calendar quarter (each a Quarterly Payment Date). In the event that a Non-Employee Director serves on the Board, as Lead Director or as a chair or member of a committee for less than an entire quarter, the portion of the applicable Annual Fees earned and payable for such quarter will be prorated based on the number of days in such quarter for which such Non-Employee Director provided such service.
3. Initial Option Award. In connection with the first offering (the Offering) of shares of the Companys common stock, par value $0.001 per share (the Common Stock) pursuant to a registration statement filed with the Securities and Exchange Commission (the SEC), certain Non-Employee Director will be eligible to receive a grant of options to acquire shares of Common Stock under the ShockWave Medical, Inc. 2019 Equity Incentive Plan (the Equity Plan) on the day of and following the determination of the pricing committee of the Board regarding the price at which shares of the Common Stock of the Company are to be offered to the public in the Offering (such determination, the Pricing) (each such award, an Initial Award). Non-Employee Directors who shall receive such Initial Awards shall be Frederic Moll, F.T. Jay Watkins, Colin Cahill and Antoine Papiernik. Each Initial Award will have an exercise price per share equal to the price per share of Common Stock to the public in the Offering, and will cover a number of shares of Common Stock such that the value of the award estimated using the Black-Scholes method shall be $150,000, rounded to the nearest full share. The Initial Award shall vest in three substantially equal installments on the first three anniversaries of the closing of the Offering, in each case subject to the recipients continued service as a member of the Board through the applicable vesting date.
4. Cash Equivalent for Equity Award. In each case where an Non-Employee Director is an equity partner or service provider of a private equity sponsor of the Company, and such sponsor has informed the Company in writing that it does not allow its equity partners or service providers, as the case may be, to accept awards of equity for compensation for services rendered to boards of directors of its portfolio companies, then such Non-Employee Director shall be eligible to receive a cash award in lieu of any Initial Award (each, a Cash Equivalent Award) with a value equal to the designated value of the equity award that would otherwise be provided hereunder, but otherwise subject to the same terms and conditions applicable to such award.
5. Administration. This Plan will be administered by the Board, or if the Board so determines in its discretion, by the Compensation Committee of the Board (the Committee). The Board (or the Committee, as the case may be) will have the power to construe this Plan, to determine all questions hereunder, and to adopt and amend such rules and regulations for the administration of this Plan as it may deem desirable. All decisions, determinations and interpretations of the Board (or the Committee, as the case may be) with respect to this Plan will be final and binding.
6. Transfer and Assignment. The right of a Non-Employee Director to receive the payment of all or a portion of an Annual Fee or to be granted an Initial Award may not be assigned, transferred, pledged or encumbered, other than by will or the laws of descent and distribution and any attempted assignment or transfer will be null and void.
7. Governing Law. This Plan will be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.