Exhibit 10.1


 


ALBIREO PHARMA, INC.


 


NONEMPLOYEE DIRECTOR COMPENSATION POLICY


 


(Adopted January 23, 2017, Last modified
June 15, 2022)


 


The Board of Directors of
Albireo Pharma, Inc. (the “Company”) has approved the following Nonemployee Director Compensation Policy (this
 “Policy”) to provide an inducement to obtain and retain the services of qualified persons to serve as members of the
Company’s Board of Directors. The Policy establishes compensation to be paid to nonemployee directors of the Company.


 


Applicable Persons


 


This Policy shall apply to
each director of the Company who is not an employee of, or compensated consultant to, the Company or any Affiliate (each, an “Outside
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.


 


Compensation


 


A. Equity Grants


 


1. Annual Stock Option
Grants


 


Each
Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Company’s
2018 Equity Incentive Plan, as amended, or a successor plan (the “Equity Plan”), a nonqualified stock option to purchase
the lesser of (i) 8,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”),
and (ii) the number of shares of Common Stock having an aggregate grant date fair value of $300,000 (rounded down to the nearest
whole share), each year on the fifth (5th) business day after the Company’s
annual meeting of stockholders (the “Annual Stock Options”); provided, however, that if there has been
no annual meeting of stockholders held by the first business day of the third fiscal quarter, each Outside Director shall be granted,
automatically and without any action on the part of the Board of Directors, such Annual Stock Option on the first business day of the
third fiscal quarter of such year.


 


2. Initial Stock Option
Grants for Newly Appointed or Elected Directors


 


Each new Outside Director
shall be granted, automatically and without any action on the part of the Board of Directors, under the Equity Plan, a nonqualified stock
option to purchase 16,000 shares of Common Stock on the date that the Outside Director is first appointed or elected to the Board of Directors
(the “Initial Stock Options” and, together with the Annual Stock Options, the “Outside Director Stock Options”).


 


3. Terms of Outside Director
Stock Options


 


Unless otherwise specified
by the Board of Directors or the Compensation Committee at the time of grant, each Outside Director Stock Option shall: (i) vest,
in the case of (A) an Annual Stock Option, on the earlier of (a) one year from the date of the grant or (b) the day prior
to the annual meeting for the next fiscal year that begins following the date of grant, subject to the Outside Director’s continued
service on the Board of Directors on the vesting date, and (B) an Initial Stock Option, in equal annual installments over three years
from the date of grant; provided that each Initial Stock Option shall in any case be fully vested on the day prior to the annual meeting
for the third fiscal year that begins following the date of grant, subject to the Outside Director’s continued service on the Board
of Directors on the applicable vesting dates; (ii) terminate 10 years from the date of grant, (iii) become fully vested immediately
prior to a Change of Control (as defined in the Equity Plan, as amended from time to time), and (iv) be granted under the Company’s
standard form of agreement unless on or prior to the date of grant the Board of Directors or the Compensation Committee shall determine
that other terms or conditions shall be applicable.


 



     


     


    

 


B. Cash Fees


 


1.     Annual
Cash Fees


 


The following annual cash
fees shall be paid to the Outside Directors serving on the Board of Directors and the Audit Committee, Compensation Committee and Nominating
and Governance Committee, as applicable.


 


	Board of Directors or Committee of Board of Directors	 	Annual 

Retainer

 Amount for

 Chair	 	 	Annual

 Retainer

 Amount for

 Other Members	 
	Board of Directors	 	$	75,000	 	 	$	40,000	 
	Audit Committee	 	$	20,000	 	 	$	10,000	 
	Compensation Committee	 	$	15,000	 	 	$	7,500	 
	Nominating and Governance Committee	 	$	10,000	 	 	$	5,000	 



 


2.     Payment
Terms for All Cash Fees


 


Cash fees payable to Outside
Directors shall be paid quarterly in arrears as soon as practicable following the last business day of each fiscal quarter.


 


Following an Outside Director’s
first election or appointment to the Board of Directors, such Outside Director shall receive his or her cash compensation prorated during
the first fiscal quarter in which he or she was initially appointed or elected for the number of days during which he or she provides
service. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment on a prorated
basis through his or her last day of service that shall be paid as soon as practicable following the last business day of the fiscal quarter.


 


Expenses


 


Upon presentation of documentation
of such expenses reasonably satisfactory to the Company, each Outside 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. Each Outside Director shall abide by the Company’s travel and other expense policies
applicable to Company personnel.


 


Amendments


 


The Compensation Committee
or the Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation
provided herein should be adjusted in order to fulfill the objectives of this Policy.


 



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