Exhibit 10.1


 


CROWDSTRIKE HOLDINGS, INC.


 


OUTSIDE DIRECTOR COMPENSATION POLICY


 


Adopted and Approved


 


CrowdStrike Holdings, Inc.
(the “Company”) believes that the granting of equity and cash compensation to its members of the Board of Directors
(the “Board,” and members of the Board, “Directors”) represents a powerful tool to attract,
retain and reward Directors who are not employees of the Company (“Outside Directors”).  This Outside Director
Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation
and grants of equity to its Outside Directors.   Unless otherwise defined herein, capitalized terms used in this Policy will
have the meaning given such term in the Crowdstrike Holdings, Inc. 2019 Equity Incentive Plan (the “Plan”). 
Outside Directors will be solely responsible for any tax obligations they incur as a result of the equity and cash payments received under
this Policy.


 


1.            CASH
COMPENSATION


 


The following annual cash
compensation for Outside Directors is payable quarterly in arrears on a monthly prorated basis. Any partial month of service shall be
calculated as a full month of service for purposes of calculating cash compensation due under this Policy.


 


GENERAL BOARD ANNUAL RETAINER


 


Annual cash compensation for the general
services of Outside Directors is as follows:


 


Outside Director:  $33,500
General Annual Retainer


 


Directors will receive no additional
compensation for attending regular meetings of the Board.


 


NON-EXECUTIVE CHAIRMAN
ANNUAL RETAINER


 


Additional annual cash compensation
for the general services of the Non-Executive Chairman is as follows:


 


Non-Executive Chairman: 
$50,000 Chairman Annual Retainer


 


COMMITTEE ANNUAL RETAINERS


 


In addition to the annual
cash retainers described above, each Outside Director will also receive annual cash retainers in recognition of their service on the committees
of the Board.


 


(a)            Audit
Committee.


 


Annual cash compensation for Audit Committee
members is as follows:


 


Chairman of Committee:  $24,000
Chairman Annual Retainer


 


Non-Chairman Committee Members: 
$10,000 Non-Chairman Annual Retainer


 


There are no per meeting attendance fees
for attending Audit Committee meetings.


 






    


     


    

 


(b)           Compensation
Committee.


 


Annual cash compensation for the Compensation
Committee is as follows:


 


Chairman of Committee:  $15,000
Chairman Annual Retainer


 


Non-Chairman Committee Members: 
$7,500 Non-Chairman Annual Retainer


 


There are no per meeting attendance fees
for attending Compensation Committee meetings.


 


(c)           Nominating
and Corporate Governance Committee.


 


Annual cash compensation for the Nominating
and Corporate Governance Committee is as follows:


 


Chairman of Committee:  $10,000
Chairman Annual Retainer


 


Non-Chairman Committee Members: 
$4,000 Non-Chairman Annual Retainer


 


There are no per meeting attendance fees
for attending Nominating and Corporate Governance Committee meetings.


 


2.            EQUITY
COMPENSATION


 


Outside Directors will also
be eligible to receive the following Awards, as well as all types of Awards (except Incentive Stock Options) under the Plan, including
discretionary Awards not covered under this Policy.


 


(a)            Initial
Awards.  Each Outside Director joining the Board after the Registration Date shall be automatically granted the following awards
upon first joining the Board (such date, the “Start Date”):


 


(1)            an
award of Restricted Stock Units with a Value of $375,000 (the “Initial Award”). The Initial Award will vest annually
over three years (on the same day of the month as the Start Date), subject to continued service on Board through each vesting date, plus


 


(2)            an
award of Restricted Stock Units equal to the product of (A) the number of Restricted Stock Units subject to the Annual Award provided
to Outside Directors at the last annual meeting of stockholders (the “Annual Meeting”) multiplied by (B) a
fraction (i) the numerator of which is (x) 12 minus (y) the number of fully completed months between the date of the last
Annual Meeting and the Start Date and (ii) the denominator of which is 12, rounded to the nearest unit (the “Additional
Initial Award”).  For purposes of this calculation, any partial month of service shall be deemed a fully completed month
of service. The Additional Initial Award will vest in full on the earlier of (i) the date of the next Annual Meeting held after the
Start Date or (ii) the date on which the other directors’ Annual Awards for such year vest, subject to continued service on
the Board through such vesting date.


 


(b)            Annual
Award.  On the day of the Annual Meeting, beginning with the first Annual Meeting after the Registration Date, each Outside Director
will be automatically granted an award of Restricted Stock Units with a Value of $200,000 (the “Annual Award”). 
The Annual Award will vest in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) on the date of
the next Annual Meeting held after the date of grant, in each case, subject to continued service on the Board through each vesting date.


 






    


     


    

 


(c)            Value. 
For purposes of Sections 2(a) and 2(b), “Value” means the fair value for financial accounting purposes based on
the closing price on the date of grant, with the number of Shares of our Common Stock determined based on that Value, rounded down.


 


3.            OTHER
COMPENSATION AND BENEFITS


 


Outside Directors may also
be eligible to receive other compensation and benefits, including reasonable personal benefits and perquisites, as determined by the Administrator
from time to time.


 


4.            CHANGE
IN CONTROL


 


In the event of a Change in
Control, each Outside Director will fully vest in his or her outstanding Company equity awards, including any Initial Award, Additional
Initial Award or Annual Award, provided that the Outside Director continues to be an Outside Director through such date.


 


5.            ANNUAL
COMPENSATION LIMIT


 


Any cash compensation and
Awards granted to an Outside Director shall be subject to the limits provided in Section 12 of the Plan.


 


6.            TRAVEL
EXPENSES


 


Each Outside Director’s
reasonable, customary and documented travel expenses to Board meetings will be reimbursed by the Company.


 


7.            ADDITIONAL
PROVISIONS


 


All provisions of the Plan
not inconsistent with this Policy will apply to Awards granted to Outside Directors.


 


8.            ADJUSTMENTS


 


In the event that any dividend
or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities
of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to
prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the
number of Shares issuable pursuant to Awards granted under this Policy.


 


9.            SECTION 409A


 


In
no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (i) the 15th day of
the 3rd month following the end of the Company’s fiscal year in which the compensation is earned or expenses are incurred, as applicable,
or (ii) the 15th day of the 3rd month following the end of the calendar year in which the compensation is earned or expenses are
incurred, as applicable, in compliance with the “short-term deferral” exception under Section 409A of the Internal Revenue
Code of 1986, as amended, and the final regulations and guidance thereunder, as may be amended from time to time (together, “Section 409A”). 
It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of
Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Section 409A,
and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply.  In no event will the Company reimburse
an Outside Director for any taxes imposed or other costs incurred as a result of Section 409A.


 






    


     


    

 


10.            REVISIONS


 


Subject
to the limitations provided in Section 12 of the Plan, the Administrator, in its discretion, may change and otherwise revise the
terms of Initial Awards, Additional Initial Awards or Annual Awards granted under this Policy, including, without limitation, the number
of Shares subject thereto, for Initial Awards, Additional Initial Awards or Annual Awards of the same or different type granted on or
after the date the Administrator determines to make any such change or revision. For the avoidance of doubt, the Administrator may, in
its sole discretion, grant additional awards, compensation and benefits to Outside Directors as the Administrator deems appropriate.


 


The
Board may also amend, alter, suspend or terminate this Policy at any time and for any reason.  No amendment, alteration, suspension
or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been
paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company.  Termination of this Policy will
not affect the Board’s or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect
to Awards granted under the Plan pursuant to this Policy prior to the date of such termination.