Supervisory Directors are eligible to receive cash compensation and equity awards as set forth in this policy. The cash and equity compensation described in this policy shall be paid or be made, as applicable, automatically and without further action of the Board of Supervisory Directors or the shareholders of the Company, to each Supervisory Director who is entitled to receive such cash or equity compensation, unless such Supervisory Director declines the receipt of such cash or equity compensation by written notice to the Company.
The remuneration of the Board of Supervisory Directors consists of an annual retainer for each Supervisory Director and an additional annual retainer for each position on a committee in which he or she serves, both based on a market reference group in accordance with the remuneration policy.
The Company may consider the compensation with comparable qualifications, experience and responsibilities at companies in similar businesses of comparable complexity, size and success.
The annual retainers shall be earned on a quarterly basis based on a calendar quarter and the Company will pay the annual retainers in cash in quarterly installments within thirty days after the end of each calendar quarter. In the event a Supervisory Director does not serve as a Supervisory Director, or in the applicable position, for an entire calendar quarter, the retainer paid to such Supervisory Director shall be prorated for the portion of such calendar quarter actually served as a Supervisory Director. In addition, the annual retainers will be prorated for the first calendar quarter in which the Effective Date occurs, which proration will be based on the number of days of the calendar quarter remaining in such quarter after the Effective Date.
The Company will reimburse Supervisory Directors for reasonable expenses incurred to attend meetings of the Board of Supervisory Directors and its committees. Such expenses will be reimbursed within thirty (30) days after receipt by the Company of an invoice together with originals or copies of receipts showing the payment of such expenses, in accordance with the Company policy.
Supervisory Board Members may be granted equity awards within the framework and subject to the terms and conditions in the Companys equity incentive plan, i.e. the ATAI Incentive Award Plan, applicable from time to time.
The terms of the equity awards will be established in award agreements that are consistent with the provisions of the ATAI Incentive Award Plan and entered into with the Supervisory Directors.