Form 8-K G1 Therapeutics, Inc. For: Jun 17

EXHIBIT 10.1

G1 THERAPEUTICS, INC.

SECOND AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The Board of Directors of G1 Therapeutics, Inc. (the “Company”) has approved the following Second Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) which establishes compensation to be paid to non-employee directors of the Company, effective as of June 17, 2021 (the “Effective Date”), to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board of Directors.

Applicable Persons

This Policy shall apply to each director of the Company who is not an employee of the Company or any Affiliate (each, a “Non-Employee Director”). “Affiliate” shall mean an entity which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.

Equity Grants

All equity grant amounts, including stock options and restricted stock units, set forth herein shall be subject to automatic adjustment in the event of any stock split or other recapitalization affecting the Company’s common stock.

Annual Equity Grants

The annual equity grant (the “Annual Equity Grant”) to each Non-Employee Director shall be denominated at a fixed dollar value rather than a fixed number of shares. Each Non-Employee Director shall be granted, without any further action by the Board of Directors, (i) a non-qualified stock option (a “Company Option”) to purchase shares of the Company’s common stock at a fixed dollar value equal to seventy-five percent (75%) of the Annual Target Value (defined below), and (ii) a number of restricted stock units (each relating to one (1) share of the Company’s common stock) (the “Company RSUs”) at a fixed dollar value equal to twenty-five percent (25%) of the Annual Target Value, under the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan (the “Stock Plan”) on the date of the first meeting of the Board of Directors held following the Company’s annual meeting of stockholders. The aggregate fixed dollar value of the annual equity grant (the “Annual Target Value”) shall be $375,000. Company Options shall be valued based on a 30-day average price as of the date of grant and a Black-Scholes factor. Company RSUs shall be valued based on a 30-day average price as of the date of grant. Quantities of Company Options and Company RSUs shall be rounded up to the nearest whole unit.

Initial Stock Option Grant for Newly Appointed or Elected Directors

Each new Non-Employee Director shall be granted a non-qualified stock option to purchase the Company’s common stock under the Stock Plan with a fixed dollar value equal to $750,000 at the first regularly scheduled meeting of the Board of Directors on or after the date of his or her initial appointment or election to the Board of Directors. Company Options shall be valued based on a 30-day average price as of the date of grant and a Black-Scholes factor. Company RSUs shall be valued based on a 30-day average price as of the date of grant. Quantities of Company Options and Company RSUs shall be rounded up to the nearest whole unit.

Initial Stock Option Grant for Newly Appointed or Elected Chairperson

Each new Non-Employee Director who shall serve as Chairperson of the Board of Directors shall be granted a non-qualified stock option to purchase 100,000 shares of the Company’s common stock under the Stock Plan at the first regularly scheduled meeting of the Board of Directors on or after the date of his or her initial appointment as Chairperson of the Board of Directors. This grant is in addition to the Annual Equity Grant.

Terms for All Option Grants

Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all Company Options granted under this Policy shall (i) have an exercise price equal to the fair market value of the Company’s common stock as determined in the Stock Plan on the grant date; (ii) terminate ten years after the grant date; (iii) vest 100% upon the consummation of a Change in Control (as defined below); and (iv) contain such other terms and conditions as set forth in the form of option agreement approved by the Board of Directors or the Compensation Committee prior to the grant date. Subject to the continued service of each Non-Employee Director and unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, each annual stock option grant shall vest on the first anniversary of the date of grant and each initial stock option grant shall vest in equal monthly installments following the date of grant until the third anniversary of the grant date. A “Change in Control” means (a) the Company’s merger or consolidation with or into another entity such that the stockholders of the Company prior to such transaction do not or are not expected to own a majority of the voting stock of the surviving entity, (b) the sale or other disposition of all or substantially all of the assets of the Company, or (c) the sale or other disposition of greater than fifty percent (50%) of the then-outstanding voting stock of the Company by the holders thereof to one or more persons or entities who are not then stockholders of the Company.

Terms for All RSU Grants

Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all Company RSUs granted under this Policy shall (i) terminate ten years after the grant date; (ii) vest 100% upon the consummation of a Change in Control; and (iii) contain such other terms and conditions as set forth in the form of RSU agreement approved by the Board of Directors or the Compensation Committee prior to the grant date. Subject to the continued service of each Non-Employee Director and unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, each annual RSU grant shall vest on the first anniversary of the date of grant.

Annual Fees

Each Non-Employee Director serving on the Board of Directors and the Audit Committee, Compensation Committee and/or Nominating and Governance Committee, as applicable, shall be entitled to the following annual amounts (the “Annual Fees”):

Except as otherwise set forth in this Policy, all Annual Fees shall be paid for the period from January 1 through December 31 of each year. Such Annual Fees shall be paid in cash.

Payments

Payments payable to Non-Employee Directors shall be paid quarterly in arrears promptly following the end of each fiscal quarter, provided that (i) the amount of such payment shall be prorated for any portion of such quarter that such director was not serving on the Board of Directors or a committee and (ii) no fee shall be payable in respect of any period prior to the date such director was elected to the Board of Directors or a committee.

Expenses

Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Non-Employee Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors and committees thereof or in connection with other business related to the Board of Directors.

Amendments

The Compensation Committee shall periodically review this Policy to assess whether any amendments in the type and amount of compensation provided herein should be made and shall make recommendations to the Board of Directors for its approval of any amendments to this Policy.

		EXHIBIT 99.1

G1 Therapeutics Announces Addition of Alicia Secor to Board of Directors

RESEARCH TRIANGLE PARK, N.C., June 18, 2021 – G1 Therapeutics, Inc. (Nasdaq: GTHX), a commercial-stage oncology company, today announced the appointment of Alicia Secor to its Board of Directors. With more than 30 years of experience in the life sciences industry, she has a proven track record of leading life sciences businesses, guiding products from clinical development through approval and global commercialization, and enabling companies to optimize the potential of innovative brands. Ms. Secor currently serves as President and Chief Executive Officer of Atalanta Therapeutics, Inc., a privately held biotechnology company pioneering new treatment options for neurodegenerative diseases and is a member of its Board of Directors.

“G1 is committed to appointing new board members with strong strategic vision and broad experience in leading life science companies as they enhance the value of their brands, and Alicia clearly embodies all of these traits,” said Jack Bailey, Chief Executive Officer of G1 Therapeutics. “As a highly seasoned executive with valuable industry experience, we look forward to Alicia’s expert advice as we seek to maximize the current and future value of COSELA^™ (trilaciclib) and ensure its broad availability to patients with cancer. We are pleased to welcome Alicia to our Board of Directors at this important stage of G1’s evolution.”

“G1 has proven its ability to successfully advance innovative products through clinical development and has established a strong commercial capability with a focus on bringing important products to market for patients with unmet medical needs,” said Ms. Secor. “Few companies in the space can claim such early success. It’s an honor to join this board to help G1 bring value to its shareholders and develop and commercialize innovative medicines on behalf of patients with cancer.”

Prior to her role at Atalanta Therapeutics, Ms. Secor served as President and Chief Executive Officer of Juniper Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from August 2016 until August 2018, when the company was acquired by Catalent, Inc. Prior to that role, Ms. Secor held various leadership positions in the life sciences industry. From 1998 to 2013, Ms. Secor held various roles of increasing responsibility at Genzyme (now a part of Sanofi), culminating in her tenure as Vice President and General Manager of Metabolic Diseases. Ms. Secor is a member of the board of directors of Orchard Therapeutics plc, an English global gene therapy company that is publicly traded in the United States on the Nasdaq market, and is a board member of the Foundation for Prader-Willi Research, a non-profit organization. Ms. Secor also served on the board of GW Pharmaceuticals plc, a public company, prior to its acquisition by Jazz Pharmaceuticals plc. Ms. Secor holds an MBA from Northeastern University and earned her B.S. in Health Administration at the University of New Hampshire.

About G1 Therapeutics

G1 Therapeutics, Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of next generation therapies that improve the lives of those affected by cancer, including the Company’s first commercial product, COSELA^™ (trilaciclib). G1 has a deep clinical pipeline and is executing a tumor-agnostic development plan evaluating COSELA in a variety of solid tumors, including colorectal, breast, lung, and bladder cancers. G1 Therapeutics is based in Research Triangle Park, N.C. For additional information, please visit www.g1therapeutics.com and follow us on Twitter @G1Therapeutics.

G1 Therapeutics^™ and the G1 Therapeutics logo and COSELA^™ and the COSELA logo are trademarks of G1 Therapeutics, Inc.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, those relating to the future value of COSELA (trilaciclib) and the company’s ability to ensure broad availability. Each of these forward-looking statements involves risks and uncertainties. Factors that may cause the company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in the company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein and include, but are not limited to, the company’s dependence on the commercial success of COSELA; the development and commercialization of new drug products is highly competitive; the company’s ability to complete clinical trials for, obtain approvals for and commercialize any of its product candidates; the company’s initial success in ongoing clinical trials may not be indicative of results obtained when these trials are completed or in later stage trials; the inherent uncertainties associated with developing new products or technologies and operating as a development-stage company; and market conditions. Except as required by law, the company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

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Contact:

Will Roberts

G1 Therapeutics, Inc.

Vice President

Investor Relations and Corporate Communications

(919) 907-1944

[email protected]

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