EX-10.12





 Exhibit 10.12 

ANNEXON, INC. 
 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 
 This Annexon, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2020 Incentive Award Plan (the “Plan”) and shall be effective
upon the closing of the Company’s initial public offering of its common stock (the “IPO”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan. 

Cash Compensation 
 Effective upon the IPO, annual
retainers will be paid in the following amounts to Non-Employee Directors: 
  

					
	 Non-Employee Director:
	  	$	35,000	 
	 Non-Executive Chair:
	  	$	30,000	 
	 Audit Committee Chair:
	  	$	15,000	 
	 Compensation Committee Chair:
	  	$	10,000	 
	 Nominating and Corporate Governance Committee Chair:
	  	$	8,000	 
	 Audit Committee Member (non-Chair):
	  	$	7,500	 
	 Compensation Committee Member (non-Chair):
	  	$	5,000	 
	 Nominating and Corporate Governance Committee Member
(non-Chair):
	  	$	4,000	 

 All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable calendar quarter,
but in no event more than 30 days after the end of such quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable
positions described above, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable. 
 Equity Compensation 

 

			
	Initial Stock Option Grant:	  	 Each Non-Employee Director who is initially elected or appointed to serve on the Board after the IPO
shall be granted an Option under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase 20,000 shares of Common Stock.
  

The Initial Option will be automatically granted on the date on which such Non-Employee Director commences service on
the Board, and will vest as to 1/36th of the shares subject thereto on each monthly anniversary of the applicable date of grant such that the shares subject to the Initial Option are fully vested
on the third anniversary of the grant, subject to the Non-Employee Director continuing in service on the Board through each vesting date.















			
	Annual Stock Option Grant:	  	 Each Non-Employee Director who is serving on the Board as of the date of each annual stockholder
meeting of the Company (each, an “Annual Meeting”) shall be granted an Option under the Plan or any other applicable Company equity incentive plan then-maintained by the Company to purchase 10,000 shares of Common Stock.

 
 The Annual Option will be automatically granted on the date of the applicable Annual
Meeting, and will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant, subject to the
Non-Employee Director continuing in service on the Board through such vesting date.


 The per share exercise price of each Option granted to a Non-Employee Director shall
equal the Fair Market Value of a share of common stock on the date the Option is granted. 
 The term of each Option granted to a Non-Employee Director shall be ten years from the date the Option is granted. 
 No portion of an Initial Option or Annual
Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and exercisable thereafter. 

Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their service with the Company and
any parent or subsidiary of the Company and remain on the Board will not receive an Initial Option, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from service with the Company and any parent or
subsidiary of the Company, Annual Options as described above. 
 Change in Control 

Upon a Change in Control of the Company, all outstanding equity awards granted under the Plan and any other equity incentive plan maintained by the Company
that are held by a Non-Employee Director shall become fully vested and/or exercisable, irrespective of any other provisions of the Non-Employee Director’s Award
Agreement. 

  
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 Reimbursements 

The Company shall reimburse each Non-Employee Director for all reasonable, documented,
out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties
to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time. 

Miscellaneous 
 The other provisions of the Plan
shall apply to the Options granted automatically pursuant to this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all
grants of Options hereby are subject in all respects to the terms of the Plan. The grant of any Option under this Program shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and
duly executed by an executive officer of the Company. 
 * * * * * 

 

  
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 I hereby certify that the foregoing Program was adopted by the Board of Directors of Annexon, Inc. on July
14, 2020. 
 * * * * * 
 I hereby certify
that the foregoing Program was approved by the stockholders of Annexon, Inc. on July 16, 2020. 
 Executed on July 19, 2020. 

 

	
	 /s/ Jennifer Lew

	Corporate Secretary