Document

Exhibit 10.1

BELLICUM PHARMACEUTICALS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY


Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Bellicum Pharmaceuticals, Inc. (“Bellicum”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service.  This policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.


A.Annual Service Retainer


Each Eligible Director will be entitled to receive the following annual cash retainers for service on the Board. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal year, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year.  


1.    Annual Board Service Retainer: 


a.    All Eligible Directors: $40,000
b.    Chairman of the Board Service Retainer (in addition to Eligible Director Service Retainer): $30,000
c.    Lead Independent Director Service Retainer (in addition to Eligible Director Service Retainer): $15,000


2.    Annual Committee Member Service Retainer:


a.    Member of the Audit Committee: $7,500
b.    Member of the Compensation Committee: $5,000
c.    Member of the Nominating & Governance Committee: $3,500
d.    Member of the Science Committee: $5,000
e.    Member of the Finance Committee: $5,000


3.    Annual Committee Chair Service Retainer (in addition to Committee Member Service Retainer):


a.    Chairman of the Audit Committee: $7,500
b.    Chairman of the Compensation Committee: $5,000
c.    Chairman of the Nominating & Governance Committee: $4,000
d.    Chairman of the Science Committee: $5,000
e.    Chairman of the Finance Committee: $5,000


4.    Meeting Attendance Fee for Science Committee:


a.    In addition to the Science Committee Service Retainer, $1,000 per meeting of the Science Committee in excess of five meetings per year, not to exceed $7,000 per year.


The annual cash retainers above will be payable in equal quarterly installments in arrears on the last day of each fiscal quarter in which the service occurred.  All annual cash retainers will be vested upon payment.


Equity Grant in Lieu of Cash Service Retainer 
Commencing on January 1, 2021, in lieu of the cash compensation described in the foregoing provisions of Section A above (other than the Meeting Attendance Fee for Science Committee 
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described in #4 above), each Eligible Director shall receive a restricted stock unit award (each a “Retainer Grant”).  The Retainer Grant shall be automatically granted to each Eligible Director on January 1 of each year (or if such date is not a market trading day, the first market trading day thereafter) or, if later, on the date of the Eligible Director’s initial election to the Board (or if such date is not a market trading day, the first market trading day thereafter), and will cover a number of shares of Company common stock equal to (1) the aggregate amount of annual cash compensation otherwise payable to such Eligible Director for the upcoming calendar year under Section A divided by (2) VWAP (as defined below) over a 30 calendar day period ending on the last trading day before the date of grant, rounded down to the nearest whole share.  The Retainer Grant will vest in full upon the one year anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan, as defined in Section B below) through each such vesting date and will vest in full upon a Change in Control (as defined in the Plan).


“VWAP” means, for any trading day, the per share volume-weighted average price of the Company’s common stock on Nasdaq, in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of Nasdaq on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of the Company’s common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The VWAP for any given trading day will be determined without regard to pre-market hours or after-hours trading or any other trading outside of the regular trading session trading hours.




B.Initial and Annual Equity Compensation


The equity compensation provided under this Policy, including the Retainer Grant described above, will be granted under the Bellicum, Inc. 2019 Equity Incentive Plan (the “Plan”).  All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Company common stock on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan, provided that upon a termination of service other than for death, disability or cause, the post-termination exercise period will be 12 months from the date of termination).


1.    Initial Grant: On the date of the Eligible Director’s initial election to the Board, for each Eligible Director who is first elected to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option for 30,000 shares (the “Initial Grant”).  The shares subject to each Initial Grant will vest with respect to one-third of the shares on the one-year anniversary of the date of grant, and in equal monthly installments over the following two-year period such that the option is fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each such vesting date and will vest in full upon a Change in Control (as defined in the Plan).


2.    Annual Grant: On the date of each Bellicum annual stockholder meeting, for each Eligible Director who continues to serve as a non-employee member of the Board (or who is first elected to the Board at such annual stockholder meeting), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option for 15,000 shares (the “Annual Grant”). In addition, each Eligible Director who is first elected to the Board and other than at an annual stockholder meeting will be automatically, and without further action by the Board or Compensation Committee of the Board, granted an Annual Grant, pro rated for 
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the number of months remaining until the next annual stockholder meeting.  The shares subject to the Annual Grant will vest in full on the one-year anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through such vesting date and will vest in full upon a Change in Control (as defined in the Plan).






As updated effective as of April 22, 2022


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