RAPT RAPT Therapeutics Inc

Non-Employee Director Compensation Policy

We have adopted a non-employee director compensation policy, pursuant to which our non-employee directors are eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors.

In 2022, each non-employee director received an annual cash retainer of $40,000 for serving on the Board of Directors. The chair of the Board of Directors received a cash retainer of $30,000 in addition to the annual retainer received by other non-employee directors for serving in that role. In May 2023, we amended our non-employee director compensation policy to provide for an increased retainer for the chair and members of the Compensation Committee as noted below, as well as a change in the methodology for determining equity compensation for non-employee directors (the “Amended Non-Employee Director Compensation Policy”).

Under the Amended Non-Employee Director Compensation Policy, the chair and members of the three committees of our Board of Directors are entitled to the following additional annual cash retainers:

All annual cash compensation amounts are payable in equal quarterly installments no later than 30 days following the end of each fiscal quarter in which the service occurred, pro-rated based on the days remaining in the calendar quarter. In addition, each non-employee director may elect to receive all of the annual cash compensation that such non-employee director is eligible to earn, as set forth above, in the form of stock options granted pursuant to the Company’s 2019 Plan. Such stock options will automatically be granted on the last business day in March of such fiscal year. Any such award will vest as follows: (i) 25% will vest on the last day of the first fiscal quarter during such fiscal year and (ii) 25% will vest on the last day of each subsequent fiscal quarter during such fiscal year, provided that the non-employee director is in service on the first day of the fiscal quarter of the applicable scheduled vesting date.

Prior to the adoption of the Amended Non-Employee Director Compensation Policy, newly appointed directors received a one-time initial award of a stock option to purchase 17,000 shares and an annual award of a stock option to purchase 8,500 shares. In order to be consistent with the methodology used to size awards made to management and other Company employees, we adopted the Amended Non-Employee Director Compensation Policy in part to provide for the denomination of equity grants in terms of a dollar value instead of a number of options. Accordingly, under the Amended Non-Employee Director Compensation Policy, newly appointed non-employee directors will receive a one-time initial award of a stock option under our 2019 Plan with a grant date fair value of $400,000, determined based on the average stock price over the 30 consecutive days immediately preceding the grant date. Each initial grant will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, subject to the non-employee director’s continuous service through each applicable vesting date. Thereafter, each non-employee director will receive an annual award of a stock option to purchase shares on the date of each annual meeting of stockholders with a grant date fair value of $200,000, determined based on the average stock price over the 30 consecutive days immediately preceding the grant date. Each annual grant will vest on the earlier of the one-year anniversary of the grant date or the day prior to the Company’s next annual meeting occurring after the grant date, subject to the non-employee director’s continuous service through the vesting date. In addition, in the event of a change in control (as defined in the 2019 Plan) of the Company, the shares underlying such grants will vest and become exercisable immediately prior to the effectiveness of such change in control.