Document

Exhibit 10.1

Olo Inc. 


Amended and Restated Non-Employee Director Compensation Policy


Effective Date:  December 21, 2021


Each member of the Board of Directors (the “Board”) of Olo Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will be eligible to receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Company’s 2021 Equity Incentive Plan (the “Plan”) or any successor equity incentive plan.  
The Policy will be effective on and after the date set forth above (the “Effective Date”).  The Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee.


1.    Annual Cash Compensation
Commencing with the first calendar quarter that begins following the Effective Date, each Non-Employee Director will be eligible to receive the following annual cash retainers for service on the Board and its standing committees (Audit, Compensation and Nominating and Corporate Governance): 


    Annual Board Service Retainer: 
•All Non-Employee Directors: $30,000
•Lead Non-Employee Director (as applicable): $45,000 (in lieu of above) 


    Annual Committee Member Service Retainer:
•Member of the Audit Committee: $10,000 
•Member of the Compensation Committee: $6,000
•Member of the Nominating and Corporate Governance Committee: $4,000


    Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):
•Chair of the Audit Committee: $20,000 
•Chair of the Compensation Committee: $12,000
•Chair of the Nominating and Corporate Governance Committee: $8,000


The annual cash retainers above will be payable in equal quarterly installments in arrears on the first business day following the last day of each calendar quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial calendar quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). Any additional cash retainers for Board or committee service (e.g., for service on any ad hoc or other Board committee) must be approved by the Board or the Compensation Committee. All annual cash retainers will be vested upon payment.


2.    Equity Compensation
    Commencing on the Effective Date, each Non-Employee Director will be eligible to receive the equity compensation set forth below (as applicable) for service on the Board and its standing committees.  Any additional equity compensation for Board or committee service (e.g., for service on any ad hoc or other Board committee) must be approved the Board or the Compensation Committee. All equity compensation will be granted under the Plan or any successor equity incentive plan.  
(a)Elections to Receive an Equity Grant in lieu of Quarterly Cash Retainer. 
    (i)    Retainer Grant. Each Non-Employee Director may elect to convert all of his or her cash compensation for the first calendar quarter that commences after the Effective Date and any subsequent calendar quarter into an RSU Award (each, a “Retainer Grant”) in accordance with this 
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Section 2(a) (such election, a “Retainer Grant Election”).  If a Non-Employee Director timely makes a Retainer Grant Election pursuant to Section 2(a)(ii), on the applicable Retainer Accrual Date to which the Retainer Grant Election applies, and without any further action by the Board or Compensation Committee, such Non-Employee Director automatically will be granted an RSU Award covering a number of shares of the Company’s Class A Common Stock equal to (A) the aggregate amount of cash compensation otherwise payable to such Non-Employee Director on the Retainer Accrual Date to which the Retainer Grant Election applies divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the applicable Retainer Accrual Date, rounded down to the nearest whole share. Each Retainer Grant will be fully vested on the applicable grant date.
    (ii)    Election Mechanics.  Each Retainer Grant Election must be submitted to the Company’s Chief Legal Officer in writing at least 10 business days in advance of the applicable Retainer Accrual Date, and subject to any other conditions specified by the Board or Compensation Committee. A Non-Employee Director may only make a Retainer Grant Election during a period in which the Company is not in a quarterly or special blackout period and the Non-Employee Director is not aware of any material non-public information. Once a Retainer Grant Election is properly submitted, it will be in effect for the next Retainer Accrual Date and will remain in effect for successive Retainer Accrual Dates unless and until the Non-Employee Director revokes it in accordance with Section 2(a)(iii) below. A Non-Employee Director who fails to make a timely Retainer Grant Election will not receive a Retainer Grant and instead will receive his or her cash compensation.
    (iii)    Revocation Mechanics. The revocation of any Retainer Grant Election must be submitted to the Company’s Chief Legal Officer in writing at least 10 business days in advance of the applicable Retainer Accrual Date, and subject to any other conditions specified by the Board or Compensation Committee.  A Non-Employee Director may only revoke a Retainer Grant Election during a period in which the Company is not in a quarterly or special blackout period and the Non-Employee Director is not aware of any material non-public information.  Once the revocation of the Retainer Grant Election is properly submitted, it will be in effect for the next Retainer Accrual Date and will remain in effect for successive Retainer Accrual Dates unless and until the Non-Employee Director makes a new Retainer Grant Election in accordance with Section 2(a)(ii).
(b)Automatic Equity Grants.  
(i)Initial Grant for New Directors.  Without any further action by the Board or Compensation Committee, each person who, after the Effective Date, is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director (or, if such date is not a business day, the first business day thereafter), be granted an RSU Award covering a number of shares of the Company’s Class A Common Stock equal to (A) $300,000 divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the applicable grant date, rounded down to the nearest whole share (each, an “Initial Grant”).  Each Initial Grant will vest in a series of three successive equal annual installments over the three-year period measured from the applicable grant date, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.  
(ii)Delayed Grants for Incumbent Directors.  Without further action by the Board or Compensation Committee, each person who served as a Non-Employee Director on March 16, 2021 (the “IPO Date”) and who held one or more outstanding and unvested Company equity awards (including Class A or Class B Common Stock subject to a repurchase option resulting from an early option exercise) (“Existing Equity Awards”) on the IPO Date will automatically be granted an RSU Award (each, a “Delayed Incumbent Director Grant”) on the date immediately following the date that all of the Existing Equity Awards held by such Non-Employee Director have become fully vested (the “Final Vesting Date”) (or, if such date is not a business day, the first business day thereafter).  Each Delayed Incumbent Director Grant will cover a number of shares of the Company’s Class A Common Stock equal to (A) $165,000 multiplied by the fraction obtained by dividing (1) the total number of days following the Final Vesting Date through and including the next May 31 occurring after such Final Vesting Date by (2) 365 days, divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the 
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applicable grant date , rounded down to the nearest whole share. Each Delayed Incumbent Director Grant will fully vest on the earlier of (A) the day immediately prior to the Company’s next annual meeting of stockholders and (B) the next May 31 that occurs following the grant date of such Delayed Incumbent Director Grant, subject to the Non-Employee Director’s Continuous Service through the vesting date.
(iii)Annual Grant.  Without any further action by the Board or Compensation Committee, at the close of business on the date of each annual meeting of the stockholders of the Company following the Effective Date (each, an “Annual Meeting”), each person who (x) has served as an Non-Employee Director for the previous six months and (y) does not hold one or more outstanding and unvested Company equity awards (including Class A or Class B Common Stock subject to a repurchase option resulting from an early option exercise but excluding any Initial Grant) as of the Annual Meeting, will automatically be granted an RSU Award (each, an “Annual Grant”) covering a number of shares of the Company’s Class A Common Stock equal to (A) $165,000 divided by (B) the closing sales price per share of the Company’s Class A Common Stock on the date of the applicable Annual Meeting (or, if such date is not a business day, the first business day thereafter).  Each Annual Grant will fully vest on the earlier of (1) the first anniversary of the applicable grant date and (2) the day immediately prior to the date of the first Annual Meeting following the applicable grant date, subject to the Non-Employee Director’s Continuous Service through the vesting date.
(c)Change in Control.  Notwithstanding the foregoing, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control, the shares subject to his or her then-outstanding equity awards that were granted pursuant to the Policy (and any Existing Equity Awards) will become fully vested immediately prior to the closing of such Change in Control.
(d)Remaining Terms.  The remaining terms and conditions of each RSU Award will be as set forth in the Plan and the Company’s standard RSU Award Grant Notice and RSU Award Agreement, in the form adopted from time to time by the Board or Compensation Committee. 
3.    Non-Employee Director Compensation Limit 


    Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is eligible to receive under this Policy and otherwise as may be approved by the Board or Compensation Committee shall be subject to the limits set forth in Section 3(d) of the Plan.


4.    Ability to Decline Compensation


A Non-Employee Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. 


5.    Expenses


The Company will reimburse each Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
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