Retainer clause samples

(a) During the election window provided by the Company each year (which must end no later than December 31), a Director may elect to receive his or her Annual Retainer payable to the Director with respect to the Deferral Year that commences in the following calendar year in one of the following forms: (i)a Cash Retainer, paid in four, equal installments following each quarter of service during the Deferral Year (subject to any deferral election made pursuant to Article 5), (ii) an Equity Retainer granted concurrently with the corresponding Annual Equity Grant and Annual Board Chair Equity Grant (collectively, the “Annual Equity Awards”) made during the calendar year in which the Deferral Year commences and with the number of RSUs subject to such Equity Retainer determined based on the amount of his or her Annual Retainer in the same manner that the number of RSUs subject to the Annual Equity Awards is determined based on the target value for the Annual Equity Awards set forth in the Director Compensation Policy, or (iii)a combination of Cash Retainer and Equity Retainer, with allocation between the Equity Retainer and the Cash Retainer determined by the director and with the number of RSUs subject to the portion of the director’s Annual Retainer that the director has allocated to the Equity Retainer being determined in the same manner that the number of RSUs subject to the Annual Equity Awards is determined under the Director Compensation Policy, taking into account the applicable percentage of the target value that the director has allocated to the Equity Retainer. In the event that a Director does not make an affirmative and timely election on the form of payment of the Annual Retainer in a Deferral Year, such Director shall be deemed to have elected the Cash Retainer for such Deferral Year. Further, any Annual Board Chair Retainer and/or Annual Committee Chair Retainers that become determined as to a director after the time of an Annual Equity Grant to such director shall be payable in cash notwithstanding any contrary election by such director. Any election made under this Section4.1(a) shall be irrevocable as of the end of the election window, or such December31, as specified by the Company.

during the calendar year in which the Deferral Year commences and with the number of RSUs subject to such Equity Retainer determined based on the amount of his or her Annual Retainer in the same manner that the number of RSUs subject to the Annual Equity Awards is determined based on the target value for the Annual Equity Awards set forth in the Director Compensation Policy, or (iii)a combination of Cash Retainer and Equity Retainer, with allocation of the Annual Retainer made between the Equity Retainer and the Cash Retainer determined by the director and with the number of RSUs subject to the portion of the director’s Annual Retainer that the director has allocated to the Equity Retainer being determined in the same manner that the number of RSUs subject to the Annual Equity Awards is determined under the Director Compensation Policy, taking into account the applicable percentage of the target value that the director has allocated to the Equity Retainer. In the event that a Director does not make an affirmative and timely election on the form of payment of the Annual Retainer in a Deferral Year, such Director shall be deemed to have elected the Cash Retainer for such Deferral Year. Any election made under this Section4.1(b) shall be irrevocable immediately prior to the date the individual becomes a Director.

Note: This election will apply only to the Annual Cash Retainer.An election may not be made with respect to the Annual Stock Retainer.The Annual Stock Retainer will be paid 100% in restricted stock units.

The Board of the Company created a special committee (the “Financing Committee”) to evaluate potential financing arrangements for the Company due to the impacts of the COVID-19 coronavirus on the Company. For their service on the Financing Committee, the Chairperson of the Financing Committee will receive a one-time $100,000 retainer and each other member of the Financing Committee will receive a one-time $25,000 retainer. Each such retainer will be paid in a lump sum in cash following the Company’s, or its subsidiary’s, entry into such financing arrangements.

1.Base Annual Retainer. Each year, subject to Section 3, Section 4 and Section 5, each Non-Employee Director will be paid an annual retainer of $250,000 (as may be adjusted pursuant to Section 3, the “Base Annual Retainer”).The Base Annual Retainer will be paid 20% in cash and 80% in ZSUs. Subject to Section 4 and Section 5, the ZSU portion of the Base Annual Retainer will be granted on the date that such Non-Employee Director is elected or appointed to the Board (the “Base Annual Retainer Vesting Start Date”).The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU.Subject to Section 3, the ZSU portion of the Base Annual Retainer will vest as follows:25% of the granted ZSUs will vest every three months from the Base Annual Retainer Vesting Start Date, with the remainder vesting upon the earlier of (i) the one-year anniversary of the most recent Annual Meeting or (ii) the date of the next Annual Meeting, subject to the applicable Non-Employee Director’s Continuous Service through each vesting date. The cash portion of the Base Annual Retainer will be paid on a quarterly basis in accordance with the vesting schedule of the ZSU portion of the Base Annual Retainer and shall also be subject to the applicable Non-Employee Director’s Continuous Service through each vesting date.

(a)Base Annual Retainer.If a Non-Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, the Base Annual Retainer for the initial term that lasts from the date of election or appointment until the first Annual Meeting to occur thereafter will be reduced on a pro-rata basis, such that the amount payable will be equal to the Base Annual Retainer multiplied by a fraction, the numerator of which is 12 minus the whole number of months from the date of the preceding Annual Meeting until the date of election or appointment and the denominator of which is 12.Subject to Section 4 and Section 5, the ZSU portion of the prorated Base Annual Retainer will be granted on the Base Annual Retainer Vesting Start Date.The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU.

5.1. BASE ANNUAL RETAINER. Each Eligible Participant shall be paid a Base Annual Retainer for service as a director during each Plan Year. The amount of the Base Annual Retainer shall be established from time to time by the Board. Until changed by the Board, the Base Annual Retainer for a full Plan Year shall be $80,000.00 (which Base Annual Retainer includes fees for attendance at meetings of the Board or its committees). $70,000 of the Base Annual Retainer shall be payable in approximately equal quarterly installments in advance, beginning at the start of a Plan Year. A pro rata Base Annual Retainer will be paid to any person who becomes an Eligible Participant on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as an Independent Director during the Plan Year. Payment of such prorated Base Annual Retainer shall begin on the date that the person first becomes an Eligible Participant, and shall resume on a quarterly basis thereafter. The remaining $10,000 of Base Annual Retainer will be paid in fully-vested shares of Stock (which shares of Stock shall be ClassM-I, or such other class of Stock as may be determined by the Board, and subject to the one-year holding period applicable to all Stock) on or about the same day as the first quarterly payment of a calendar year, based on the NAV of the Stock from the first preceding day for which it is calculated and published.

(a) The chairperson of the Audit Committee of the Board shall be paid a Supplemental Annual Retainer for his or her service as such chairperson during a Plan Year, payable quarterly at the same times as installments of the Base Annual Retainer. The amount of the Supplemental Annual Retainer for the chairperson of the Audit Committee shall be established from time to time by the Board. Until changed by the Board, the Supplemental Annual Retainer for a full Plan Year for the chairperson of the Audit Committee shall be $10,000.00. A pro rata Supplemental Annual Retainer will be paid to any Eligible Participant who becomes the chairperson of the Audit Committee of the Board on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as a chairperson of the Audit Committee of the Board during the Plan Year. Payment of such pro-rated Supplemental Annual Retainer shall begin on the date that the person first becomes chairperson of the Audit Committee, and shall resume on a quarterly basis thereafter.

5.1.BASIC CASH RETAINER. Each Eligible Participant shall be paid a Basic Cash Retainer for service as a director during each Plan Year, payable in quarterly installments in advance.The amount of the Basic Cash Retainer is set forth on Schedule I, which may be amended from time to time by the Committee.Each person who first becomes an Eligible Participant on a date other than an Annual Meeting Date shall be paid a pro rata amount of the Basic Cash Retainer for that Plan Year to reflect the actual number of days such Person will serve on the Board in the Plan Year (a “Prorated Basic Cash Retainer”).The first installment of a Prorated Basic Cash Retainer shall be paid on or about the first day that such Person becomes an Eligible Participant and shall be a pro rata amount of the Basic Cash Retainer for that fiscal quarter to reflect the actual number of days such Person will serve on the Board in that fiscal quarter, with normal quarterly installments to follow for the remainder of the Plan Year, as described above.

5.2.SUPPLEMENTAL CASH RETAINER. The Chairman of the Board, Lead Director, and chairs and members of committees of the Board may be paid a Supplemental Cash Retainer during a Plan Year, payable in quarterly installments in advance at the same times as installments of the Basic Cash Retainer are paid.The amount of the Supplemental Cash Retainer, if any, for each eligible position, is set forth on Schedule I, which may be amended from time to time by the Committee, and may be different for the eligible positions.A pro rata portion of the Supplemental Cash Retainer (a “Prorated Supplemental Cash Retainer”) will be paid to any Eligible Participant who is elected or appointed by the Board to a position eligible for a Supplemental Cash Retainer on a date other than an Annual Meeting Date, to reflect the actual number of days such Person will serve in such capacity during the Plan Year. The first installment of a Prorated Supplemental Cash Retainer shall be paid on or about the first day that such Eligible Participant is elected or appointed to such position and shall be a pro rata amount of the Supplemental Cash Retainer for that fiscal quarter to reflect the actual number of days such Person will serve in such position in that fiscal quarter, with normal quarterly installments to follow for the remainder of the Plan Year, as described above.If an Eligible Participant who is in a position eligible for a Supplemental Cash Retainer is elected or appointed by the Board to a different eligible position on a date other than an Annual Meeting Date and such new position is entitled to a higher Supplemental Cash Retainer than the Eligible Participant was receiving prior to such change in position, such Person shall receive a Prorated Supplemental Cash Retainer based upon the difference between the higher Supplemental Cash Retainer and the lower Supplemental Cash Retainer for such partial period.

Each non-employee director appointed to serve as a member of a standing board committee receives the following annual cash retainer: Audit Committee: $12,500; Compensation Committee: $10,000; Nominating and Corporate Governance Committee: $7,500. The committee retainer is in addition to the board retainer. Committee Chairs are not eligible to receive the committee retainer, but instead receive the committee chair retainer described in Section3.

• Additionally, if permitted by our board of directors or the compensation committee, non-employee directors may elect to defer all or part of the settlement of their restricted stock units issuable in lieu of all or a portion of the annual cash retainer. Any such deferral election is subject to the rules, conditions and procedures as determined by our board of directors or the compensation committee in its sole discretion, which are intended to comply with the requirements of Section409A of the Internal Revenue Code. Timing of the settlement of any deferred restricted stock units is made in accordance with the terms of the applicable deferral election.

Our board of directors has adopted a stock retention policy that requires non-employee directors to own shares of our ClassA common stock having an aggregate value no less than three times such director’s annual cash retainer. Generally, non-employee directors must achieve the required minimum retention level within three years from the date of their election to our board of directors, however, with respect to our non-employee directors who were serving as of August27, 2015, such directors will have until August27, 2018 to achieve the required minimum retention level.

3. Elections to Receive a Retainer Grant in Lieu of Cash Retainer. Each Eligible Director may elect to receive all of his or her Annual Cash Compensation payable under A above, beginning with the first calendar year that commences after the Effective Date and any subsequent calendar year, into an RSU Award (each, a “Retainer Grant”) in accordance with this Section3 (such election, a “Retainer Grant Election”). If an Eligible Director timely makes a Retainer Grant Election pursuant to this Section3, the Retainer Grant shall be automatically granted to each Eligible Director on January1 of each year (or if such date is not a market trading day, the first market trading day thereafter) and will have an aggregate grant date fair value, as calculated in accordance with FASB ASC Topic 718, equal to the aggregate amount of Annual Cash Compensation otherwise expected to be payable to such Eligible Director for the upcoming calendar year under A above. The Retainer Grant will vest in four equal installments on each Retainer Accrual Date during the year, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each such applicable vesting date.