2.3 Annual Award. Subject to Section 4 of this Policy, on the date of each Annual Meeting following the Effective Date, each Outside Director automatically will be granted an award of restricted stock units (an Annual Award) covering a number of Shares having a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of $250,000, rounded down to the nearest whole Share.
Subject to Section 3 of this Policy, each Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.
3. Change in Control
In the event of a Change in Control, each Outside Directors outstanding Company equity awards will be treated in accordance with the terms of the Award.
4. Annual Compensation Limit
No Outside Director may be paid, issued or granted, in any Fiscal Year, cash compensation and equity compensation awards (including any Awards) with an aggregate value greater than $750,000 (increased to $1,000,000 in his or her initial year of service as an Outside Director), with the value of each equity compensation award based on its Grant Value for purposes of the limitation under this Section 4. Any cash compensation paid or equity compensation award (including any Awards) granted to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the limitation under this Section 4.
5. Travel Expenses
Each Outside Directors reasonable, customary and documented travel expenses to Board or Board committee meetings will be reimbursed by the Company.
6. Equity Ownership.
Each Outside Directors is expected to comply with the minimum equity ownership guidelines as set forth on Exhibit A.
7. Additional Provisions
All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.
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, repurchase, or exchange of Shares or other