Chair and committee member retainers are in addition to retainers for members of the Board of Directors. No additional compensation will be paid for attending individual committee meetings of the Board of Directors.
IPO Grants: Upon the filing of a registration statement on Form S-8 with respect to the shares of common stock issuable under the Companys 2021 Stock Option and Incentive Plan (the S-8 Filing Date), each Outside Director serving as of such date shall receive a one-time restricted stock unit grant with a value of $300,000 (with the number of restricted stock units determined by dividing $300,000 by the Price to the Public (or equivalent) set forth on the cover page for the final prospectus relating to the Companys initial public offering) (the IPO Grant), which shall vest in equal annual installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to have a Service Relationship (as defined in the Companys 2021 Stock Option and Incentive Plan).
Initial Award: An initial, one-time restricted stock unit award (the Initial Award) with a Value (as defined below) of $300,000 will be granted to each new Outside Director upon the later of his or her election to the Board of Directors or the S-8 Filing Date, which shall vest in equal annual installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to have a Service Relationship (as defined in the Companys 2021 Stock Option and Incentive Plan). This Initial Award applies only to Outside Directors who are first elected to the Board of Directors subsequent to the Effective Date.
Annual Award: On each date of each Annual Meeting of Stockholders of the Company following the Effective Date (the Annual Meeting), each continuing Outside Director, other than a director receiving an Initial Award, will receive an annual restricted stock unit award (the Annual Award) with a Value of $150,000, which shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director ceases to have a Service Relationship (as defined in the Companys 2021 Stock Option and Incentive Plan), unless the Board of Directors determines that the circumstances warrant continuation of vesting.
Value: For purposes of this Policy, Value means with respect to (i) any stock option award, the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 718; and (ii) any award of restricted stock or restricted stock units the product of (A) the closing market price on the New York Stock Exchange (or such other market on which the Companys common stock is then principally listed) of one share of the Companys common stock on the grant date, and (B) the aggregate number of shares of common stock underlying such award.
Sale Event Acceleration: All outstanding Initial Awards and Annual Awards held by an Outside Director shall become fully vested and nonforfeitable upon a Sale Event (as defined in the Companys 2021 Stock Option and Incentive Plan).
The Company will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board of Directors or any committee thereof.