Cash Compensation. (a) Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers for service as (i) a member and/or chairperson of the Board and (ii) a member or chairperson of a committee of the Board ("Committee") set forth below, as applicable. Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member $42,500 Audit Committee Chair $25,000 Member (Non-Chair) $12,500 Compensation Committee Chair $15,000 Member (Non-Chair) $7,500 Nominating and
...Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 * The chairperson of the Board is eligible to receive a retainer for service as the chairperson and an additional retainer for service as a member of the Board. The chairperson of each Committee is eligible to receive a retainer for service as the chairperson, but not an additional retainer for service as a member of the Committee. The annual retainers will be paid in arrears in four equal quarterly installments, earned upon the completion of service in each calendar quarter. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on the first day of a calendar quarter, will be eligible to receive a pro rata amount of the annual retainers described above with respect to the calendar quarter in which such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata amount reflects a reduction for each day during the calendar quarter prior to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.
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Cash Compensation.
(a) Annual (a)Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers for service as (i) a member and/or
chairperson chair of the Board and (ii) a member or
chairperson chair/co-chair of a committee of the Board ("Committee") set forth below, as applicable. Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member
$42,500 $40,000 Audit Committee Chair
$25,000 $20,000 Member (Non-Chair)
$12,500 $10,000 Compensation Committee
...Chair $15,000 Member (Non-Chair) $7,500 Nominating and Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 Research and Development Committee Chair/Co-Chair $15,000 Member (Non-Chair/Co-Chair) $7,500 * The chairperson chair of the Board is eligible to receive a retainer for service as the chairperson chair and an additional retainer for service as a member of the Board. The chairperson chair/co-chair of each Committee is eligible to receive a retainer for service as the chairperson, chair/co-chair, but not an additional retainer for service as a member of the Committee. The annual retainers will be paid in arrears in four equal quarterly installments, earned upon the completion of service in each calendar quarter. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on the first day of a calendar quarter, will be eligible to receive a pro rata amount of the annual retainers described above with respect to the calendar quarter in which such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata amount reflects a reduction for each day during the calendar quarter prior to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock quarter and partial service for that quarter will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. receive pro rata treatment. (b)Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. 179018670 v9 To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.
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Cash Compensation.
(a) Annual (a)Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers for service as (i) a member and/or
chairperson chair of the Board and (ii) a member or
chairperson chair/co-chair of a committee of the Board ("Committee") set forth below, as applicable. Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member
$42,500 $40,000 Audit Committee Chair
$25,000 $20,000 Member (Non-Chair)
$12,500 $10,000 Compensation Committee
...Chair $15,000 Member (Non-Chair) $7,500 Nominating and Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 Research and Development Committee Chair/Co-Chair $15,000 Member (Non-Chair/Co-Chair) $7,500 * The chairperson chair of the Board is eligible to receive a retainer for service as the chairperson chair and an additional retainer for service as a member of the Board. The chairperson chair/co-chair of each Committee is eligible to receive a retainer for service as the chairperson, chair/co-chair, but not an additional retainer for service as a member of the Committee. The annual retainers will be paid in arrears in four equal quarterly installments, earned upon the completion of service in each calendar quarter. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on the first day of a calendar quarter, will be eligible to receive a pro rata amount of the annual retainers described above with respect to the calendar quarter in which such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata amount reflects a reduction for each day during the calendar quarter prior to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock quarter and partial service for that quarter will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. receive pro rata treatment. 179018670 v6 (b)Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.
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Cash Compensation.
(a) Annual (a)Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual
retainers cash retainer fees for service as (i) a member and/or chairperson of the Board and (ii) a member
or and/or chairperson of a committee of the Board
("Committee") (each a "Committee") as set forth
below, in the table below. Each Non-Employee Director who serves as
applicable. chairperson of the Board and/or a Committee will receive the applicable additional Chairperson retainer(s) ...in addition to the member retainer(s) for such service Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member $42,500 $45,000 Lead Director $17,500 (Additional to Board Member Retainer) Audit Committee Chair $25,000 Member (Non-Chair) $12,500 $10,000 Chairperson $15,000 (Additional to Committee Member Retainer) Compensation Committee Chair $15,000 Member (Non-Chair) $7,500 Chairperson $10,000 (Additional to Committee Member Retainer) Nominating and Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 * The chairperson of the Board is eligible Chairperson $5,000 (Additional to receive a retainer for service as the chairperson and an additional retainer for service as a member of the Board. The chairperson of each Committee is eligible to receive a retainer for service as the chairperson, but not an additional retainer for service as a member of the Committee. Member Retainer) The annual retainers will be paid in arrears cash on, or soon after, the date of the Company's annual meeting of stockholders and are paid in four equal quarterly installments, earned upon consideration of the completion Non-Employee Director's service for the twelve months following the annual meeting of service in each calendar quarter. stockholders. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on at the first day annual meeting of a calendar quarter, stockholders, will be eligible to receive a pro rata pro-rated amount of the annual retainers described above with respect to based on the calendar quarter in which date such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata pro-rated amount reflects a reduction for each day during from the calendar quarter prior date of the previous annual meeting to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. (b)Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.
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Cash Compensation.
(a) Annual (a)Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers for service as (i) a member and/or
chairperson chair of the Board and (ii) a member or
chairperson chair of a committee of the Board ("Committee") set forth below, as applicable. Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member
$42,500 $40,000 Audit Committee Chair
$25,000 $20,000 Member (Non-Chair)
$12,500 $10,000 Compensation Committee Chair $15
...,000 Member (Non-Chair) $7,500 Nominating and Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 * The chairperson chair of the Board is eligible to receive a retainer for service as the chairperson chair and an additional retainer for service as a member of the Board. The chairperson chair of each Committee is eligible to receive a retainer for service as the chairperson, chair, but not an additional retainer for service as a member of the Committee. The annual retainers will be paid in arrears in four equal quarterly installments, earned upon the completion of service in each calendar quarter. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on the first day of a calendar quarter, will be eligible to receive a pro rata amount of the annual retainers described above with respect to the calendar quarter in which such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata amount reflects a reduction for each day during the calendar quarter prior to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock quarter and partial service for that quarter will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. receive pro rata treatment. (b)Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.
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