On September 9, 2020, the Compensation Committee of the Board
of Directors (the “Board”) of NeuBase Therapeutics, Inc. (the “Company”) approved an amended Outside Director
Compensation Policy (the “Policy”). The Company intends for the Policy to formalize the Company’s policy regarding
cash compensation, grants of equity and reimbursement of travel expenses to its members of the Board who are not employees of the
Company (such members, the “Outside Directors”).
Cash Compensation
Under the Policy, Outside Directors will be entitled to a cash
retainer of $35,000 for their service on the Board (exclusive of any participation on its Committees). Outside Directors serving
on any of the Board’s Audit, Compensation and Nominating & Corporate Governance Committees in a non-Chairperson capacity
will be entitled to a cash retainer of $7,500, $5,000 and $4,000, respectively, for services on such Committees, and the Chairpersons
of such Committees will be entitled to twice those amounts for their collective service both as members of such Committees and
as Chairpersons of such Committees. The Policy does not provide for any per meeting attendance fees for any meeting of the Board
or its Committees.
Equity Grants
Furthermore, the Policy provides that Outside Directors will
be eligible to receive all types of awards (except incentive stock options) under the Company’s 2019 Stock Incentive Plan,
as amended (the “Plan”) (or the applicable equity plan in place at the time of grant), including discretionary awards
not covered under the Policy.
Subject to limitations on individual grants to Outside Directors
under the Plan, upon an Outside Director’s appointment to the Board, such Outside Director automatically will be granted
a nonstatutory stock option to purchase shares of the Company’s common stock having a grant date fair value of $320,000 (the
“NSO Appointment Award”). Subject to further adjustment provisions as described in the Policy and the Plan, 25% of
each NSO Appointment Award will vest on the one-year anniversary of the grant date, and the remaining portion of the NSO Appointment
Award will vest on an equal monthly basis over the following 36 months, provided that the Outside Director is in continuous service
with the Company or an affiliate of the Company through the applicable vesting date. Each NSO Appointment Award will vest fully
upon a Change in Control (as defined in the Plan), in each case, provided that the Outside Director is in continuous service with
the Company or an affiliate of the Company through the Change in Control.
In addition, subject to limitations on individual grants to
Outside Directors under the Plan, on the first business day after each annual meeting of the Company’s stockholders (the
“Annual Meeting”) beginning with the 2021 Annual Meeting, each Outside Director automatically will be granted a nonstatutory
stock option to purchase shares of the Company’s common stock having a grant date fair value of $90,000 (the “Annual
NSO Award”); provided that the initial Annual NSO Award granted on or after the Policy’s effective date shall be made
on September 9, 2020. Subject to further adjustment provisions as described in the Policy and the Plan, 25% of each Annual NSO
Award will vest on the one-year anniversary of the grant date, and the remaining portion of the Annual NSO Award will vest on an
equal monthly basis over the following 36 months, provided that the Outside Director is in continuous service with the Company
or an affiliate of the Company through the applicable vesting date. Each Annual NSO Award will vest fully upon a Change in Control
(as defined in the Plan), in each case, provided that the Outside Director is in continuous service with the Company or an affiliate
of the Company through the Change in Control.
With regard to any of the nonstatutory stock options granted
under the Policy described above, the per share exercise price for all such options will be 100% of the fair market value of the
shares underlying the options on the grant date.
The foregoing description of the terms of the Policy does not
purport to be complete and is qualified in its entirety by reference to the Policy, which is filed herewith as Exhibit 10.1 and
is incorporated herein by reference.