Chairperson) shall be eligible to receive an additional annual retainer of $10,000 for such service.
c.Payment of Retainers. The annual cash retainers described in Sections 1(a) and
1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company
in arrears not later than 30 days following the end of each calendar quarter. In the event an Eligible
Director does not serve as a director, or in the applicable positions described in Section 1(b), for an
entire calendar quarter, the retainer paid to such Eligible Director shall be prorated for the portion of
such calendar quarter actually served as a director, or in such position, as applicable.
2.Equity Compensation.
a.General. Eligible Directors automatically shall be granted the equity awards
described below. The awards described below shall be granted under and shall be subject to the terms
and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company
equity incentive plan then-maintained by the Company (such plan, as may be amended from time to
time, the “Equity Plan”) and may be granted subject to the execution and delivery of award
agreements, including attached exhibits, in substantially the forms approved by the Board prior to or
in connection with such grants. All applicable terms of the Equity Plan apply to this Program as if
fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of
the Equity Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Equity Plan.
b.Initial Awards.
i.Each Eligible Director who is initially elected or appointed to serve on
the Board after the Effective Date automatically shall be granted a Restricted Stock Unit
award with a value of $200,000 (the “Initial Equity Award”). The number of Restricted
Stock Units subject to an Initial Equity Award will be determined by dividing the value
by the 30-calendar-day average closing price for the Company’s common stock through
and including the date prior to the applicable grant date (with any fractional Restricted
Stock Units being rounded down to the next whole number). The Initial Equity Award
shall be granted on the date on which such Eligible Director is appointed or elected to
serve on the Board, and shall vest as to one-third of the shares underlying the Initial
Equity Award on each of the first three anniversaries of the applicable grant date, such
that the Initial Equity Award is fully vested on the third anniversary of the grant date,
subject to such Eligible Director’s continued service through the applicable vesting date.
c.Annual Awards.
i.An Eligible Director who is serving on the Board as of the date of the
annual meeting of the Company’s stockholders (the “Annual Meeting”) each calendar
year automatically shall be granted a Restricted Stock Unit award with a value of
$200,000 (an “Ongoing Annual Award”). The number of Restricted Stock Units subject to an Annual
Award will be determined by dividing the value by the 30-calendar-day average closing price for the
Company’s common stock through and including the date prior to the applicable grant date (with any
fractional Restricted Stock Units being rounded down to the next whole number). Each Annual Award
shall be granted on the date of the applicable Annual Meeting and shall vest in full on the earlier to occur
of (i) the one- year anniversary of the applicable grant date and (ii) the date of the next Annual Meeting
following the grant date, subject to continued service through the applicable vesting date.