OUTSIDE DIRECTOR COMPENSATION POLICY
ForgeRock, Inc. (the Company) believes that providing cash and equity compensation to its members of the Board of Directors (the Board, and members of the Board, the Directors) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the Outside Directors). This Outside Director Compensation Policy (the Policy) is intended to formalize the Companys policy regarding the compensation to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Companys 2021 Equity Incentive Plan (the Plan), or if the Plan is no longer in place, the meaning given to such terms or any similar terms in the equity plan then in place. Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.
This Policy will be effective as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act, with respect to any class of the Companys securities (the Registration Statement) (such date, the Effective Date), and subject to stockholder approval.
Retainers Paid in Restricted Stock Units
Absent an election otherwise, each of the retainers under this Section 1 shall be paid in Restricted Stock Units with the applicable Value (as defined below) described herein. An Outside Director may make an election to receive retainers in cash prior to the applicable grant date of retainers for the year and such election must occur during an open trading window under the Companys Insider Trading Policy. Election must occur through notification to the Companys General Counsel.
Any retainers paid in Restricted Stock Units shall be automatically granted on each annual meeting of the Companys stockholders (Annual Meeting) year with a Value for such Award based on an Outside Directors expected Board and committee service for the period of approximately 1-year following each Annual Meeting as of the end of Q1 of that year (each, a Retainer Award). A Retainer Award may consist of a Board Service Retainer and/or a Committee or Chair Service Retainer, each as defined below. Each Retainer Award will have a vesting commencement date of May 20 for the year of the Annual Meeting, and vest as to 1/4 quarterly on the first trading day on or after August 20, September 20, February 20 and May 20, in each case, subject to the Outside Director continuing to be a Board member with respect to the Board Service Retainer or the applicable role with respect to a Committee or Chair Service Retainer, in each case, through the applicable vesting date.
Notwithstanding anything herein to the contrary, Retainer Awards for any partial year prior to an Annual Meeting (e.g., retainers of all existing Outside Directors for the year of the Effective Date, a new Outside Directors initial service year that does not commence at an Annual Meeting and an Outside Directors change to a new committee that does not occur at an Annual Meeting) shall be paid in cash. To the extent that any retainers are paid in cash, such retainers will be paid quarterly in arrears on a prorated basis. For the avoidance of doubt, all Retainer Awards for existing Outside Directors as of the Effective Date will be paid in cash through the first quarter of 2022.