Advantage Solutions Inc.
Non-Employee Director Compensation Policy February 27, 2024
Non-employee members of the board of directors (the “Board”) of Advantage Solutions Inc. (the “Company”), other than those members listed on Exhibit A, shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy, as amended by the Board from time to time (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (unless such member is listed on Exhibit A) (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy, including any amendment hereto shall become effective on the date (the “Effective Date”) of its adoption or amendment by the Board and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy, including without limitation Exhibit A, may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors.
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(ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the Annual Meeting immediately preceding such Non-Employee Director’s Start Date (or, in the case of the initial grant occurring in the months immediately following October 28, 2020 the number of days shall equal 216 (representing the period from October 28 to June 1 in a calendar year)) and ending on such Non-Employee Director’s Start Date and the denominator of which is 365 (with the number of shares of common stock underlying each such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(b) shall be referred to as “Initial Awards.” For the avoidance of doubt, no Non-Employee Director shall be granted more than one Initial Award.
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