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A DVERUM B IOTECHNOLOGIES , I NC . N ON -E MPLOYEE D IRECTOR C OMPENSATION P OLICY A DOPTED BY THE C OMPENSATION C OMMITTEE : D ECEMBER 9, 2020 Each member of the board of directors (the Board ) of Adverum Biotechnologie

Key Takeaway: ADVERUM BIOTECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION ADOPTED BY THE COMPENSATION COMMITTEE: DECEMBER 9, 2020 Each member of the board of directors (the Board ) of Adverum Biotechnologies, Inc. (the Company ) who is a Non-Employee Director (as defined in the Adver

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ADVERUM BIOTECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION
ADOPTED BY THE COMPENSATION
COMMITTEE: DECEMBER 9, 2020
Each member of the board of directors (the
Board ) of Adverum Biotechnologies, Inc. (the Company ) who is a Non-Employee Director (as defined in the Adverum Biotechnologies, Inc. 2014 Equity
Incentive Award Plan (the Plan )) will be eligible to receive cash and equity compensation as set forth in this Adverum Biotechnologies, Inc. Non-Employee Director Compensation Policy
(this Policy ). The cash and equity compensation described in this Policy will be paid or granted, as applicable, automatically and without further action of the Board to each
Non-Employee Director who is eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity
compensation by written notice to the Company prior to the time period for which compensation is paid. This Policy, as adopted on December 9, 2020, will become effective immediately and will remain in effect until it is revised or rescinded by
further action of the Board or the Compensation Committee of the Board. Capitalized terms not explicitly defined in this Policy but defined in the Plan will have the same definitions as in the Plan.
(a) Annual Retainers. Each Non-Employee Director will be eligible to receive the
following annual retainers for service as (i) a member and/or chair of the Board and (ii) a member or chair/co-chair of a committee of the Board ( Committee ) set forth below,
Board or Committee Type of Retainer* Amount (Per Year)
Board Chair $ 35,000
Member $ 40,000
Audit Committee Chair $ 20,000
Member (Non-Chair) $ 10,000
Compensation Committee Chair $ 15,000
Member (Non-Chair) $ 7,500
Nominating and Corporate Governance Committee Chair $ 10,000
Member (Non-Chair) $ 5,000
Research and Development Committee Chair/Co-Chair $ 15,000
Member (Non-Chair/Co-Chair) $ 7,500
The annual retainers will be paid on the last day of the quarter and
partial service for that quarter will receive pro rata treatment.
Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by
the Non-Employee Director in connection with his or her attendance at Board and Committee meetings.
To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of
similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director s taxable year may not affect
the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director s taxable year
that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.
2. EQUITY COMPENSATION. The options described in this Policy will
be granted under the Plan and will be subject to the terms and conditions of (i) this Policy, (ii) the Plan and (iii) the form of Option Agreement approved by the Board for the grant of options to
Non-Employee Directors under the Plan.
(a) Initial Grants. Each person who
first becomes a Non-Employee Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy, automatically will be granted a Nonstatutory Stock Option to
purchase 45,000 shares of Common Stock (an Initial Option ) on the date of his or her initial election or appointment to be a Non-Employee Director.
(b) Annual Grants. On the date of each annual meeting of the Company s stockholders: (i) each person who is then a
Non-Employee Director and will be continuing as a Non-Employee Director following the date of such annual meeting (other than any
Non-Employee Director receiving an Initial Option on the date of such annual meeting or who has received an Initial Option within the six month period ending on the day of such annual meeting) automatically
will be granted a Nonstatutory Stock Option to purchase 30,000 shares of Common Stock; and (ii) the Chair of the Board automatically will be granted an additional Nonstatutory Stock Option to purchase 10,000 shares of Common Stock. Each of the
options granted pursuant to (i) and (ii), is referred to as an Annual Option .
(c) Terms of Options.
(i) Exercise Price. The exercise price of each Initial Option and Annual Option will be equal to 100% of the Fair Market
Value of the Common Stock subject to such option (as determined in accordance with the Plan) on the date such option is granted.
(ii) Vesting. Each Initial Option and Annual Option will vest and become exercisable as follows:
(A) Each Initial Option will vest and become exercisable in equal annual installments on each of the first three anniversaries of the
date of grant of such option, provided that the Non-Employee Director has not had a Termination of Service prior to each such date; provided, however, that the vesting shall accelerate, and the Initial
Option shall become fully vested and exercisable, upon the consummation of a Change in Control.
(B) Each Annual Option will vest
and become exercisable on the earlier of (i) the date of the next annual meeting of the Company s stockholders, or (ii) the first anniversary of the date of grant of such option, provided that the
Non-Employee Director has not had a Termination of Service prior to such date; provided, however, that the vesting shall accelerate, and each Annual Option shall become fully vested and exercisable,
upon the consummation of a Change in Control.
Last updated: Dec 9, 2020