Non-Employee Director Compensation Policy
UNITY SOFTWARE INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
ADOPTED: August 14, 2020
Each member of the Board of Directors (the Board) of Unity Software Inc. (the Company) who is a non-employee director of the Company (each such member, a Non-Employee Director) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (the Policy) for his or her Board service. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Companys 2020 Equity Incentive Plan (the Plan) or any successor equity incentive plan.
The Policy will be effective upon the execution of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Companys Common Stock, pursuant to which the Companys Common Stock is priced for the initial public offering (the date of such execution being referred to as the IPO Date). The Policy may be amended at any time in the sole discretion of the Board.
Commencing on the IPO Date, each Non-Employee Director will be eligible to receive the applicable compensation set forth below. Any equity compensation will be granted under the Plan or any successor equity incentive plan. Grants made in connection with the initial public offering are not covered by this Policy.
(a) Retainer Grant. Without any further action by the Board, at the close of business on the date of each annual meeting of the stockholders of the Company following the IPO Date (each, an Annual Meeting), each person who is then a Non-Employee Director will automatically be granted an RSU Award covering a number of shares of Common Stock equal to (A) the Total Retainer (as defined below) divided by (B) the closing sales price per share of the Common Stock on the date of the applicable Annual Meeting, rounded down to the nearest whole share (each, a Retainer Grant). Each Retainer Grant will fully vest on the earlier of (1) the first anniversary of the applicable grant date and (2) the date of the first Annual Meeting following the applicable grant date, subject to the Non-Employee Directors Continuous Service through the vesting date.
The Total Retainer shall mean the sum of the following retainer fees, as applicable with respect to such Non-Employee Director, measured as of the date of the Retainer Grant:
Lead Independent Director:
(b) Initial Grant. Without any further action by the Board, each person who, after the IPO Date, is elected or appointed for the first time to be a Non-Employee Director (a New Director) will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director (or, if such date is not a business day, the first business day thereafter), be granted an RSU Award covering a number of shares of Common Stock equal to (A) $400,000 divided by (B) the closing sales price per share of the Companys Common Stock on the applicable grant date, rounded down to the nearest whole share (each, an Initial Grant). Each Initial Grant will vest in a series of successive equal quarterly installments over the three-year period measured from the applicable grant date, subject to the Non-Employee Directors Continuous Service through each applicable vesting date.
(c) Annual Grant and Cash Election.
(i) Annual Grant. Without any further action by the Board, at the close of business on the date of each Annual Meeting, each person who is then a Non-Employee Director will automatically be granted an RSU Award covering a number of shares of Common Stock equal to (A) $250,000 minus such Non-Employee Directors Cash Amount (as defined below), if any, divided by (B) the closing sales price per share of the Companys Common Stock on the date of the applicable Annual Meeting (each, an Annual Grant). Each Annual Grant will fully vest on the earlier of (1) the first anniversary of the applicable grant date and (2) the date of the first Annual Meeting following the applicable grant date, subject to the Non-Employee Directors Continuous Service through the vesting date.
(ii) Cash Election. Prior to the first day of the calendar year in which the Annual Grant is to be made (or, if later, in the case of a New Director, within 30 days following the New Directors commencement of service), each Non-Employee Director may elect, using such election form as may be provided by the Company, to receive up to $50,000 of the value of the Annual Grant in the form of a cash payment (any such amount that is elected, the Cash Amount). The Cash Amount shall be paid within ten (10) days following the vesting date of the Annual Grant. If no election is made by the relevant deadline, then no Cash Amount shall be subtracted from the value of the Annual Grant.
(d) Change in Control. Notwithstanding the foregoing, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control, the shares subject to his or her then-outstanding equity awards that were granted pursuant to the Policy (and any other then-outstanding Company equity awards then held by such Non-Employee Director), and any Cash Amount elected in lieu of a portion of an Annual Grant, will become fully vested (and in the case of the Cash Amount, payable) immediately prior to the closing of such Change in Control.
(e) Remaining Terms. The remaining terms and conditions of each RSU Award will be as set forth in the Plan and the Companys standard RSU Award Grant Notice and RSU Award Agreement, in the form adopted from time to time by the Board.
Non-Employee Director Compensation Limit
Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is eligible to receive under this Policy shall be subject to the limits set forth in Section 3(d) of the Plan.
Ability to Decline Compensation
A Non-Employee Director may decline all or any portion of his or her compensation under the Policy by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be.
The Company will reimburse each Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Companys travel and expense policy, as in effect from time to time.