committee in which such director is not a member prior to such appointment, during a calendar year but following the Annual Retainer Payment Date for such calendar year, his or her annual cash retainer(s) (or additional cash retainer if theNon-Employee is serving in a different capacity) will be prorated, by multiplying such annual cash retainer(s) by a fraction, the numerator of which is the number of days from the appointment or election date to December 31 of such calendar year, and the denominator of which is 365 (“Prorated Annual Cash Retainer”). The Prorated Annual Cash Retainer shall be paid to theNon-Employee Director as soon as administratively practicable following such appointment or election. ANon-Employee Director that changes roles during a calendar year but following the Annual Retainer Payment Date for such calendar year will be entitled to a proration of the incremental increase, if any, between his or her annual cash retainer amount received for such calendar year and the increased cash retainer amount. For the avoidance of doubt, theNon-Employee Director is not required to repay his or her annual cash retainer(s) or any portion thereof in the event that suchNon-Employee Director’s role is changed or service is terminated during the calendar year.
For calendar year 2019, eachNon-Employee Director will receive an initial equity award of restricted stock units (“Initial Equity Award”) with a Fair Market Value of $225,000, based on the closing sale price of the Company’s common stock on the date of grant. The Initial Equity Award will be granted in the first fiscal quarter of 2019, or as soon thereafter as administratively practicable.
On the date of each annual meeting of the Company’s stockholders (“Annual Meeting”), eachNon-Employee Director who is continuing as a director following the date of such Annual Meeting will be granted restricted stock or restricted stock units (“Annual Equity Award”), as determined by the Compensation Committee, with a Fair Market Value of $225,000, based on the closing sale price of the Company’s common stock on the date of grant. For purposes of clarity, noNon-Employee Director who receives an Initial Equity Award will be entitled to, or be granted, an Annual Equity Award during calendar year 2019.
If aNon-Employee Director is appointed or elected at any time other than an Annual Meeting, theNon-Employee Director will be eligible to receive a prorated Annual Equity Award, as of the date of his or her appointment or election, for the period prior to the first Annual Meeting following his or her appointment or election, determined by (i) multiplying the amount of the annual equity award by a fraction, the numerator of which is the number of days from the date of appointment or election to the first anniversary of the most recent Annual Meeting, and the denominator of which is 365, and (ii) dividing such amount by the per share Fair Market Value on the date of appointment or election, rounded up to the nearest whole share.
