Equity Compensation
The equity compensation set forth below will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”), subject to the approval of the Plan by the Company’s stockholders and the registration of shares of the Company’s common stock eligible for issuance under the Plan on a Form S-8 registration statement. All equity awards granted under this policy will be restricted stock units (“RSUs”).
Initial Grant. Each Eligible Director who is elected or appointed for the first time to be an Eligible Director following the Effective Date will upon the date of his or her initial election or appointment to be an Eligible Director (the “Commencement Date”), be eligible to receive an initial, one-time grant of RSUs (the “Initial Grant”) with an aggregate grant date fair value of $200,000, that vests in three equal annual installments following the Commencement Date, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each vesting date. The grant date fair value will be converted into a number of shares by dividing $200,000 by the 30-trading day volume weighted average price of the publicly traded shares of common stock of the Company, rounded down to the nearest whole share. The Initial Grant may only be granted once to any Eligible Director.
Annual Grants. On the date of each annual stockholder meeting of the Company held after the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board following such stockholder meeting (excluding any Eligible Director who is first appointed or elected by the Board at such meeting) will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted RSUs with an aggregate grant date fair value of $125,000 (the “Annual Grant”). The grant date fair value will be converted into a number of shares by dividing $125,000 by the 30-trading day volume weighted average price of the publicly traded shares of common stock of the Company, rounded down to the nearest whole share. RSUs subject to the Annual Grant will vest on the earlier to occur of the first anniversary of the grant date and the date of the Company’s next annual stockholder meeting, subject to the Eligible Director’s Continuous Service through the vesting date; provided, that the Annual Grant will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service through such date. With respect to an Eligible Director who, following January 15, 2022, was first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon the Company’s first annual stockholder meeting following such Eligible Director’s first joining the Board, such Eligible Director’s first Annual Grant will be pro-rated to reflect the time between such Eligible Director’s election or appointment date and the date of such first annual stockholder meeting.
Non-Employee Director Compensation Limit
Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director (as defined in the Plan) shall in no event exceed the limits set forth in Section 3(d) of the Plan.
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