For clarity, each Outside Director who serves as the chair of a committee shall receive only the additional annual cash fee as the chair of the committee, and not the additional annual cash fee as a member of the committee.
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 Common Shares to be covered by such Awards.
(b) Initial Award. Each Outside Director joining the Board after the Effective Date shall be automatically granted an award of Options covering a number of Common Shares having an aggregate Value of $369,590 (the Initial Award) upon first joining the Board (such date, the Start Date). The Initial Award will vest monthly over 36 months (on the same day of the month as the Start Date), subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.
For the avoidance of doubt, 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 the Outside Director to an Initial Award under Section 2(b). Such an Outside Director would receive an Annual Award under Section 2(c).
(c) Annual Award. 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 Options covering a number of Common Shares having an aggregate Value of $184,795 (an Annual Award).
Subject to Section 3 of this Policy, each Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) 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 applicable vesting date.
(d) Value. For purposes of Section 2, Value means the Fair Market Value of a Common Share based on the closing price on the date of grant, with the number of Common Shares determined based on that Value, rounded down.
In the event of a Change in Control, each Outside Directors outstanding Company equity awards will accelerate and vest.