EX-10.3





 Exhibit 10.3 

ZENTALIS PHARMACEUTICALS, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM*

 Non-employee members of the board of directors (the “Board”) of
Zentalis Pharmaceuticals, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this
“Program”). This Program has been adopted under the Company’s 2020 Incentive Award Plan (the “Equity Plan”) and shall be effective on the pricing date of the Company’s initial public offering
(the “IPO”) of the Company’s common stock (and immediately following the Company’s corporate conversion to be effected in accordance with such IPO but prior to the effectiveness of the Company’s Registration
Statement on S-1 filed with the Securities and Exchange Commission in connection with the IPO) (the “Effective Date”). The cash and equity compensation described in this Program shall
be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity
compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion.
The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors.
No Non-Employee Director shall have any rights hereunder, except with respect to stock options granted pursuant to the Program. Capitalized terms not otherwise defined herein shall have the meanings ascribed
in the Equity Plan. 
 1.    Cash Compensation. 

(a)    Annual Retainers. Each Non-Employee Director shall receive an annual
retainer of $40,000 for service on the Board. 
 (b)    Additional Annual Retainers. In addition, each Non-Employee Director shall receive the following additional annual retainers, as applicable: 

(i)    Chairperson of the Board/Lead Independent Director. A Non-Employee
Director serving as Chairperson of the Board or Lead Independent Director shall receive an additional annual retainer of $15,000 for such service. 

(ii)    Audit Committee. A Non-Employee Director serving as Chairperson of
the Audit Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an
additional annual retainer of $10,000 for such service. 
 (iii)    Compensation Committee. A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director
serving as a member of the Compensation Committee (other than the Chairperson) shall receive an additional annual retainer of $7,500 for such service. 

(iv)     Nominating and Corporate Governance Committee. A Non-Employee
Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member of the
Nominating and Corporate Governance Committee (other than the Chairperson) shall receive an additional annual retainer of $5,000 for such service. 

 

	* 	 All numbers of shares set forth in this Program give effect to the corporate conversion to be implemented by
the Company in connection with its initial public offering. 














 (c)    Payment of Retainers. The annual retainers described in
Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, the retainer
paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as
applicable. 
 2.    Equity Compensation. Non-Employee Directors shall be
granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company,
and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set
forth herein, and all grants of stock options hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment
as provided in the Equity Plan. 
 (a)    IPO Awards. Unless otherwise specified by the Board, each Non-Employee Director serving in such capacity on the Effective Date shall be eligible to receive an option under the Equity Plan to purchase 20,000 (or, with respect to the
Non-Employee Director serving as Chairperson of the Board or Lead Independent Director, 30,000) shares of the Company’s common stock on the Effective Date. The awards described in this Section 2(a)
shall be referred to as “IPO Awards.” 
 (b)    Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall receive an option under the Equity Plan, or any other applicable Company equity incentive plan then-maintained
by the Company, to purchase 40,000 shares of the Company’s common stock on the date of such initial election or appointment. The awards described in this Section 2(b) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award. 

(b)    Subsequent Awards. A Non-Employee Director who (i) is serving on
the Board as of the date of any annual meeting of the Company’s stockholders after the Effective Date and has been serving as a Non-Employee Director for at least six months as of the date of such
meeting, and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted an option under the Equity Plan, or any other applicable Company
equity incentive plan then-maintained by the Company, to purchase 20,000 (or, with respect to the Non-Employee Director serving as Chairperson of the Board or Lead Independent Director, 30,000) shares of the Company’s common stock on the date
of such annual meeting. The awards described in this Section 2(c) shall be referred to as “Subsequent Awards.” For the avoidance of doubt, a Non-Employee Director elected for the
first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Subsequent Award on the date of such meeting as well. 

(c)    Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any
parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Award pursuant to Section 2(b) above, but to the
extent that they are otherwise entitled, will receive, after termination from employment with the Company and any parent or subsidiary of the Company, Subsequent Awards as described in Section 2(c) above. 

  
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 (d)    Terms of Awards Granted to
Non-Employee Directors 
 (i) Purchase Price. The per share exercise price of each option
granted to a Non-Employee Director shall equal the Fair Market Value of a share of common stock on the date the option is granted; provided, however, that each IPO Award granted on the Effective
Date shall have an exercise price equal to the initial price to the public of the Company’s common stock in the Company’s IPO set forth in the Company’s final prospectus relating to the IPO filed with the Securities and Exchange
Commission. 
 (ii) Vesting. Each IPO Award will vest on the first anniversary of the date of grant. Each Initial Award shall vest
and become exercisable in substantially equal monthly installments over the thirty-six (36) months following the date of grant, subject to the Non-Employee Director
continuing in service on the Board through each such vesting date. Each Subsequent Award shall vest and/or become exercisable on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual meeting
of the Company’s stockholders, subject to the Non-Employee Director continuing in service on the Board through such vesting date. Unless the Board otherwise determines, no portion of an IPO Award, Initial
Award or Subsequent Award which is unvested and/or exercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and/or exercisable thereafter. Unless
otherwise expressly provided in an award agreement or other written agreement between the Company and a Non-Employee Director, upon a Change in Control (as defined in the Equity Plan), all outstanding equity
awards granted under the Equity Plan, and any other equity incentive plan maintained by the Company, that are held by a Non-Employee Director shall become fully vested and/or exercisable, irrespective of any
other provisions of the Plan or any award agreement. 
 (iii)    Term. The term of each stock option granted to a
Non-Employee Director shall be ten (10) years from the date the option is granted. 

3.    Compensation Limits. Notwithstanding anything to the contrary in this Program, commencing with the first
calendar year following the Effective Date, all compensation payable under this Program will be subject to any limits on the maximum amount of Non-Employee Director compensation set forth in the Equity Plan,
as in effect from time to time (which limits shall not apply to the compensation for any Non-Employee Director of the Company who serves in any capacity in addition to that of a Non-Employee Director for which he or she receives additional
compensation or any compensation paid to any non-employee director during the calendar year in which the Effective Date occurs). 

4.    Reimbursements. The Company shall reimburse each Non-Employee
Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director
in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in from time to time. 

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