(b) Revisions. Subject to approval from the Board, the Compensation Committee may change and otherwise revise the terms of awards to be granted under this Policy, including, without limitation, the number of shares subject thereto, for awards of the same or different type granted on or after the date the Compensation Committee determines to make any such change or revision.
(c) Sale Event Acceleration. In the event of a Sale Event (as defined in the Companys 2021 Stock Option and Incentive Plan (the 2021 Plan)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and, if applicable, exercisable.
(d) Initial Grant. Following the Effective Date, each new Outside Director will receive an initial, one-time restricted stock unit grant, with a Value of $350,000 (the Initial Grant), that vests in three (3) equal installments on the first, second, and third anniversary of the grant date; provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services.
(e) Annual Grant. On the date of the Companys annual meeting of stockholders, each Outside Director who will continue as a member of the Board following such annual meeting of stockholders will receive a restricted stock unit grant on the date of such Annual Meeting (the Annual Grant) with a Value of $175,000 that vests in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders; provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services.
Notwithstanding the forgoing provisions of Section II(e), any Outside Director who was granted an equity award prior to the Effective Date (a Pre-IPO Equity Award) will not be eligible to receive, and will not be granted, an Annual Grant unless and until all of the Outside Directors Pre-IPO Equity Awards have vested in full.
The Company will reimburse all reasonable out-of-pocket expenses incurred by Outside Directors in attending meetings of the Board of Directors or any Committee thereof.
Maximum Annual Compensation
The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in a calendar year period shall not exceed $750,000; provided, however that such amount shall be $1,000,000 for the calendar year in which the applicable Outside Director is initially elected or appointed to the Board (or such other limit as may be set forth in Section 3(b) of the 2021 Plan or any similar provision of a successor plan). For this purpose, the amount of equity compensation paid in a calendar year shall be determined based on the Value as calculated in Section II(a).
Date Approved: May 21, 2021