for Common Stock having a value of $450,000 based on the average Fair Market Value (as defined in the Plan) of the underlying Common Stock for the 20 trading days prior to and ending on the date of grant (the Initial RSU). Each Initial RSU will vest over three years, with one-third of the Initial RSU vesting on the first, second, and third anniversary of the date of grant.
(b) Automatic Equity Grants. Without any further action of the Board or Compensation Committee of the Board, at the close of business on the date of each Annual Meeting of ON24s stockholders (Annual Meeting), each person who is then a Non-Employee Director will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $175,000 based on the average Fair Market Value (as defined in the Plan) of the underlying Common Stock for the 20 trading days prior to and ending on the date of grant (the Annual RSU). Each Annual RSU will vest on the earlier of (i) the date of the following years Annual Meeting (or the date immediately prior to the next Annual Meeting if the Non-Employee Directors service as a director ends at such meeting due to the directors failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of grant.
(c) Vesting; Change in Control. All vesting is subject to the Non-Employee Directors continuous Service (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in continuous Service with ON24 until immediately prior to a Change in Control (as defined in the Plan), the shares subject to his or her then-outstanding equity awards will become fully vested immediately prior to the Change in Control.
(d) Remaining Terms. Each Restricted Stock Unit Award will be granted subject to ON24s standard Restricted Stock Unit Award Agreement, in the form adopted from time to time by the Board or the Compensation Committee of the Board.
ON24 will reimburse Non-Employee Directors for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at, and participation in, Board and committee meetings; provided, that the Non-Employee Director timely submit appropriate documentation substantiating such expenses in accordance with ON24s policies as in effect from time to time.
No Non-Employee Director may be issued in any fiscal year cash payments (including the fees under Section 2 above) and equity awards (including equity awards under Section 3 above) with aggregate value greater than $750,000, increased to $1,000,000 in the fiscal year of his or her initial service as a Non-Employee Director. Any equity awards or other compensation granted to an individual for his or her services as an employee, or for his or her services as a consultant other than a Non-Employee Director, will be excluded for purposes of the limitations under this Section 5.