FORM OF DIRECTOR RSU AWARD AGREEMENT
(ANNUAL AND INITIAL AWARDS)
DIRECTOR RESTRICTED STOCK UNIT
THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of [________] (the Date of Grant), is made by and between MediaAlpha, Inc., a Delaware corporation (the Company), and [_______] (the Participant).
WHEREAS, the Company has adopted the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the Plan), pursuant to which Restricted Stock Units (RSUs) may be granted to members of the Board;
WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant the RSUs provided for herein to the Participant, subject to the terms set forth herein; and
WHEREAS, under the Plan, the Board may, in its discretion, at any time and from time to time, administer the Plan with respect to Non-Employee Directors, or may designate a committee of the Board to administer Awards made to Non-Employee Directors; as such, references to the Committee herein may mean the Board or committee thereof, as appropriate.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1. Grant of Restricted Stock Units.
(a) Grant. The Company hereby grants to the Participant a total of [______] RSUs, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Each RSU represents the right to receive one Class A share of the Companys common stock, $0.01 par value (Share). The RSUs shall be credited to a separate book-entry account maintained for the Participant on the books of the Company.
(b) Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. Without limiting the foregoing, the Participant acknowledges that the RSUs and any Shares acquired upon settlement of the RSUs are subject to provisions of the Plan under which, in certain circumstances, an adjustment may be made to the number of the RSUs and any Shares acquired upon settlement of the RSUs.