incentive plan (the “Plan”). All stock options granted under the Policy will be nonstatutory stock options, with a term of ten years from the date of grant, subject to earlier termination upon a termination of the Continuous Service (as defined in the Plan) of the Non-Employee Director and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying shares of commons stock of the Company on the date of grant. Vesting schedules for equity awards will be subject to the non- employee director’s continuous service on each applicable vesting date.
| (a) | Automatic Equity Grants. |
(i)Initial Grant for New Directors. Without any further action of the Board, each person who, after the Effective Date, is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of their initial election or appointment to be a Non-Employee Director, be granted an initial, one-time equity award of options to purchase 13,000 shares of common stock (the “Initial Grant”). Each Initial Grant will vest in equal quarterly installments following the date of grant suchthat the option is fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.
(ii)Annual Grant. Without any further action of the Board, on the business day following each annual meeting of stockholders of the Company, commencing with the 2021 annual meeting of the stockholders, each person who is then a Non-Employee Director will automatically be granted an option to purchase 6,500 shares of common stock (the “Annual Grant”); provided, however, that if such Non- Employee Director has not served as a member of the Board for 12 months prior to the applicable annual stockholder meeting, the number of shares subject to such individual’s Annual Grant will be pro-rated based on the number of full months served on the Board, rounded to the nearest whole share. Each Annual Grant will vest in equal quarterly installments over the four quarters following the date of grant such that the option is fully vested on the first anniversary of the date of grant, (i) subject to the Non-Employee Director’s Continuous Service through each applicable vesting date and (ii) that no Annual Grant will be granted to a Non-Employee Director in the same calendar year that such person received their Initial Grant.
(b)Change in Control. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to their then-outstanding Initial Grantor Annual Grant that were granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.
(c)Remaining Terms. The remaining terms and conditions of each stock option, including transferability, exercisability, termination and expiration, will be as set forth in the Company’s standard Option Agreement, in the form adopted from time to time by the Board.
Expenses
The Company will reimburse each Non-Employee Director for reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that such Non- Employee Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
Approved: September 5, 2020
Effective Date of Original Plan: October 2, 2020
Effective Date of Plan (Amended and Restated): July 13, 2021
