OUTSIDE DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the Board) of Fisker Inc. (the Company) who is not an employee of the Company (each such member, an Outside Director) will receive the compensation described in this Outside Director Compensation Policy (the Director Compensation Policy) for his or her Board service following the date this Outside Director Compensation Policy is effective (the Effective Date).
The Director Compensation Policy may be amended at any time in the sole discretion of the Board.
Annual Cash Compensation
Each Outside Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in arrears, in equal quarterly installments following the end of each fiscal quarter of the Company in which the service occurred. Any amount payable for a partial quarter of service will be pro-rated by multiplying such amount by a fraction, the numerator of which will be the number of days of service that the Outside Director provided in such quarter and the denominator of which will be the number of days in such quarter inclusive. All annual cash fees are vested upon payment. For purposes of clarity, the first quarterly installment of the annual retainers set forth below shall be paid for the first quarter that ends on or after the Effective Date, with the amount of such payment equal to the full quarterly installment, pro-rated as applicable based on the days of service that the Outside Director provided in such quarter.
|1. || |
Annual Board Member Service Retainer:
a. All Outside Directors: $50,000.
b. Outside Director serving as Lead Independent Director: $25,000 (in addition to above).
|2. || |
Annual Committee Member Service Retainer:
a. Member of the Audit Committee: $10,000.
b. Member of the Compensation Committee: $7,500.
c. Member of the Nominating and Corporate Governance Committee: $5,000.
|3. || |
Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):
a. Chairperson of the Audit Committee: $25,000.
b. Chairperson of the Compensation Committee: $18,000.
c. Chairperson of the Nominating and Corporate Governance Committee: $10,000.
Equity awards will be granted under the Companys 2020 Equity Incentive Plan or any successor equity incentive plan adopted by the Board and the stockholders of the Company (the Plan).
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Automatic Equity Grants.
(i) Annual Grant for Continuing Outside Directors. Without any further action of the Board, at the close of business on the date of each Annual Meeting following the Effective Date, each continuing Outside Director shall be granted restricted stock units (RSUs) under the Plan covering shares of the Companys Common Stock (Shares) having an RSU Value of $200,000 (a Continuing Director