be subject to the terms and conditions of our 2021 Stock
Incentive Plan, or any successor plan (including, but not limited to, any limits on compensation payable to non-employee directors contained
in the 2021 Stock Incentive Plan or any successor plan), and the terms of the option agreements entered into with each director in connection
with such awards.


 






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Expenses


 


Upon presentation of documentation of such expenses
reasonably satisfactory to the Company, each non-employee director shall be reimbursed for his or her reasonable out-of-pocket business
expenses incurred in connection with attending meetings of the Board and committees thereof or in connection with other business related
to the Board, and each non-employee director shall also be reimbursed for his or her reasonable out-of-pocket business expenses authorized
by the Board or a committee of the Board that are incurred in connection with attendance at various conferences or meetings with management
of the Company, in accordance with the Company’s travel policy, as it may be in effect from time to time.


 


	Adopted:	September 10, 2021







Effective:     [●]


 






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