EX-10.8



 Exhibit 10.8 

CONSTELLATION PHARMACEUTICALS, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

Effective upon the completion of the initial public offering (“IPO”) of Constellation Pharmaceuticals, Inc. (the
“Company”), the Company’s non-employee directors 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	 	  	Chairman Incremental
Annual Fee	 
	 Board of Directors
	  	$	35,000	 	  	$	30,000	 
	 Audit Committee
	  	$	7,500	 	  	$	7,500	 
	 Compensation Committee
	  	$	5,000	 	  	$	5,000	 
	 Nominating and Corporate Governance Committee
	  	$	3,500	 	  	$	4,000	 

 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, each 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 290,000 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 as to 1/36 of the shares underlying such award at the end of each successive one-month period following the grant date until the third anniversary of the grant date, subject to the
director’s continued service as a director, employee or consultant through each applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a change in control of the Company. The exercise price shall be the closing
price of our common stock on the date of grant, provided that the exercise price pursuant to the foregoing clause (i) shall be the price at which the shares are sold to the public in the IPO. 

Annual Grants. Each non-employee director who has served as a member of our Board for at least
six months prior to the date of our annual meeting of stockholders for a particular year 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 145,000 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, subject to the director’s continued service as a director, employee or consultant through each applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a change in control of the
Company. The exercise price shall be the closing price of our common stock on the date of grant. 
 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, in each case only if such event occurs after the completion of the initial public offering. 

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 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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