immediately preceding such Annual Meeting (with any resulting fractional Share rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to one-twelfth (1/12th) of the Shares subject at grant to the Annual Award on a monthly basis following the Annual Awards grant date on the same day of the month as such grant date (or the last day of the month, if there is no corresponding day in such month), or if earlier, the day before the date of the next Annual Meeting that occurs after the grant date of the Annual Award, subject to the Outside Director remaining a Service Provider through the applicable vesting date.
(d) Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award will be as follows:
(1) The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan.
(2) Each Initial Award and Annual Award will have a per Share exercise price equal to one hundred percent (100%) of the Fair Market Value per Share on the grant date.
4. Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards, including any Initial Award and Annual Award, provided that the Outside Director continues to be an Outside Director through the date of such Change in Control.
5. Annual Compensation Limit. No Outside Director may be granted Awards with Values, and be provided any other compensation (including without limitation any cash retainers or fees) with amounts that, in any Fiscal Year, in the aggregate, exceed $1,000,000. Any Awards or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or (b) before the Registration Date, will be excluded for purposes of this Section 5. For purposes of this Policy, Value means grant date fair value determined in accordance with U.S. generally accepted accounting principles.
6. Travel Expenses. Each Outside Directors reasonable, customary and documented travel expenses to meetings of the Board and its committees, as applicable, will be reimbursed by the Company.
7. Additional Provisions. All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors. Each Award granted under this Policy will be granted under the Plan and will be subject to the applicable Award Agreement adopted by the Board or its Compensation Committee for use under the Plan.
8. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number, class, and price of shares of stock issuable pursuant to Awards granted under this Policy.
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