EX-10.1



 Exhibit 10.1 

CareDx, Inc. 

OUTSIDE DIRECTOR COMPENSATION POLICY 

Effective as of July 17, 2014 

Amended on April 28, 2015, effective as of April 1, 2015 

Amended on July 14, 2016, effective as of July 1, 2016 

CareDx, Inc. (the “Company”) believes that the granting of equity and cash compensation to its members of the Board of
Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside
Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. Unless otherwise
defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2014 Equity Incentive Plan (the “Plan”). Each Outside Director will be solely responsible for any tax obligations
incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy. 
 This
Policy will be effective as of the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “Registration Date”). 

 

	 	1.	RETAINERS 

  

									
	 BOARD MEMBERSHIP
	  				  			
	 Chairman of Board:
	  	$	65,000	  	  	 	Annual Retainer	  
	 Outside Directors (including Chairman):
	  	$	30,000	  	  	 	Annual Retainer	  
	 AUDIT COMMITTEE
	  				  			
	 Annual compensation for Audit Committee members is as follows:
	  				  			
	 Chairman of Committee:
	  	$	20,000	  	  	 	Annual Retainer	  
	 Committee Members (other than Chairman)
	  	$	10,000	  	  	 	Annual Retainer	  
	 COMPENSATION COMMITTEE
	  				  			
	 Annual compensation for the Compensation Committee is as follows:
	  				  			
	 Chairman of Committee:
	  	$	12,000	  	  	 	Annual Retainer	  
	 Committee Members (other than Chairman)
	  	$	6,000	  	  	 	Annual Retainer	  
	 NOMINATING/CORPORATE GOVERNANCE COMMITTEE
	  				  			
	 Compensation for the Nominating Committee is as follows:
	  				  			
	 Chairman of Committee:
	  	$	8,000	  	  	 	Annual Retainer	  
	 Committee Members (other than Chairman):
	  	$	4,000	  	  	 	Annual Retainer	  
	 SCIENCE & TECHNOLOGY COMMITTEE
	  				  			
	 Compensation for the Science & Technology Committee is as follows:
	  				  			
	 Chairman of Committee:
	  	$	10,000	  	  	 	Annual Retainer	  
	 Committee Members (other than Chairman):
	  	$	5,000	  	  	 	Annual Retainer	  








 There are no per meeting attendance fees for attending Board, Audit Committee, Compensation
Committee, Nominating Committee and/or Science & Technology Committee meetings. 
 Retainers (other than chairman retainers) will begin
accruing on the Registration Date and will be paid quarterly in arrears on a prorated basis. 
 The retainers will be paid 2/3rd in shares of Company common stock (“Shares”) and 1/3rd in cash, provided that a Director may elect for any period to be paid
wholly in Shares. Such elections will be effective after the quarter in which they are made or after the Registration Date for elections made prior to the Registration Date. For purposes of determining the payment of the retainer, Shares
will be valued at the average closing price in the quarter for which the retainer is paid. 
  

	 	2.	EQUITY COMPENSATION 


Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable
equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as
otherwise provided herein, and will be made in accordance with the following provisions: 
 (a) No Discretion. No person will
have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards. 

(b) Appointment Awards. Subject to Section 11 of the Plan, upon an Outside Director’s appointment to the Board following the
Registration Date, such Outside Director automatically will be granted (i) a Nonstatutory Stock Option to purchase 30,000 Shares (the “NSO Appointment Award”) and (ii) 10,000 Restricted Stock Units (the “RSU
Appointment Award”). Subject to Section 5 below and Section 14 of the Plan, each NSO Appointment Award will vest, in thirty-six (36), equal, monthly installments beginning with the first monthly anniversary after the grant date, and
each RSU Appointment Award will vest in three (3), equal, annual installments beginning with the first annual anniversary after the grant date. Each NSO Appointment Award and RSU Appointment Award will vest fully upon a Change in Control (as
defined in the Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable. 

(c) Annual Awards. Subject to Section 11 of the Plan, on the Registration Date and on the date of each Annual Meeting of the
Company’s stockholders (the “Annual Meeting”) beginning with the 2015 Annual Meeting, each Outside Director automatically will be granted (i) a Nonstatutory Stock Option to purchase 15,000 Shares (the “Annual NSO
Award”) and (ii) 5,000 Restricted Stock Units (the “Annual RSU Award”). Subject to Section 5 below and Section 14 of the Plan, each Annual NSO Award will vest in twelve (12), equal, monthly installments beginning with
the first monthly anniversary after the grant date, and each Annual RSU Award will vest in one (1) installment on the one year anniversary of the grant date. Each Annual NSO Award and Annual RSU Award will vest fully upon a Change in Control
(as defined in the Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable. 

(d) Terms Applicable to all Options Granted Under this Policy. The per Share exercise price for an Option granted on the
Registration Date under this Outside Director Compensation Policy will equal the initial offering price to the public. The per Share exercise price for all other Options granted under this Outside Director Compensation Policy will be one
hundred percent (100%) of the Fair Market Value on the grant date. 
  

	 	3.	TRAVEL EXPENSES 

 Each
Outside Director’s reasonable, customary and documented travel expenses to Board meetings will be reimbursed by the Company. 

  
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	 	4.	ADDITIONAL PROVISIONS 


All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors. 

 

	 	5.	ADJUSTMENTS 

 In the event that any
dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Shares or other securities of the Company or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits
intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy. 
  

	 	6.	REVISIONS 

 The Board in its
discretion may change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, for Awards of the same or different type granted on or after the date the Board determines
to make any such change or revision.

  
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