Exhibit 10.96
STANDARD BIOTOOLS INC.
Outside Director Equity Compensation Policy
(as amended and restated effective August 9, 2022)
Standard BioTools Inc. (the “Company”) believes that the granting of equity compensation represents a powerful tool to attract, retain and reward members of its board of directors who are not Employees (“Outside Directors”) and to align the interests of our Outside Directors with those of our stockholders. This Outside Director Equity Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding grants of equity compensation to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy have the meanings given such terms in the Company’s 2011 Equity Incentive Plan (the “Plan”).
This amended and restated Policy will be effective as of August 9, 2022 (the “Effective Date”). Outside Directors will be entitled 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 (c) and (d) of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
(a) Type of Option. Options granted pursuant to this Policy will be Nonstatutory Stock Options and, except as otherwise provided herein, will be subject to the other terms and conditions of the Plan.
(b) No 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 Section (e) below and Section 13 of the Plan).
(c) Initial Award. Each person who first becomes an Outside Director following the Effective Date automatically will be granted the number of Restricted Stock Units having a Value of $148,500, rounded to the nearest whole share (the “Initial Award”) on the date on which such person first becomes an Outside Director following the Effective Date, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that a Director who is an Employee (an “Inside Director”) who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award.
(d) Annual Award. Each Outside Director automatically will be granted (i) an Option having a Value of $57,500, rounded to the nearest whole share (the “Annual Option Award”) and (ii) the number of Restricted Stock Units having a Value of $57,500, rounded to the nearest whole share (the “Annual RSU Award,” and collectively, the “Annual Award”) on the date of each annual meeting of the stockholders of the Company; provided, however, that a Director who receives an Initial Award at any annual meeting of stockholders will not also receive an Annual Award on that date.
(e) Terms. The terms of each Award granted pursuant to this Policy will be as follows:
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