Non-Employee Director Compensation Policy



 Exhibit 10.1 
 Vical Incorporated 
 Non-Employee Director Compensation Policy

 Director Fees 
 The Chairman of our Board of Directors receives an annual fee of $64,000. Each of our other non-employee directors receives an annual fee of $44,000. 

Non-employee directors also receive fees for participation on committees of the Board of Directors. The Chairman of our Audit Committee
receives an annual fee of $25,000 and each other member of the Audit Committee receives an annual fee of $7,000. The Chairman of our Compensation Committee receives an annual fee of $15,000 and each other member of the Compensation Committee
receives an annual fee of $7,000. The Chairman of our Nominating/Governance Committee receives an annual fee of $10,000 and each other member of the Nominating/Governance Committee receives an annual fee of $7,000. 

Non-employee directors are also reimbursed for their expenses for each Board or committee meeting attended. To the extent that any
taxable reimbursements are provided, they shall be made or provided in accordance with Section 409A of the Internal Revenue Code and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not
limited to, the following provisions: (a) the amount of any such expense reimbursement provided during the individual’s taxable year shall not affect any expenses eligible for reimbursement in any other taxable year, (b) the
reimbursement of the eligible expense shall be made no later than the last day of the individual’s taxable year that immediately follows the taxable year in which the expense was incurred, (c) the right to any reimbursement shall not be
subject to liquidation or exchange for another benefit or payment. 
 All fees (except for expenses, which are reimbursed as
provided above) are paid on a quarterly basis. 
 Director Equity Awards 

Under our Amended and Restated Stock Incentive Plan, each of our new non-employee directors, on the date of his or her election to the
Board of Directors, receives (a) a stock option grant with a Black-Scholes-Merton (“BSM”) value of $75,000 on the date of grant and (b) a restricted stock unit (“RSU”) with a BSM value of $25,000 on the date of grant.
The shares subject to these options and RSUs generally vest 25% on the first anniversary of the date of grant, with the remaining shares vesting quarterly over the next three years. 

Each non-employee director who has served on our Board of Directors for at least six months on the date of each regular Annual Meeting of
Stockholders also receives an annual grant of (a) an option with a BSM value of $63,750 and (b) a RSU with a BSM value of $21,250 as of the grant date. These options and RSUs vest in full on the date of the regular Annual Meeting of
Stockholders for the year following the year in which the option and RSU were granted. No 







 
more than an aggregate of 30% of the shares available under our Stock Incentive Plan are available for grant to non-employee directors. Our Board of Directors may provide discretionary grants
under the Stock Incentive Plan to our non-employee directors. 
 The Chairman of our Board of Directors receives an annual grant
of (a) an option with a BSM value of $83,750 under the Stock Incentive Plan (in lieu of the annual grant of an option with a BSM value of $63,750 which he would otherwise receive as a non-employee director) and (b) a RSU with a BSM value
of $21,250 as of the grant date. The option and RSU granted to the Chairman also vest in full on the date of the regular Annual Meeting of Stockholders for the year following the year in which the option and RSU were granted. 

At the time an RSU is granted the non-employee director may make an irrevocable election to defer the release of the common stock
underlying the RSU to a future date which is after its vesting date. The par value of $0.01 per share of the underlying shares of an RSU grant is paid by the non-employee director on the date of grant.