Non-Founder Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as follows: one-third (1/3rd) of the Shares subject to the Initial Award will be scheduled to vest on each of the one (1), two (2), and three (3) year anniversaries of the Non-Founder Outside Directors Initial Start Date, in each case subject to the Non-Founder Outside Director continuing to be a Service Provider through the applicable vesting date.
2.3. Annual Award. On the first Trading Day immediately following each Annual Meeting of the Companys stockholders (an Annual Meeting) that occurs after the Effective Date, each Non-Founder Outside Director will automatically be granted an award of Restricted Stock Units (an Annual Award) covering a number of Shares having a Value of $300,000, with any resulting fraction rounded down to the nearest whole Share; provided, however, that if the Non-Founder Outside Directors Initial Start Date occurred after the date of the Annual Meeting (the Prior Meeting) that occurred immediately before the Annual Meeting to which the Annual Award relates (the Current Meeting), then the Annual Award granted to such Non-Founder Outside Director will be prorated based on the number of whole months that the individual served as a Non-Founder Outside Director after the date of the Prior Meeting through the date of the Current Meeting (with any resulting fractional Share rounded down to the nearest whole Share). Each Annual Award will be scheduled to vest on the earlier of (i) the one (1) year anniversary of the Annual Awards grant date, or (ii) the day immediately before the date of the next Annual Meeting following the Annual Awards grant date, in each case, subject to the Non-Founder Outside Director continuing to be a Service Provider through the applicable vesting date.
2.4. Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award will be as follows:
2.4.1. Each Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Compensation, Nominating & Governance Committee, as applicable, for use thereunder.
2.4.2. For purposes of this Policy, Value means the grant date fair value as determined in accordance with U.S. generally accepted accounting principles, or such other methodology the Board or any committee of the Board designed by the Board with appropriate authority (the Designated Committee), as applicable, may determine prior to the grant of the applicable Award becoming effective.
2.4.3. Revisions. The Board or the Designated Committee, as applicable and in its discretion, may change and otherwise revise the terms of Initial Awards and Annual Awards granted under this Policy, including, without limitation, the number of Shares subject thereto and type of Award.
3. OTHER COMPENSATION AND BENEFITS
Non-Founder Outside Directors also may be eligible to receive other compensation and benefits, as may be determined by the Board or its Designated Committee, as applicable, from time to time.
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