Outside Director Compensation Plan
OUTSIDE DIRECTOR COMPENSATION POLICY
Adopted and approved December 2, 2020
Roblox Corporation (the Company) believes that the granting of equity and cash compensation to its members of the Board of Directors (the Board, and members of the Board, the Directors) represents an effective tool to attract, retain, and reward Directors who are not employees of the Company (the Outside Directors). This Outside Director Compensation Policy (the Policy) is intended to formalize the Companys policy regarding the compensation to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Companys 2020 Equity Incentive Plan (the Plan), or if the Plan is no longer in place, the meaning given to such terms or any similar terms in the equity plan then in place. Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.
This Policy will be effective as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act, with respect to any class of the Companys securities (the Registration Statement) (such date, the Effective Date).
Annual Cash Retainer
Effective as of the Effective Date, each Outside Director will be paid an annual cash retainer of $180,000. There are no per-meeting attendance fees for attending Board meetings.
Lead Director / Committee Membership Annual Cash Retainer
Effective as of the Effective Date, each Outside Director who serves as Lead Director, chair, or member of a committee of the Board will be paid additional annual fees as follows:
Chair of Audit Committee:
Member of Audit Committee (other than the Chair of the Audit Committee):
Chair of Nominating and Corporate Governance Committee:
Member of Nominating and Corporate Governance Committee (other than the Chair of the Nominating and Corporate Governance Committee):
Chair of Compensation Committee:
Member of Compensation Committee (other than the Chair of the Compensation Committee):
Each annual cash retainer and additional annual fee will be paid semi-annually in arrears on a prorated basis.
The Board in its discretion may change and otherwise revise the terms of the cash compensation granted under this Policy, including, without limitation, the amount of cash compensation to be paid, on or after the date the Board determines to make any such change or revision.
Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
a. No Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards.
b. Initial Award. Subject to Section 7 of this Policy, each individual who first becomes an Outside Director following the Effective Date will be granted an award of restricted stock units (an Initial Award) covering a number of Shares having an approximate value equal to $360,000. The number of Shares subject to the Initial Award shall be determined using the formula set forth in Section 2.d. below. The Initial Award will be made on the first Trading Day on or after the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy (such grant date, the Initial Award Grant Date). If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle such Outside Director to an Initial Award.
Subject to Section 3 of this Policy, each Initial Award will vest as to one-third of the restricted stock units (RSUs) subject to the Initial Award on the first Quarterly Vesting Date (as defined below) that is on or after the one (1)-year anniversary of the Initial Award Grant Date (the First Vesting Date) and as to one-third of the RSUs on each annual anniversary of the First Vesting Date thereafter, in each case, subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.
For purposes of this Policy, Quarterly Vesting Date will mean each of February 20, May 20, August 20 and November 20.
c. Annual Award. Subject to Section 7 of this Policy, on the first Trading Day on or after the date on which such individual first becomes an Outside Director and on the date of each annual meeting of the Companys stockholders following the Effective Date (each, an Annual Meeting), each Outside Director will be automatically granted an award of RSUs (an Annual Award) covering a number of Shares having an approximate value of $180,000, rounded down to the nearest whole Share. The number of Shares subject to the Annual Award shall be determined using the formula set forth in Section 2.d. below.
Subject to Section 3 of this Policy, each Annual Award will vest on the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be a Service Provider through the vesting date.
d. Determination of Number of Shares. For purposes of this Policy, the number of Shares granted as an Initial Award or Annual Award, as applicable will be determined by dividing the value of the Initial Award or Annual Award, as applicable by the average Fair Market Value of one Share for the sixty (60) consecutive Trading Days ending on the fifth (5th) Trading Day prior to the grant date of the Award, rounded down to the nearest whole Share.
CHANGE IN CONTROL
In the event of a Change in Control, each Outside Directors outstanding Company equity awards will be treated in accordance with the terms of the Plan.
Each Outside Directors reasonable, customary, and documented travel expenses to Board meetings will be reimbursed by the Company.
All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy.
No Outside Director may be issued, in any Fiscal Year, cash payments (including the fees under Section 1 above) and Awards with a combined value of such cash and Awards greater than $750,000. Any 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 an Outside Director, will be excluded for purposes of the limitations under this Section 7.
In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (a) the fifteenth (15th) day of the third (3rd) month following the end of the Companys fiscal year in which the compensation is earned or expenses are incurred, as applicable, or (b) the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the short-term deferral exception under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and guidance thereunder, as may be amended from time to time (together, Section 409A). It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company reimburse an Outside Director for any taxes imposed or other costs incurred as a result of Section 409A.
The Board or any Committee designated by the Board may amend, alter, suspend, or terminate this Policy at any time and for any reason. No amendment, alteration, suspension, or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company. Termination of this Policy will not affect the Boards or the Compensation Committees ability to exercise the powers granted to it under the Plan with respect to Awards granted under the Plan pursuant to this Policy prior to the date of such termination.