EX-10.4





 Exhibit 10.4 

ICOSAVAX, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION
PROGRAM 
 Non-employee members of the board of directors (the “Board”)
of Icosavax, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).
The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary
of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director
declines the receipt of such cash or equity compensation by written notice to the Company and subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below). This
Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall
supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors, except for equity compensation previously
granted to a Non-Employee Director. This Program shall become effective on the date of the effectiveness of the Company’s Registration Statement on Form S-1
relating to the initial public offering of the Company’s common stock (the “Effective Date”). 
 CASH
COMPENSATION 
 The schedule of annual retainers (the “Annual Retainers”) for the
Non-Employee Directors is as follows: 
  

					
	 Position
	  	Amount	 
	 Base Board Retainer
	  	$	35,000	 
	 Chairman of the Board
	  	$	100,000	 
		  	 
	(in lieu of Base
Board Retainer	 
) 
	 Chair of Audit Committee
	  	$	15,000	 
	 Chair of Compensation Committee
	  	$	10,000	 
	 Chair of Nominating and Corporate Governance Committee
	  	$	8,000	 
	 Member of Audit Committee (non-Chair)
	  	$	7,500	 
	 Member of Compensation Committee (non-Chair)
	  	$	5,000	 
	 Member of Nominating and Corporate Governance Committee
(non-Chair)
	  	$	4,000	 


  
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 For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and shall be paid
in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a
Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director shall be prorated for the
portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable. In addition, the Annual Retainers will be prorated for the first calendar quarter in which the
Effective Date occurs, which proration will be based on the number of days of the calendar quarter remaining in such quarter after the Effective Date. The Board may adopt a program that allows Non-Employee
Directors to defer Annual Retainers. 
 EQUITY COMPENSATION 

Each Non-Employee Director shall be granted the equity awards described below, which equity awards shall be granted
under and subject to the terms and provisions of the Company’s 2021 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”), and shall be subject to
an equity award agreement in substantially the form previously approved by the Board for use under the Equity Plan. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby
are subject in all respects to the terms of the Equity Plan and the applicable equity award agreement. 
 A. Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board following the Effective Date shall be automatically granted (1) stock options to purchase 25,500 shares of the Company’s common
stock (an “Initial Option Award”), and (2) 8,500 restricted stock units (an “Initial RSU Award”), in each case under the Equity Plan on the date of such initial election or
appointment. The awards described in this Section shall be referred to as “Initial Awards.” 
 B. Annual
Awards. A Non-Employee Director who (1) is serving on the Board as of the date of any annual meeting of the Company’s stockholders following the Effective Date, and (2) will continue to
serve as a Non-Employee Director immediately following such meeting, shall be automatically granted (x) stock options to purchase 12,750 shares of the Company’s common stock (an “Annual
Option Award”), and (y) 4,250 restricted stock units (an “Annual RSU Award”), in each case under the Equity Plan on the date of such annual meeting. The awards described in this
Section shall be referred to as “Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s
stockholders shall only receive Initial Awards in connection with such election, and shall not receive any Annual Awards on the date of such meeting as well. In addition, in the event of an adjournment or postponement of any annual meeting following
the time such meeting commences, the date of the annual meeting for purposes of this clause (B) shall be the date on which the business to be conducted at the annual meeting is concluded. 

  
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 Notwithstanding the foregoing, a Non-Employee Director shall have
served as a Non-Employee Director for at least (6) months as of the date of any annual meeting to receive Annual Awards, unless otherwise determined by the Board; in which case, the Board may determine to
grant such Non-Employee Director Annual Awards or Prorated Annual Awards (as defined below). “Prorated Annual Awards” means the product determined by multiplying (1) the Annual
Awards, by (2) a fraction, the numerator of which is equal to (x) 365 minus (y) the number of days that elapsed from the date of the annual meeting of the Company’s stockholders preceding the
Non-Employee Director’s date of initial election or appointment to the date of such initial election or appointment, and the denominator of which is 365. 

C. Terms of Awards Granted to Non-Employee Directors. 

1. Vesting. Each Initial Option Award shall vest and become exercisable in substantially equal monthly installments over the three
(3) years beginning on the date of the Non-Employee Director’s election or appointment to the Board, subject to the Non-Employee Director continuing in service
on the Board through each such vesting date. Each Initial RSU Award shall vest and become exercisable in three substantially equal annual installments on each of the first three (3) anniversaries of the date of the Non-Employee Director’s election or appointment to the Board, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each
Annual Option Award shall vest and/or become exercisable in substantially equal monthly installments over the twelve (12) months following the date of grant of such Annual Option Award (or, in the event the next annual meeting of the
Company’s stockholders occurs prior to the first anniversary of the date of grant of such Annual Option Award, any remaining unvested portion of the Annual Option Award will vest on the date of such annual meeting of the Company’s
stockholders), subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. Each Annual RSU Award shall vest and/or become exercisable at the earlier of
(x) the first anniversary of the date of grant of such Annual RSU Award or (y) the date of the next annual meeting of the Company’s stockholders, subject to the Non-Employee Director continuing
in service on the Board through the applicable vesting date. 
 2. Forfeiture. Unless the Board otherwise determines, any portion of
an Initial Award or Annual Award which is unvested at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be
immediately forfeited upon such termination of service and shall not thereafter become vested. All of a Non-Employee Director’s Initial Awards and Annual Awards shall vest in full immediately prior to the
occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time. 
 3. Reimbursements. The
Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business
expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in
effect from time to time.  
 * * * * * 

  
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