Director does not serve as a director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, the retainer paid to such Eligible Director shall be prorated for the portion of such calendar quarter actually served as a director, or in such position, as applicable. With respect to each Affiliated Director, any such annual cash retainers shall, when payable, be paid to Sun Mountain Capital, H.I.G. Capital, LLC or Tullis-Dickerson Capital Focus III, L.P., as applicable.
2. Equity Compensation.
a. General. Eligible Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Companys 2019 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the Equity Plan) and may be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms approved by the Board prior to or in connection with such grants. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Equity Plan.
b. Initial Awards. Each Eligible Director who is initially elected or appointed to serve on the Board after the Effective Date automatically shall be granted an option to purchase 15,000 shares of the Companys common stock (the Initial Equity Award). The Initial Equity Award shall be granted on the date on which such Eligible Director is appointed or elected to serve on the Board, and shall vest as to 1/36th of the shares underlying the option on each monthly anniversary of the grant date, subject to such Eligible Directors continued service through the applicable vesting date, so that the option is fully vested on the third anniversary of the grant date, subject to such Eligible Directors continued service through the applicable vesting date.
c. Annual Awards. An Eligible Director who is serving on the Board as of the date of the annual meeting of the Companys stockholders (the Annual Meeting) each calendar year beginning with calendar year 2020 shall be granted, on such Annual Meeting date, an option to purchase 9,000 shares of the Companys common stock (an Annual Award and together with the Initial Equity Award, the Director Equity Awards). Each Annual Award shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next Annual Meeting following the grant date, subject to continued service through the applicable vesting date.
d. Accelerated Vesting Events. Notwithstanding the foregoing, an Eligible Directors Director Equity Award(s) shall vest in full immediately prior to the occurrence of a Change in Control to the extent outstanding at such time.
e. Post-Termination Exercise Period. Except as may otherwise be provided in the applicable award agreement, any portion of a Director Equity Award which vests and becomes exercisable will remain exercisable until the earlier of the maximum term of the option and the one-year anniversary of the Eligible Directors Termination of Service, unless such Termination of Service is for cause.
3. Compensation Limits. Notwithstanding anything to the contrary in this Program, all compensation payable under this Program will be subject to any limits on the maximum amount of non-employee Director compensation set forth in the Equity Plan, as in effect from time to time.