EX-10.1




 EXHIBIT 10.1 

TRANSLATE BIO, INC. 

SECOND AMENDED AND RESTATED 

DIRECTOR COMPENSATION POLICY 

Adopted on June 16, 2021 

The non-employee directors of Translate Bio, Inc. (the “Company”) 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 fees that will be paid to 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 fees 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: 

 

									
	 	  	Member Annual
Fee	 	  	Chair Incremental
Annual Fee	 
	 Board of Directors
	  	$	40,000	 	  	$	30,000	 
	 Lead Independent Director
	  	$	25,000	 	  	 	n/a	 
	 Audit Committee
	  	$	7,500	 	  	$	7,500	 
	 Compensation Committee
	  	$	5,000	 	  	$	5,000	 
	 Nominating and Corporate Governance Committee
	  	$	3,750	 	  	$	3,750	 

 The foregoing fees will be payable in arrears in four equal quarterly installments on the last day of each
quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board, on such committee or in such position, and no fee shall be payable in respect of any period prior to
the completion of our initial public offering. 











 Equity Compensation 

Initial Grants 
 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 40,000 shares of our common stock. The initial award shall have a term of ten years from the date of the award and shall vest
and become exercisable in equal monthly installments beginning one month following the date of grant of the award and ending on the three-year anniversary of the date of grant of the award, subject to the director’s continued service as a
director, employee or consultant through each applicable vesting date. The exercise price shall be the closing price of our common stock on the date of grant. 

Annual Grants 
 Each non-employee director will be granted, automatically and without the need for any further action by the Board, an equity award on the date of our annual meeting of stockholders for such year of an option to purchase
20,000 shares of our common stock. The annual award shall have a term of ten years from the date of the award, and shall vest and become exercisable in full on the one-year anniversary of the date of the
award, (or, if earlier, the date of our next annual meeting of stockholders following the date of grant), subject to the director’s continued service as a director, employee or consultant through each applicable vesting date. The exercise price
shall be the closing price of our common stock on the date of grant. 
 Accelerated Vesting 

The vesting of each option granted from and after the IPO to a non-employee director shall accelerate
as to 100% of the shares subject to the option in the event that (i) there is a Change of Control of the Company (as defined in the applicable option agreement) and (ii) either the non-employee
director (A) is required to resign his or her position as a non-employee director as a condition to the closing of the Change in Control, (B) is removed from his or her position as a non-employee director in connection with the Change in Control or (C) is not nominated to serve on the Board of the Company or the acquiring or succeeding entity at the next annual meeting of stockholders of
the Company or the acquiring or succeeding entity following the Change of Control. 
 Adjustments 

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 effecting 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. 

  
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 The initial awards and the annual awards shall be subject to the terms and conditions of our
2018 Equity Incentive Plan, or any successor plan, and the terms of the option agreements entered into with each non-employee director in connection with such awards. 

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. 

  
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