EX-10.3


  Exhibit 10.3

  Intellia Therapeutics, Inc.

  Fifth Amended and Restated Non-Employee Director Compensation Policy

  The purpose of this Fifth Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Intellia Therapeutics, Inc., 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.  This Policy will become effective as of the date of adoption by our Board of Directors (the “Effective Date”).  In furtherance of this purpose, all non-employee directors shall be paid compensation for services provided to the Company as set forth below:

  Cash Retainers

  Annual Retainer for Board Membership:  An annual cash retainer for general availability and participation in meetings and conference calls of our Board of Directors (the “Board”) shall be set annually by the Board and reflected on Appendix A. There shall be no additional compensation for attending individual Board meetings.  

  Additional Retainer for Chairperson of the Board: An annual cash retainer to acknowledge the additional responsibilities and time commitment of the Chairperson role shall be set annually by the Board and reflected on Appendix A.

  Additional Annual Retainers for Committee Membership: Additional annual cash retainers for general availability and participation in meetings and conference calls of our various committees as well as an additional retainer for the chairperson of each committee shall be set annually by the Board and reflected on Appendix A. There shall be no additional compensation for attending individual committee meetings.

  Cash Retainer Administration: All cash retainers will be paid quarterly, in arrears, or upon the earlier of resignation or removal of the non-employee director. Cash retainers to non-employee directors shall be approved as annualized cash retainers. With respect to non-employee directors who join the Board or a Committee during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director in the year of their appointment.

  Equity Retainers

  Initial Equity Grant: A one-time equity award shall be granted to each new non-employee director upon his/her election to the Board after the Effective Date. The Value (as defined below), and form of, such initial equity grant shall be set annually by the Board based, among other factors, on the recommendation of the Compensation Committee and reflected on Appendix A. 

  Any initial option and/or restricted share unit (“RSU”) award shall be granted by the Board upon the director’s initial election to the Board. Such initial equity grant shall vest over three years as follows:  33 1/3 % of the total award shall vest one year after the date of grant and the remainder shall vest thereafter in substantially equal quarterly installments during the next two years, subject to the director’s continued service on the Board through the applicable vesting date.

  Annual Equity Grant:  An annual equity award or awards shall be granted automatically to each non-employee director serving on the Board immediately following each annual meeting of the Company’s stockholders, without 

   

   

  

   

  further resolution by the Compensation Committee or Board. The Value, and form of, such annual equity award(s) shall be set annually by the Board based, among other factors, on the recommendation of the Compensation Committee and reflected on Appendix A.   

  Any annual option and/or RSU grant(s) shall fully vest on the earlier of either (i) the one-year anniversary of the grant date and (ii) the Company’s next annual meeting of stockholders, subject to the director’s continued service on the Board through either such date.

  Value:  For purposes of this Policy, “Value” means with respect to: 

  (i)any stock option award, the product of (A) the grant date fair value of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), determined in accordance with the reasonable assumptions and methodologies (e.g., Black-Scholes) employed by the Company for calculating the fair value of options under Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and (B) the aggregate number of such shares of Common Stock underlying such award; and 


  (ii)any RSU award, the product of (A) the average closing market price on the Nasdaq Global Market (or such other market on which the Common Stock is then principally listed) of one share of Common Stock on the grant date, and (B) the aggregate number of shares of Common Stock underlying such award. 


  For purposes of awards made pursuant to this Policy, the number of shares of Common Stock subject to such award shall be determined based on the Value of the award as set forth on Appendix A and shall be rounded up to the nearest whole share.

  Terms and Conditions of Equity Awards: All equity grants made to members of the Board shall be governed by the terms and conditions set forth in the Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”) and any applicable option and/or RSU grant agreement executed by the Company and each Director.  Notwithstanding anything to the contrary in the 2015 Plan or the applicable award agreement, all equity grants made to members of the Board pursuant to this Policy will accelerate and become fully vested and exercisable or nonforfeitable upon a Sale Event (as defined in the 2015 Plan).

  Expenses

  The Company shall reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board and committee meetings.

  Total Direct Compensation

  In accordance with the 2015 Amended and Restated Stock Option and Incentive Plan, the value of all Awards awarded under this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed $1,000,000.

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  ADOPTED BY THE BOARD OF DIRECTORS: October 25, 2016.

  AMENDED AND RESTATED BY THE BOARD OF DIRECTORS:   July 24, 2017

  AMENDED AND RESTATED BY THE BOARD OF DIRECTORS:  December 11, 2019

  AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: December 10, 2020

  AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: April 9, 2021

  AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: April 12, 2022

   

   

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  Appendix A

  2021 Non-Employee Director Compensation Guidelines

   

  Cash Retainers

   

  			
	 
	Membership Retainer
	Additional Retainer for Chairperson 

	Board of Directors
	$45,000
	$35,000

	 
	 
	 

	Audit Committee
	$10,000
	$10,000

	Compensation Committee
	$7,500
	$7,500

	Nominating and Governance Committee
	$5,000
	$5,000

	Science and Technology Committee
	$5,000
	$5,000



   

   

  Equity Retainers

   

  			
	 
	Value of option component
	Value of RSU component

	Initial Equity Grant
	$400,000
	$400,000

	Annual Equity Grant
	$200,000
	$200,000



   

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