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.
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.