Equity awards will be granted under the Company’s 2021 Equity Incentive Plan or any successor equity incentive plan adopted by the Board and the stockholders of the Company (the “Plan”).

The Company will also reimburse each of the Eligible Directors for his or her travel expenses incurred in connection with his or her attendance at Board and committee meetings. Such reimbursements shall be paid on the same date as the annual cash fees are paid.

For service as Chair of the nominating and corporate governance committee: an annual cash retainer of $10,000 (in addition to any annual cash retainers otherwise paid).

“Nominating and Corporate Governance Committee” means the Nominating and Corporate Governance Committee of the Board.

Annual Committee Member Service Retainer (not applicable to Committee Chairs):

Each member of the Audit Committee will be paid an annual cash retainer fee of $12,000. The Chair of the Audit Committee will receive a supplemental annual retainer fee of $20,000. Each member of the Executive Compensation and Personnel Policies Committee will be paid an annual cash retainer fee of $7,500 and the Chair of the Executive Compensation and Personnel Policies Committee will receive a supplemental annual retainer fee of $15,000. Members of the Nominating and Corporate Governance Committee will each receive an annual retainer fee of $5,000 and the Chair of the Nominating and Corporate Governance Committee will receive a supplemental annual retainer fee of $12,500.

Corporate Governance and Nominating Committee

Annual retainer for Corporate Governance and Nominating

The equity compensation set forth below will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”). All stock options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying shares of the Company’s common stock (the “Common Stock”) on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).

The Company pays additional retainers of $200,000 to the Chair of the Board, $25,000 to the Chair of the Audit Committee, $20,000 to the Chair of the Organization and Compensation Committee and $15,000 to the Chair of the Corporate Governance and Nominating Committee. No meeting attendance fees are paid, with the exception that the Board may in its discretion approve the payment of meeting fees to directors in the following circumstances: (i) if a director is serving on three or more standing committees, he or she may receive meeting fees for attendance at meetings held by one of the three committees on which the director serves; and (ii) if a director is serving as a member of a special committee constituted by the Board, he or she may receive meeting fees for attendance at meetings held by such special committee.