EX-10.5





 Exhibit 10.5 

GRAPHITE BIO, INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 
 The purpose of this Non-Employee
Director Compensation Policy (the “Policy”) of Graphite Bio, 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 or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the
Company’s initial public offering of equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth
below: 
  

	 	I.	 Cash Retainers 



(a) Annual Retainer for Board Membership: $35,000 for general availability and participation in meetings and conference calls of our
Board of Directors, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation for attending individual Board
of Directors meetings. 
 (b) Additional Annual Retainers for Committee Membership: 

 

					
	 Audit Committee Chairperson:
	  	$	15,000	 
	 Audit Committee member (other than Chairperson):
	  	$	7,500	 
	 Compensation Committee Chairperson:
	  	$	10,000	 
	 Compensation Committee member (other than Chairperson):
	  	$	5,000	 
	 Nominating and Corporate Governance Committee Chairperson:
	  	$	8,000	 
	 Nominating and Corporate Governance Committee member (other than Chairperson):
	  	$	4,000	 
	 Science & Technology Committee Chairperson:
	  	$	10,000	 
	 Science & Technology Committee member (other than Chairperson):
	  	$	5,000	 

 (c) Additional Retainer for Non-Executive Chairman of the
Board: $30,000 to acknowledge the additional responsibilities and time commitment of the Non-Executive Chairman role. 













	 	II.	 Equity Retainers 



All grants of equity retainer awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance with
the following provisions: 
 (a) Value. For purposes of this Policy, “Value” means with respect to (i) any
award of stock options the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC Topic
718; and (ii) any award of restricted stock and restricted stock units the product of (A) the average closing market price on the Nasdaq Global Market (or such other market on which the Company’s Common Stock is then principally
listed) of one share of the Company’s Common Stock over the trailing 30-day period ending on the last day immediately prior to the grant date or if the Company’s Common Stock has been listed and traded for less than 30 days prior to such
date, then the average closing market price on the Nasdaq Global Market (or such other market on which the Company’s Common Stock is then principally listed) of one share of the Company’s Common Stock over the total trailing period ending
on the day immediately prior to the grant date and (B) the aggregate number of shares pursuant to such award. 
 (b) Sale Event
Acceleration. In the event of a Sale Event (as defined in the Company’s 2021 Stock Option and Incentive Plan (as amended from time to time, the “2021 Plan”)), the equity retainer awards granted to Outside Directors pursuant
to this Policy shall become 100% vested and exercisable. 
 (c) Initial Grant. Upon initial election to the Board of Directors, each
new Outside Director will receive an initial, one-time grant of a non-statutory stock option to purchase 40,000 shares of the Company’s Common Stock (the
“Initial Grant”) with an exercise price per share equal to the closing price of a share of the Company’s Common Stock on the date of grant and a term of ten years, that vests in equal monthly installments over three years;
provided, however, that all vesting ceases if the Outside Director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. If
any Initial Grant to an Outside Directors is to become effective as of the date of the Company’s initial public offering, it shall have an exercise price per share equal to the per share “price to the public” (or equivalent) set forth
on the cover page for the final prospectus relating to the Company’s initial public offering. This Initial Grant applies to Outside Directors who are first elected to the Board of Directors effective as of or subsequent to the Company’s
initial public offering. 
 (d) Annual Grant. On the date of the Company’s Annual Meeting of Stockholders, each Outside Director
who will continue as a member of the Board of Directors following such Annual Meeting of Stockholders will receive a grant of a non-statutory stock option to purchase 20,000 shares of the Company’s Common
Stock on the date of such Annual Meeting (the “Annual Grant”) with an exercise price per share equal to the closing price of a share of the Company’s Common Stock on the date of grant and a term of ten years, that vests in full
on the earlier of (i) the one-year anniversary of the grant date or (ii) the next Annual Meeting of Stockholders; provided, however, that all vesting ceases if the Outside Director resigns
from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. If a new Outside Director joins our Board of Directors on a date other than the
date of the Company’s Annual Meeting of Stockholders, then in lieu of the above, such Outside Director will be granted a pro-rata portion of the Annual Grant at the next Annual Meeting of Stockholders
based on the time between such Outside Director’s appointment and such next Annual Meeting of Stockholders. 













	 	III.	 Expenses 



The Company will reimburse all reasonable out-of-pocket expenses incurred by
Outside Directors in attending meetings of the Board of Directors or any Committee thereof. 
  

	 	IV.	 Maximum Annual Compensation 



The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in a calendar year period shall
not exceed (i) $1,000,000 in the first calendar year an individual becomes an Outside Director and (ii) $750,000 in any other year (or in each case, such other limits as may be set forth in Section 3(b) of the 2021 Plan or any similar provision
of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in accordance with ASC Topic 718 or its successor provision,
but excluding the impact of estimated forfeitures related to service-based vesting conditions. 
 Date Policy Approved: June 18, 2021