NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The purpose of this Non-Employee Director Compensation Policy (the Policy) of Nerdy Inc. (the Company), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (Outside Directors). This Policy will become effective as of the consummation of the transactions contemplated by that certain Business Combination Agreement among Live Learning Technologies, LLC, TPG Pace Tech Opportunities Corp. and the other parties thereto (the Effective Date). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:
(a) Annual Retainer for Board Membership: $35,000 for general availability and participation in meetings and conference calls of our Board of Directors. No additional compensation for attending individual Board meetings.
(b) Additional Annual Retainers for Committee Membership:
Audit Committee Chairperson: $20,000
Audit Committee member: $8,000
Compensation Committee Chairperson: $12,000
Compensation Committee member: $5,000
Nominating and Corporate Governance Committee Chairperson: $7,500
Nominating and Corporate Governance Committee member: $4,000
All grants of equity retainer awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary (except as to whether such equity award is in the form of stock options or a restricted stock unit grant) and will be made in accordance with the following provisions:
(a) Initial Grant. Following the Effective Date, each new Outside Director will receive an initial, one-time equity grant under the 2021 Nerdy Inc. Equity Incentive Plan, with a Value of $300,000 vesting in three (3) equal installments on the first, second, and third anniversary of the grant date; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.