Each Retainer RSU Award automatically will be granted on the date of the applicable Annual Meeting. Each Retainer RSU Award will vest in full, and the underlying shares be issued, as of the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting following the date of grant of the Retainer RSU Award, subject to the Non-Employee Director continuing in service on the Board through such vesting date.
Election Method: Each Retainer RSU Election must be submitted to the Company in the form and manner specified by the Company. A Non-Employee Director who fails to make a timely Retainer RSU Election shall receive the annual board service retainer in cash and not receive a Retainer RSU Award. Retainer RSU Elections must comply with the following requirements:
• Initial Election. Each new Non-Employee Director may make a Retainer RSU Election with respect to annual cash retainer payments scheduled to be paid in the same fiscal year as such individual first becomes a Non-Employee Director (the “Initial Retainer RSU Election”). The Initial Retainer RSU Election must be submitted to the Company on or before the date that the Non-Employee Director commences service on the Board (the “Initial Election Deadline”), and the Initial Retainer RSU Election shall become final and irrevocable as of the Initial Election Deadline.
• Annual Election. No later than December 31 of each calendar year (the “Annual Election Deadline”), each Non-Employee Director may make a Retainer RSU Election for the following fiscal year (the “Annual Retainer RSU Election”). The Annual Retainer RSU Election must be submitted to the Company on or before the applicable Annual Election Deadline and shall become effective and irrevocable as of the Annual Election Deadline. Each individual’s Annual Retainer RSU Election or Initial RSU Election, as applicable, will continue in effect for future years unless a new Annual Retainer RSU Election is submitted to the Company by the applicable Annual Election Deadline prior to the year in which the new Annual Retainer RSU Election will apply. For the avoidance of doubt, before a Non-Employee Director’s first Annual Retainer RSU Election takes effect, such Non-Employee Director shall continue to be paid his or her applicable board service retainer in cash through the date of the next Annual Meeting (pro-rated as appropriate).
Equity Compensation
Initial RSU Award: Each new Non-Employee Director shall be granted an award of RSUs calculated by dividing (i) $330,000 by (ii) the average per share closing trading price of the Common Stock over the most recent 30 trading days as of and including the grant date (the “Initial RSU Award”).
The Initial RSU Award will be automatically granted on the date on which a Non-Employee Director commences service on the Board. One-third of the Initial RSU Award will vest on each of the following three anniversaries of the grant date, subject to the Non-Employee Director continuing in service on the Board through each vesting date. For the avoidance of doubt, a new Non-Employee Director who receives an Initial RSU Award will not receive an Annual RSU Award in the same fiscal year.
Annual RSU Award: Each Non-Employee Director who will continue to serve as a Non-Employee Director immediately following an Annual Meeting shall be granted an award of RSUs covering a number of shares of Common Stock calculated by dividing (i) $165,000 by (ii) the average per share closing trading price of the Common Stock over the most recent 30 trading days as of and including the grant date (the “Annual RSU Award”).
