Exhibit 10.5

 

BEIGENE, LTD.

 

INDEPENDENT DIRECTOR COMPENSATION POLICY

 

The purpose of this Independent Director Compensation Policy (this “Policy”) of BeiGene, Ltd. (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 meet the general independence requirements under NASDAQ Rule 5605(a)(2). In furtherance of this purpose, effective as of the date of approval by the Board of Directors (the “Board”) of the Company of this Policy and as further set forth below under “Effective Date”, all independent directors shall be paid compensation for services provided to the Company as set forth below:

 

Cash Retainers

 

Annual Retainer for Board Membership

 

	
For   general availability and participation in meetings and conference calls of   the Board. No additional compensation for attending individual Board   meetings.
    	
 
    	
$
    	
50,000
    	
 
    
	
Additional   Annual Retainers for Committee Membership and Service as Chairperson
    	
 
    	
 
    	
 
    
	
Audit Committee   Chairperson:
    	
 
    	
$
    	
22,500
    	
 
    
	
Audit Committee   member:
    	
 
    	
$
    	
10,000
    	
 
    
	
Compensation   Committee Chairperson:
    	
 
    	
$
    	
17,500
    	
 
    
	
Compensation   Committee member:
    	
 
    	
$
    	
7,500
    	
 
    
	
Nominating and   Corporate Governance Committee Chairperson:
    	
 
    	
$
    	
12,500
    	
 
    
	
Nominating and   Corporate Governance Committee member
    	
 
    	
$
    	
5,000
    	
 
    
	
No additional   compensation for attending individual committee meetings.
    	
 
    	
 
    	
 
    


 

All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the independent director. Cash retainers owing to independent directors shall be annualized, meaning that independent directors who join the Board during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director.

 

Equity Retainers

 

Upon initial election or appointment to the Board: An initial equity grant (the “Initial Grant”) on the date of such election or appointment (the “grant date” for the Initial Grant) with an initial value of $300,000 on the grant date, pro-rated based on the number of calendar days to be served from the grant date until the first anniversary of the most recent Annual Meeting.

 

Annual equity grants: On the date of the Company’s Annual Meeting of Shareholders (the “Annual Meeting”), each continuing independent member of the Board who is eligible to receive awards under this Plan will receive an annual equity grant (the “Annual Grant”) with an initial value of $300,000 on the date of grant.

 











 

Terms and Conditions of Initial Grant and Annual Grant: Each of the Initial Grant and the Annual Grant (together, the “Equity Awards”) shall consist of 50% restricted share units (“RSUs”) and 50% share options (“Options”).  The number of RSUs awarded with respect to an Initial Grant or Annual Grant will be 50% of the applicable grant value divided by the fair market value per share of the Company’s shares on the date of grant, and the number of Options will be 50% of the applicable grant value divided by the per share option value on the date of grant determined in accordance with the Company’s standard option valuation practices. The Options will have an exercise price equal to the fair market value per share of the Company’s shares on the date of grant. The Equity Awards shall be governed by, and subject to the terms and conditions of, the Company’s 2016 Share Option and Incentive Plan (as may be amended from time to time) and standard form of grant agreements in effect on the date of grant. In addition, the Equity Awards shall vest in full (i.e., in a single installment) upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director resigns from the Board or otherwise ceases to serve as a director other than as set forth below or the Board determines that the circumstances warrant continuation of vesting.  In addition, all Options shall be exercisable for three years following cessation of service, and all Equity Awards shall accelerate in full upon (i) death, (ii) disability, (iii) termination of service in connection with a change of control of the Company, or (iv) upon a change of control of the Company if the director’s service continues and the awards are not assumed by the acquiror at the time of the change of control.

 

Limitations on Independent Director Compensation

 

Cash and equity compensation payable to independent directors under this Policy shall be subject to any limits, terms and conditions set forth in any Company policy or equity incentive plan or as otherwise adopted by the Board from time to time.

 

Expenses

 

The Company shall reimburse all reasonable out-of-pocket expenses incurred by independent directors in attending Board and committee meetings.

 

Effective Date

 

The Cash Retainers shall be effective as of July 1, 2018, and the Equity Retainers shall be effective as of the Annual Meeting on June 6, 2018.

 

ADOPTED: November 16, 2016

EFFECTIVE: November 16, 2016

AMENDED:  June 6, 2018

 

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