Exhibit
10.1


 


AKARI THERAPEUTICS, PLC


 


AMENDED
AND RESTATED


NON-EMPLOYEE
DIRECTOR COMPENSATION POLICY


 


(Effective
as of November 19, 2015)


 


The Board of Directors of Akari Therapeutics,
PLC (the “Company”) has approved the following Amended and Restated Non-Employee Director Compensation Policy
(this “Policy”) which establishes compensation to be paid to non-employee directors of the Company, effective
as of November 19, 2015 (“Effective Time”), to provide an inducement to obtain and retain the services of qualified
persons to serve as members of the Company’s Board of Directors.


 


Applicable Persons


 


This Policy shall apply to each director
of the Company who is not an employee of the Company or any Affiliate (each, a “Non-Employee Director”). “Affiliate”
shall mean an entity which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of
the Internal Revenue Code of 1986, as amended.


 


Stock Option Grants 


 


All stock option amounts set forth herein
shall be subject to automatic adjustment in the event of any stock split or other recapitalization affecting the Company’s
ordinary shares.


 


Annual Stock Option
Grants


 


Annually, each Non-Employee Director shall
be granted a non-qualified stock option to purchase 1,300,000 shares of the Company’s ordinary shares (equivalent to 13,000
ADSs based on 1:100 ratio) under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) on the date
of the first meeting of the Board of Directors held following the Company’s annual meeting of shareholders.


 


Initial Stock Option
Grant For Newly Appointed or Elected Directors


 


Each new Non-Employee Director shall be
granted a non-qualified stock option to purchase 1,300,000 shares of the Company’s ordinary shares (equivalent to 13,000
ADSs based on 1:100 ratio) under the 2014 Plan at the first regularly scheduled meeting of the Board of Directors on or after his
or her initial appointment or election to the Board of Directors.


 


Terms for All Option
Grants


 


Unless otherwise specified by the Board
of Directors or the Compensation Committee at the time of grant, each Annual Stock Option granted under this Policy shall (i) vest
in one year on the anniversary of the date of grant, subject to the Non-Employee Director’s continued service on the Board
of Directors; (ii) have an exercise price equal to the fair market value of the Company’s ordinary shares as determined in
the 2014 Plan on the grant date; (iii) terminate ten years after the grant date, (iv) become fully vested immediately prior to
a Change of Control (as defined below) and (v) contain such other terms and conditions as set forth in the form of option agreement
approved by the Board of Directors or the Compensation Committee prior to the grant date.


 






    	 	 	 



     


    

 


Unless otherwise
specified by the Board of Directors or the Compensation Committee at the time of grant, each Initial Stock Option Grant
For Newly Appointed or Elected Directors granted under this Policy shall (i) vest ratably over three years in three equal installments
on the anniversary date of grant beginning on the first anniversary, subject to the Non-Employee Director’s continued service
on the Board of Directors; (ii) have an exercise price equal to the fair market value of the Company’s ordinary shares as
determined in the 2014 Plan on the grant date; (iii) terminate ten years after the grant date, (iv) become fully vested immediately
prior to a Change of Control (as defined below) and (v) contain such other terms and conditions as set forth in the form of option
agreement approved by the Board of Directors or the Compensation Committee prior to the grant date.


 


“Change of Control” means
the occurrence of any of the following events: (i) any “Person” (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “Beneficial Owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more
of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any
such voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction
or a series of related transactions; or (ii)(a) a merger or consolidation of the Company whether or not approved by the Board of
Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company
or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation;
or (b) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring
stockholder approval.


 


Annual Fees


 


Each Non-Employee Director serving on the
Board of Directors shall receive an annual cash retainer amount of $36,000. In addition, the Chairman and Vice Chairman shall receive
an additional annual cash retainer of $10,000.


 


In addition, each member of the Audit Committee,
Compensation Committee, Nominating and Corporate Governance Committee and Research and Development Committee, as applicable, and
each chairperson of such committees, as applicable, shall be entitled to the following annual retainer amounts:


 


	Board of Directors or 

Committee of Board of 

Directors	Annual Cash Retainer Amount

 for Committee Membership	Annual Cash Retainer Amount 

for Committee Chairmanship
	Audit Committee	$5,000	$15,000
	Compensation Committee	$5,000	$10,000
	Nominating and Corporate Governance Committee	$5,000	$10,000
	Research and Development Committee	$5,000	$10,000


 


Payment Terms for
All Cash Fees


 


Cash payments payable to Non-Employee Directors
shall be paid on a quarterly basis in advance of the last business day of each of the fiscal quarters (each, a “Payment
Date”).


 






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Following a Non-Employee Director’s
first election or appointment to the Board of Directors, such Non-Employee Director shall receive his or her cash compensation
pro rated beginning on the first day which he or she was initially appointed or elected. If a Non-Employee Director dies, resigns
or is removed during any quarter, he or she shall be entitled to a cash payment on a pro rated basis through his or her last day
of service.


 


Form of Compensation


 


A Non-Employee Director may elect, in lieu
of annual cash payments, to be paid, in part or in full, in the form of fully-vested shares of the Company’s ordinary shares.
In such case, an electing Non-Employee Director will receive such number of shares of the Company’s ordinary shares equal
to the dollar-value of the non-cash portion of their annual compensation, calculated in accordance with FASB Accounting Standards
Codification ASC 718, “Share-Based Payment” on the Payment Date.


 


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 of Directors and committees thereof or in connection
with other business related to the Board of Directors.


 


Amendments


 


The Compensation Committee
shall periodically review this Policy to assess whether any amendments in the type and amount of compensation provided herein should
be made and shall make recommendations to the Board of Directors for its approval of any amendments to this Policy.


 


 


 



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