Equity Compensation Clause Example with 16 Variations from Business Contracts

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 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: 3.1 a. No Discretion. No person will have any discretion to select which Outside Dir...ectors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except Awards, except as provided in Sections 3.4.4 2(d) and 9 below). 3.2 below. b. Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units (an "Initial Award"). Award") covering a number of Shares having a Value (as defined below) of $360,000, with any resulting fraction rounded down to the nearest whole Share. The grant date of the Initial Award will be granted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (such (the first date as an Outside Director, the "Initial Start Date"), whether through election by the Company's stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd follows: One third (1/3rd) of the Restricted Stock Units Shares subject to the Initial Award will be scheduled to vest each year following the grant date on each the same day of the first three anniversaries month as the grant date (or, if there is no corresponding day in a particular month, then the last day of the applicable Outside Director's Initial Start Date, that month), in each case subject to the Outside Director remaining a Service Provider continuing to be an Outside Director through the applicable vesting date. 3.3 2 c. Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director automatically will be granted an Award award of Restricted Stock Units (an "Annual Award") covering a number of Shares having a Value of $180,000; provided that the first Annual Award granted to an individual who first becomes an Outside Director following the Effective Date will have a Value equal to the product of $170,000 (with (A) $180,000 multiplied by (B) a fraction, (i) the numerator of which is the number of Shares subject fully completed days between the applicable Initial Start Date and the date of the first Annual Meeting to occur after such individual first becomes an Outside Director, and (ii) the Annual Award denominator of which is 365; and provided further that any resulting fraction shall be rounded down to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). The Share. Each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units in full on the earlier of (a) (i) the first one-year anniversary of the grant date the Annual Award is granted or (b) the day prior to (ii) the date of the next Annual Meeting next following the date the Annual Award was granted, grant date, in each case subject to the Outside Director remaining a Service Provider continuing to be an Outside Director through such the applicable vesting date. 3.4 d. Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Compensation Committee, as applicable, for use thereunder. 3.4.2 For purposes of this Policy, "Value" means the grant date fair value as determined in accordance with U.S. generally accepted accounting principles, or such other methodology the Board or any committee of the Board designed by the Board with appropriate authority (the "Designated Committee"), as applicable, may determine prior to the grant of the applicable Award becoming effective. The Board or its the Designated Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to under this Policy, including including, without limitation limitation, the number of Shares subject thereto and type of Award. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. Policy, subject to Section 5 hereof. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to ...select which Outside Directors will be granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 3.5.4 and 9 10 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units Option (an "Initial Award"). Award") to purchase Shares with grant date fair value as determined in accordance with U.S. generally accepted accounting principles (the "Grant Value") equal to $500,000. The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, Employee-Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one thirty-sixth (1/36th) of the Restricted Stock Units Shares subject to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or on the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. -3- 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director automatically will be granted an Award of Restricted Stock Units (an Option to purchase Shares with a Grant Value equal to $250,000 (the "Annual Award") that will have a Value of $170,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). Award"). The Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) in full upon the first anniversary of the date the Annual Award is granted or (b) of grant or, if earlier, the day prior to immediately before the date of the next Annual Meeting next following the date that occurs after the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan. 3.4.2 The per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date. 3.4.3 Each Policy Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 3.4.4 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. Policy, subject to Section 5 hereof. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to ...select which Outside Directors will be granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 10 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units Option (an "Initial Award"). Award") to purchase Shares with grant date fair value as determined in accordance with U.S. generally accepted accounting principles (the "Grant Value") equal to $320,000. The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, Employee-Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one thirty-sixth (1/36th) of the Restricted Stock Units Shares subject to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or on the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director who has served continuously as an Outside Director for no less than 6 months as of the date of an Annual Meeting of the Company's stockholders automatically will be granted an Award of Restricted Stock Units (an -2- Option to purchase Shares with a Grant Value equal to $160,000 (the "Annual Award") that will have a Value of $170,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). Award"). The Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) in full upon the first anniversary of the date the Annual Award is granted or (b) of grant or, if earlier, the day prior to immediately before the date of the next Annual Meeting next following the date that occurs after the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan. 3.4.2 The per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date. 3.4.3 Each Policy Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 3.4.4 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 4.2 and 3.3 4.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No provisions:4.1No Discretion. No person will have any discretion to select which... Outside Directors will be granted Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 4.4.2 and 9 below). 3.2 Initial 10 below).4.2Initial Awards. Each individual who first becomes an Outside Director following the Effective Date effectiveness of the first Form S-8 registration statement filed with the U.S. Securities and Exchange Commission with respect to the Shares issuable under the Company's 2021 Equity Incentive Plan automatically will be granted an Award award of Restricted Stock Units (an "Initial Award"). The grant date of the Initial Award will be the first Trading Day on or after 3 the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill an existing vacancy or in connection with a vacancy. Board-approved increase in the number of members of the Board. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award Award, to the extent any fractional Share results, rounded down to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd of the Restricted Stock Units subject to the Initial Award in three equal installments on each of the first three one-year, two-year and three-year anniversaries of the applicable Outside Director's Initial Start Date, Award's date of grant (or on the last day of the month, if there is no corresponding day in such month), in each case subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual date.4.3Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director who has served as an Outside Director for at least 6 months through the date of such Annual Meeting automatically will be granted an Award award of Restricted Stock Units (an (the "Annual Award") that will have a Value of $170,000 $150,000 (with the number of Shares subject to the Annual Award rounded Award, to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with extent any resulting fractional Share results, rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units in full on the earlier of (a) (i) the first one-year anniversary of the date the Annual Award is granted Award's grant date, or (b) the day prior to (ii) the date of the next Annual Meeting next following the date the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such vesting date. 3.4 Additional date.4.4Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award, Annual Award and Annual Retainer Award (each, a "Policy Award") will be as follows. 3.4.1 Each follows.4.4.1Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined in Section 10 below), as applicable, for use thereunder. 3.4.2 The thereunder.4.4.2The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 through 3.4 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 3.1. No Discretion. No person will have any discretion to select which Outside... Directors will be granted Awards under this Policy (except for elections as specified in Section 2.4) or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 3.4.2 and 9 10 below). 3.2 3.2. Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units covering Shares (an "Initial Award"). The grant date of the Initial Award will be the first Trading Day on or after the date on which such Initial Start Date, whether the individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") a Value (as defined below) of $300,000 $390,000 (with the number of Shares subject to the Initial Award Award, if any fractional Share results, rounded down to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one-third (1/3rd) of the Restricted Stock Units Shares subject to the Initial Award on each of the first one (1), two (2), and three (3) year anniversaries of the applicable Outside Director's Initial Start Date, Award's grant date, in each case subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 3.3. Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director who has served as an Outside Director for at least six (6) months through the date of such Annual Meeting automatically will be granted an Award award of Restricted Stock Units (an covering Shares (the "Annual Award") that will have with a Value of $170,000 $195,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that Award, if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share results, rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to 100% all of the Restricted Stock Units Shares subject to the Annual Award on the earlier of (a) the first one (1) year anniversary of the Annual Award's grant date the Annual Award is granted or (b) the day prior to the date of the next Annual Meeting next following the date the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. 3.4 3.4. Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 follows: 3.4.1. Each Initial Award and Annual Award granted under this Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 under the Plan. 3.4.2. For purposes of this Policy, "Value" means, with respect to an Award of Restricted Stock Units, its grant date fair value determined in accordance with U.S. generally accepted accounting principles. 3.4.3. The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy the Awards to that may be granted under this Policy in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 3.4.4. All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to select which Outside Directors will b...e granted Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 3.4.2 and 9 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date effectiveness of the first Form S-8 registration statement filed with the U.S. Securities and Exchange Commission with respect to the Shares issuable under the Company's 2021 Equity Incentive Plan automatically will be granted an Award award of Restricted Stock Units (an "Initial Award"). The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill an existing vacancy or in connection with a vacancy. Board-approved increase in the number of members of the Board. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award Award, to the extent any fractional Share results, rounded down to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd of the Restricted Stock Units subject to the Initial Award in three equal installments on each of the first three one-year, two-year and three-year anniversaries of the applicable Outside Director's Initial Start Date, Award's date of grant (or on the last day of the month, if there is no corresponding day in such month), in each case subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director who has served as an Outside Director for at least 6 months through the date of such Annual Meeting automatically will be granted an Award award of Restricted Stock Units (an (the "Annual Award") that will have a Value of $170,000 $150,000 (with the number of Shares subject to the Annual Award rounded Award, to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with extent any resulting fractional Share results, rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units in full on the earlier of (a) (i) the first one-year anniversary of the date the Annual Award is granted Award's grant date, or (b) the day prior to (ii) the date of the next Annual Meeting next following the date the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such vesting date. 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined in Section 9 below), as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 4. Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards that were granted to him or her while an Outside Director, as of immediately prior to the Change in Control, including any Policy Award, provided that the Outside Director continues to be an Outside Director through the date of such Change in Control. View More