First Advantage Corporation
Non-Employee Director Compensation Policy
(Adopted _____, 2021)
The purpose of this Non-Employee Director Compensation Policy (this Policy) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the Board) of First Advantage Corporation (the Company) in a manner that aligns their interests with those of the Companys shareholders and is competitive with comparable companies.
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, or any committee or subcommittee thereof, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company and who is also not employed by Silver Lake Partners or any of its respective affiliates (each, a Non-Employee Director) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company.
This Policy shall become effective upon the closing date of the Companys initial public offering (the Effective Date), and shall remain in effect until it is revised or rescinded by further action of the Board.
| ||a. || |
Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $50,000 for service on the Board.
| ||b. || |
Additional Annual Retainers. In addition to the annual retainer in Section 1(a), each Non-Employee Director serving as a member or chair, as applicable, of the following committees of the Board shall receive an additional annual retainer for such service as follows:
| || || || |
Audit Committee Chair:
| ||$ ||20,000 || |
Audit Committee Member:
| ||$ ||10,000 || |
Compensation Committee Chair:
| ||$ ||15,000 || |
Compensation Committee Member:
| ||$ ||7,500 || |
Nominating and Corporate Governance Chair:
| ||$ ||10,000 || |
Nominating and Corporate Governance Member:
| ||$ ||5,000 || |
| ||d. || |
Vesting of Awards Granted to Non-Employee Directors. Subject to the Non-Employee Director continuing in service through each applicable vesting date:
| ||(i) || |
Annual Award. Each Annual Award shall vest on the first anniversary of the date of grant, or, if earlier, the date which is the business day immediately preceding the date of the next Annual Meeting following the date of the Annual Meeting on which such Annual Award is granted.
| ||(ii) || |
Initial Award. Each Initial Award shall vest as to one-third of such award on each of the first through third anniversaries of the date of grant.
| ||(iii) || |
Termination. No portion of an Annual Award or Initial Award that is unvested at the time of a Non-Employee Directors termination of service on the Board shall become vested thereafter.
| ||(iv) || |
Change in Control. All of the Annual Awards and Initial Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Plan), to the extent outstanding and unvested at such time.
Notwithstanding anything to the contrary in this Policy, all compensation payable under this Policy will be subject to any limits on the maximum amount of Non-Employee Director compensation set forth in the Plan, as in effect from time to time.
Modifications to the Policy
This Policy may be amended, modified or terminated at any time by action by the Board in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors. No Non-Employee Director shall have any rights hereunder, except with respect to equity awards granted pursuant to this Policy following grant thereof.
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