On behalf of Alphabet Inc. (Alphabet), I am pleased to offer you a position as a member of Alphabets Board of Directors (the Board), subject to and commencing upon the approval of your appointment by the Board.
As compensation for your services to Alphabet, you will be granted an initial equity award of $1,000,000 in the form of Alphabet Restricted Stock Units (GSUs) on the first Wednesday of the month following your initial appointment. The exact number of GSUs comprising this grant will be calculated by dividing $1,000,000 by the closing price of Alphabets Class C stock on the trading day immediately prior to the date of grant, rounded up to the nearest full GSU. These GSUs will first vest 25% on the 25th day of the month of your grants one year anniversary. Thereafter your GSUs will vest 1/48th monthly on the 25th of the month until fully vested.
Following each annual shareholder meeting, you will be eligible to receive annualized compensation of a $350,000 GSU grant and a $75,000 cash retainer for the prior year of service. Note that your 2019 awards will be prorated based upon the time between your appointment date and the annual shareholder meeting. Shares and cash payments will be made the first Wednesday of the month following each annual shareholder meeting. The exact number of GSUs comprising this grant will be calculated by dividing the GSU grant value by the closing price of Alphabets Class C stock on the trading day immediately prior to the date of grant. These GSUs will vest 1/48th monthly, beginning on the 25th day of the month following grant, until fully vested.
At the time of vest, the vested number of GSUs will convert to shares of Alphabets Class C stock. If the US financial markets are closed on a vesting date, shares will vest on the next trading day. The number of GSUs granted and the vesting schedule details will be provided in the grant materials that you should receive shortly after the grant.
Vesting in GSUs is contingent on continued service on the Board on the applicable vesting dates. These awards and all future equity awards are subject to the terms and conditions of applicable plan documents and award agreements. Pursuant to our Corporate Governance Guidelines, Alphabet Directors are required to hold fully vested shares of Alphabet stock equal in value to at least $1,000,000. New Directors have five years from the initial appointment to come into compliance with these ownership requirements. Please note that ongoing compensation for service on the Board may be changed at any time at the discretion of the Board.
You will also be reimbursed for all reasonable expenses incurred by you in connection with your services to Alphabet, including reimbursement for first-class air travel. All expense reimbursements are in accordance with established Alphabet policies.
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