Exhibit 10.1


 


Exact Sciences Corporation


 


Non-Employee Director Compensation Policy


 


The purpose of this Non-Employee Director
Compensation Policy of Exact Sciences Corporation, a Delaware corporation (the “Company”), is to provide a total compensation
package that enables the Company to attract and retain, on a long-term basis, high caliber directors who are not employees or officers
of the Company or its subsidiaries.


 


In furtherance of the purpose stated above,
all non-employee directors shall be paid compensation for services provided to the Company as set forth below:


 


A.       Initial Compensation


 


Upon his or her initial election to the
board, each new non-employee director shall be granted restricted stock or deferred stock units having a value equal to $375,000,
with the number of restricted shares or deferred stock units to be issued being determined based on the closing sale price of the
Company’s common stock on the date of grant. A director shall elect whether such award is restricted stock or deferred stock
units by delivering written or electronic notice of such election to the Chief Financial Officer before the director begins to
serve on the board (or within 30 days after if it is not possible for the director to make his or her election prior to beginning
service); provided, however, that if the Chief Financial Officer receives no such election, such grant shall be made in restricted
stock. Such restricted stock or deferred stock units shall vest annually over three years (1/3 on the first anniversary of the
grant, 1/3 on the second anniversary of the grant and 1/3 on the third anniversary of the grant). If a director ceases to serve
as a director before such restricted shares or deferred stock units are fully vested due to death, or if there is a Change in Control
prior to such vesting, then such restricted stock or deferred stock units shall become fully vested as of the date of such death
or Change in Control, as applicable. If the director ceases to serve on the Board for any reason other than death, any restricted
stock or deferred stock units granted under this Paragraph A that are not then vested shall be forfeited as of the date of such
cessation of services.


 


B.       Annual Compensation


 


1.       Annual
Cash Compensation


 


a.       On
the date of each annual meeting of the Company’s stockholders, each non-employee director who is continuing as a director
following such annual meeting shall be paid an annual cash compensation amount as follows:


 


Board Member Cash Compensation


 


	Annual retainer for each director (“Annual Board Retainer”):	 	$	60,000	 
	Board chair (if independent chair) additional compensation:	 	$	30,000	 
	Lead independent director (if no independent chair) add. compensation:	 	$	30,000	 




 






     


     


    

 


Committee Member Cash Compensation


 





	Committee chair cash compensation	 	 	 
	 	 	 	 	 	 
	 	-	Audit and Finance	 	$	25,000	 
	 	-	Compensation and Management Development	 	$	20,000	 
	 	-	Nominating & Governance	 	$	13,000	 
	 	-	Innovation, Technology & Pipeline	 	$	13,000	 
	 	 	 	 	 	 
	Committee member (other than committee chair) cash compensation	 	 	 
	 	 	 	 	 	 
	 	-	Audit and Finance	 	$	12,500	 
	 	-	Compensation and Management Development	 	$	10,000	 
	 	-	Nominating & Governance	 	$	6,500	 
	 	-	Innovation, Technology & Pipeline	 	$	6,500	 




 


provided, however, no Annual Board Retainer
will be paid for the service period commencing on the date of the 2020 annual stockholders’ meeting.


 


b.       In
lieu of cash, a director may elect to receive restricted stock having an equivalent dollar value based on the closing sale price
of the Company’s common stock on the date of grant. To be effective, notice of such election must be delivered to the Company’s
Chief Financial Officer in writing or electronically prior to the annual meeting at which such election shall first take effect,
and such election shall be irrevocable and remain in effect until the later of (i) immediately prior to the second annual meeting
following the date of delivery of such notice, or (ii) written or electronic notice from the director to the Chief Financial Officer
terminating such election.


 


2.       Annual
Equity Compensation


 


a.       On
the date of each annual meeting of the Company’s stockholders, each non-employee director who is continuing as a director
following the date of such annual meeting shall be granted restricted stock or deferred stock units having a value of $250,000
with the number of restricted stock or deferred stock units to be issued being determined, based on the closing sale price of the
Company’s common stock on the date of grant. A director shall elect whether such award is restricted stock or deferred stock
units by delivering written or electronic notice of such election to the Chief Financial Officer prior to January 1 of the calendar
year in which such award will be made (or the date of the annual meeting with respect to the first award made to a director under
this Policy if it is not possible for the director to make his or her election prior to January 1 of the calendar year in which
such award will be made); provided, however, that if the Chief Financial Officer receives no such election, such grant shall be
made in restricted stock.


 






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b.       On
the date of each annual meeting of the Company’s stockholders, the board chair (if independent), provided such
individual will continue as board chair following the date of the annual meeting, shall be granted an additional annual award
having a value equal to $15,000 based on the closing sale price of the Company’s common stock on the date of grant. The
chair may elect to receive such award in either restricted stock or deferred stock units by delivering written or electronic
notice of such election to the Chief Financial Officer prior to January 1 of the calendar year in which such award will be
made (or the date of the annual meeting with respect to the first award made to the chair under this Policy if it is not
possible for the chair to make his or her election prior to January 1 of the calendar year in which such award will be made);
provided, however, that if the Chief Financial Officer receives no such election, such grant shall be made in restricted
stock.


 


c.       Grants
of annual equity compensation described in Section 2 of this Policy shall not become vested until the first anniversary of the
grant date (or, if earlier, the date of the next annual meeting of the Company’s stockholders (the “Annual Award Vesting
Date”). If a director ceases to serve as a director before the Annual Award Vesting Date due to the director’s death,
or if there is a Change in Control prior to the Annual Award Vesting Date, then the shares shall become fully vested as of the
date of such death or Change in Control, as applicable. If a director ceases to serve as a director at any time for any reason
other than death before the earlier of the Annual Award Vesting Date or a Change in Control, then the annual equity grant shall
become vested pro rata (based on the number of days between the grant date and the date of cessation of services divided by (x)
365 days for awards made at an annual stockholders meeting or (y) the number of days from the date of commencement of services
until the next annual stockholders meeting for an award made other than at an annual stockholders meeting), and to the extent the
shares are not thereby vested they shall be forfeited as of the date of such cessation of services. These vesting rules will apply
whether an award is payable in shares or deferred stock units.


 


3.       Partial
Year Compensation


 


If
a director is elected or appointed to the board other than on the date of an annual meeting of stockholders, such director’s
annual cash and equity compensation for the period between the date of such election or appointment and the date of the next following
annual meeting of the Company’s stockholders shall be granted in accordance with subsection B of this Policy on the date
of such meeting but adjusted pro rata to reflect the date of such director’s election or appointment and the date of such
meeting and, provided, further, that the number of restricted stock or deferred stock units to be issued pursuant
to this paragraph shall be determined, based on the closing sale price of the Company’s common stock on the date
of such director’s appointment, and shall be fully-vested on grant.
 


 


4.       Per-Meeting
Cash Compensation; Special Circumstances


 


a.                   Members
of the Innovation, Technology & Pipeline Committee shall receive a cash payment, in addition to that described in Section
B.1.a above, of $5,000 per full-day, on-site, special working meeting. It is contemplated that the Innovation, Technology
 & Pipeline Committee will have two such meetings a year and that such meetings would take place at the Company’s
headquarters in Madison, Wisconsin, at the Mayo Clinic in Rochester, Minnesota, or at some other location as determined by
the Committee. In lieu of cash for any such meeting, a member of the Innovation, Technology & Pipeline Committee may
elect to receive restricted stock having an equivalent dollar value based on the
closing sale price of the Company’s common stock on the date of such meeting (which shall be the date of grant). To be
effective, notice of such election must be delivered to the Company’s Chief Financial Officer in writing or
electronically prior to the date of such meeting.


 






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b.       Additional
cash compensation shall be paid at the rate of $1,500 per meeting attended, whether such meeting is attended in person or by telephone,
in the following special circumstances:


 


i.       To
the extent the number of board meetings or committee meetings, calculated on a per-committee basis, exceeds 10 in a given year.
For purposes of this section, a year commences with the Company’s annual meeting of stockholders. Only the members of a given
committee are eligible for the payments described in this section with respect to meetings of that committee. For the avoidance
of doubt, no additional compensation would be payable under this section if a director attends 9 board meetings, 9 compensation
committee meetings and 9 audit committee meetings; rather, additional compensation would only be triggered by the 11th
meeting of the board or a given committee.


 


ii.       To
the extent the board creates a special committee, or designates the members of a standing committee to function with respect to
a special purpose as members of a special committee. Only the members of the special committee are eligible for the payments described
in this section with respect to meetings of such special committee.


 


C.       Additional Terms


 


1.       All
equity and equity-based awards under this Policy (including stock options, restricted stock and deferred stock units) shall be
made under and pursuant to the Company’s 2010 Omnibus Long-Term Incentive Plan (“Plan”). Capitalized terms used
herein and not otherwise defined shall have the meanings given to them in the Plan.


 


2.       Deferred
stock units are bookkeeping entries representing the equivalent of shares of the Company’s common stock. Deferred stock units
are paid in shares of the Company’s common stock on the effective date of the director’s retirement or removal from
the board.


 


3.       All
vesting under the equity grants described in this Policy immediately ceases upon cessation of service as a director for any reason.


 


4.       A
director may not sell, transfer or otherwise dispose of any shares of restricted stock awarded under this Policy until they become
vested; however, the director shall have the right to receive dividends with respect to such shares and to vote such shares prior
to vesting.


 


5.       The
exercise price for all stock options under this Policy shall be the Company’s closing stock price on the date of grant, or,
if the date of grant is not a trading day, then the first trading day after the date of grant.


 






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6.       For
purposes of determining the number of stock options in a given grant, stock options shall be valued using the Black-Scholes method.


 


7.       The
compensation described in this Policy is in addition to reimbursement of all out-of-pocket expenses incurred by directors in attending
meetings of the board.


 


Approved April 22, 2020


 






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