Exhibit 10.5
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RUBIUS THERAPEUTICS, INC.
 AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Rubius Therapeutics, 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.  This Policy will become effective as of the effective time of the registration statement for the Company’s initial firm commitment underwritten public offering of equity securities (the “Effective Date”) and will apply to all non-employee directors of the Company other than the Chairman of the Board of Directors (such directors, the “Eligible Directors”) of the Company (the “Board”).  In furtherance of this purpose, except as otherwise provided in any written agreement between the Company and an Eligible Director, all Eligible Directors shall be paid compensation for services provided to the Company as set forth below:
Cash Retainers
Annual Retainer for Board Membership:  $40,000 for general availability and participation in meetings and conference calls of our Board.  No additional compensation for attending individual Board meetings.
Additional Annual Retainers for Committee Membership:
Audit Committee Chairperson:$15,000
Audit Committee member: $7,500
Compensation Committee Chairperson: $10,000
Compensation Committee member: $5,000
Nominating and Corporate Governance Committee Chairperson: $8,000
Nominating and Corporate Governance Committee member: $4,000
Science and Technology Committee Chairperson:$8,000
Science and Technology Committee member:$0
No additional compensation for attending individual committee meetings.  For the avoidance of doubt, the Chairman of the Board shall not be eligible for cash retainers for his service on the Board or any committee thereof under this Policy.
All cash retainers will be paid quarterly, in arrears, or upon the earlier of resignation or removal of the Eligible Director.  Cash retainers owing to Eligible Directors shall be annualized, meaning that with respect to Eligible Directors who join the Board during the calendar year, and with respect to all Eligible Directors for 2018, such amounts shall be pro-rated based on the number of calendar days served by such Eligible Director following the Effective Date.
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Equity Retainers
Initial Equity Grant: Upon the Effective Date, each Eligible Director serving as of such date shall receive a one-time equity grant of an option to purchase 25,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Such initial equity grant shall vest in equal quarterly installments during the twelve quarters following the grant date, subject to the Eligible Director’s continued service on the Board through each such date.  For each Eligible Director joining the Board after the Effective Date, upon his or her initial appointment to the Board, each such Eligible Director shall receive a one-time equity grant of an option to purchase 50,000 shares of Common Stock. Such initial equity grant shall vest in equal quarterly installments during the twelve quarters following the grant date, subject to the Eligible Director’s continued service on the Board through each such date.
Annual Equity Grant:  Immediately following each annual meeting of the Company’s stockholders, each continuing Eligible Director who has served as a director for the previous six months will receive an annual equity grant of an option to purchase 25,000 shares of Common Stock. Such annual equity grant shall vest on the earlier of the one-year anniversary of the grant date and the Company’s next annual meeting of stockholders, subject to the Eligible Director’s continued service on the Board through such date.
All of the foregoing option grants will become immediately exercisable upon the death, disability of an Eligible Director or upon a Sale Event (as defined in the Company’s 2018 Stock Option and Incentive Plan).  In addition, Eligible Directors will have until the earlier of one year following cessation of service as a director or the original expiration date of the option to exercise the option (to the extent vested at the date of such cessation), provided that the Eligible Director has not been removed for cause.
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Any stock option granted to an Eligible Director pursuant to this Policy will be granted at an exercise price equal to the fair market value of a share of Common Stock on the date of grant.
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Expenses
The Company shall reimburse all reasonable out-of-pocket expenses incurred by Eligible Directors in attending Board and committee meetings.
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ADOPTED: February 24, 2021