For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable. 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 Board may adopt program that allows Non-Employee Directors to defer Annual Retainers.
Each Non-Employee Director shall be granted the stock awards described below, which awards shall be granted under and subject to the terms and provisions of the Companys 2021 Incentive Award Plan, or any other applicable Company equity incentive plan then-maintained by the Company (the Equity Plan), and shall be subject to an award agreement, including attached exhibits, in substantially the form previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock awards hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement.
A. Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board following the Effective Date shall be automatically granted stock options to purchase 58,700 shares of the Companys common stock under the Equity Plan on the date of such initial election or appointment. The awards described in this Section shall be referred to as Initial Awards.
B. Annual Awards. A Non-Employee Director who (i) is serving on the Board as of the date of any annual meeting of the Companys stockholders following the Effective Date, and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted stock options to purchase 29,350 shares of the Companys common stock under the Equity Plan on the date of such annual meeting. The awards described in this Section shall be referred to as Annual Awards. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Companys stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual Award on the date of such meeting as well.
Notwithstanding the foregoing, a Non-Employee Director shall have served as a Non-Employee Director for at least (6) months as of the date of any annual meeting to receive an Annual Award, unless otherwise determined by the Board; in which case, the Board may determine to grant such Non-Employee Director an Annual Award or a Prorated Annual Award (as defined below). Prorated Annual Award means the product determined by multiplying (i) the Annual Award, by (ii) a fraction, the numerator of which is equal to (x) 365 minus (y) the number of days that elapsed from the date of the annual meeting of the Companys stockholders preceding the Non-Employee Directors date of initial election or appointment to the date of such initial election or appointment, and the denominator of which is 365.