(a) Revisions. Subject to approval from the Board of Directors, the Compensation Committee in its discretion 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.
(b) Sale Event Acceleration. In the event of a Sale Event (as defined in the Companys 2020 Stock Option and Incentive Plan (the 2020 Plan)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and exercisable.
(c) Initial Grant. Upon initial election to the Board of Directors, each new Outside Director will receive an initial, one-time grant of a non-statutory stock option to purchase 36,610 shares of the Companys Common Stock (the Initial Grant) with an exercise price per share equal to the closing price of a share of the Companys Common Stock on the date of grant and a term of ten years, that vests in equal monthly installments over thirty-six months; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. If any Initial Grant to an Outside Directors is to become effective as of the date of the Companys initial public offering, it shall have an exercise price per share equal to the per share price to the public (or equivalent) set forth on the cover page for the final prospectus relating to the Companys initial public offering. This Initial Grant applies to Outside Directors who are first elected to the Board of Directors effective as of or subsequent to the Companys initial public offering.
(d) Annual Grant. On the date of the Companys Annual Meeting of Stockholders, each Outside Director who will continue as a member of the Board of Directors following such Annual Meeting of Stockholders will receive a grant of a non-statutory stock option to purchase 18,305 shares of the Companys Common Stock on the date of such Annual Meeting (the Annual Grant), with an exercise price per share equal to the closing price of a share of the Companys Common Stock on the date of grant and a term of ten years, 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 ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.
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.
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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 for his or her services as an Outside Director shall not exceed (i) $1,000,000 in the first calendar year an individual becomes an Outside Director and (ii) $750,000 in any other year (or in each case, such other limits as may be set forth in Section 3(b) of the 2020 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 grant date fair value thereof, as determined in accordance with ASC 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.