EX-10.5





 Exhibit 10.5 

VIVIDION THERAPEUTICS, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION
POLICY 
 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or
consultant to Vividion Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for such Eligible Director’s service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public
offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline
all or any portion of such compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be, subject to compliance with all applicable laws. This policy is effective as of the
Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board. 
 Annual Cash Compensation

 The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last
day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service
and regular full quarterly payments thereafter. All annual cash fees are vested upon payment. 
  

	 	1.	 Annual Board Service Retainer: 



 

	 	a.	 All Eligible Directors: $35,000 



 

	 	b.	 Non-Executive Chair (in addition to above retainer): $30,000



  

	 	2.	 Annual Committee Chair Service Retainer: 



	 	a.	 Chair of the Audit Committee: $20,000 



 

	 	b.	 Chair of the Compensation Committee: $10,000 



 

	 	c.	 Chair of the Nominating and Corporate Governance Committee: $8,000 



 

	 	3.	 Annual Committee Member Service Retainer (not applicable to Committee Chairs): 



 

	 	a.	 Member of the Audit Committee: $10,000 



 

	 	b.	 Member of the Compensation Committee: $5,000 



 

	 	c.	 Member of the Nominating and Governance Committee: $4,000 



  
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 Equity Compensation 

The equity compensation set forth below will be granted under the Company’s 2021 Equity Incentive Plan or any other equity incentive plan then-maintained
by the Company (the “Plan”), subject to the approval of the Plan by the Company’s stockholders. All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to
100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the
Plan; provided that to the extent vested, such stock options shall remain exercisable for up to 12 months following such termination of service). 
  

	 	1.	 Initial Grant: For each Eligible Director who is first elected or appointed to the Board following the
Effective Date, on the effective date of such Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically,
and without further action by the Board or the Compensation Committee of the Board, granted a stock option to purchase _____ shares of the Company’s Common Stock (the “Initial Grant”). The shares subject to each Initial
Grant will vest in equal monthly installments over a three year period such that the option shall be fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan)
through each such vesting date and will vest in full upon a Change in Control (as defined in the Plan). 


  

	 	2.	 Annual Grant: On the date of each annual stockholder meeting of the Company that occurs
(a) beginning with calendar year 2022 and (b) that is held after the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board following such stockholder
meeting will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted a stock option to purchase ____ shares of the Company’s Common Stock (the “Annual Grant”). The
shares subject to the Annual Grant will vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) the day immediately prior to the date of the Company’s next annual
stockholder meeting following the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through such vesting date and will vest in full upon a Change in Control (as defined in the Plan). With respect to
an Eligible Director who, following the Effective Date, was first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon the Company’s first annual stockholder meeting following
such Eligible Director’s first joining the Board, such Eligible Director’s first Annual Grant will be prorated to reflect the time between such Eligible Director’s election or appointment date and the date of such first annual
stockholder meeting. 



  
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 Non-Employee Director Compensation Limit 

Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director (as defined in the Plan) shall in no event exceed the limits set forth in Section 3(d) of the Plan or any limitations contained in any successor plan. 

Expenses 
 The Company will reimburse each Eligible
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 Eligible Director timely submit 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. 

  
 3.