Exhibit 10.1
Vivid Seats Inc.
Non-Employee Director Compensation Policy
(as amended and restated, effective June 7, 2022)
Non-employee members of the board of directors (the “Board”) of Vivid Seats Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (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 (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 became effective after the effectiveness of the Company’s Form S-4 Registration on September 23, 2021 (the “Effective Date”), was amended and restated effective as of and with effect from and after the Company’s 2022 Annual Meeting on June 7, 2022, and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy 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.