$20,000 and $10,000 for the chairperson and each member of the audit committee of the Board, respectively; an additional $12,000 and $6,000 for the chairperson and each member of the compensation committee of the Board, respectively; and an additional $9,000 and $4,500 for the chairperson and each member of the nominating and corporate governance committee of the Board, respectively.
For each member of the Board who is (i) serving on the Board immediately following the effective date of the
non-employee
director compensation policy (the “Effective Date”) or (ii) first elected or appointed to the Board following the Effective Date, (A) on the date on which a registration statement on Form
S-8
is filed and effective covering the RSUs (“Form
S-8”),
with respect to clause (i) and (B) on the date of such director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter or, if there is not a Form
S-8
on the date of such initial election or appointment, then the date on which a Form
S-8
is filed and effective), with respect to clause (ii), the director will be automatically, and without further action by the Board or its Compensation Committee, granted RSUs with respect to shares of common stock with an aggregate Fair Market Value (as defined in the Plan) as of the grant date equal to $210,000 (the “Director Initial RSU Grant”); provided that such director remains in Continuous Service (as defined in the 2022 Plan) through the grant date. The grant of any Director Initial RSU Grant pursuant to clause (i) above is contingent upon, subject to and effective upon the filing and effectiveness of a Form
S-8.
The Director Initial RSU Grant will vest over a three-year period, with
one-third
(1/3) of the Initial RSU Grant vesting on the first anniversary of the grant date,
one-third
(1/3) of the Initial RSU Grant vesting on the second anniversary of the grant date and the remaining
one-third
(1/3) of the Initial RSU Grant vesting on the third anniversary of the grant date, such that the Initial RSU Grant is fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service through each such vesting date. On June 10, 2022, each
non-employee
director of the Board was granted a Director Initial RSU Grant of 40,462 RSUs.
The amended
non-employee
director compensation policy also provides for annual grants of RSUs to each director equivalent to $140,000 starting in 2022 and in future years, will vest in full on the earlier of (i) the date of the following year’s Annual Meeting (or the date immediately prior to the next Annual Meeting if the Eligible Director’s service as a director ends at such Annual Meeting due to the director’s failure to be
re-elected
or the director not standing for
re-election);
or (ii) the
one-year
anniversary measured from the date of grant, in each case. In the event of a Change in Control (as defined in the 2022 Plan), any unvested portion of the RSUs would vest immediately prior to the consummation of such Change in Control. On June 10, 2022, each
non-employee
director of the Board was granted an annual grant of 26,974 RSUs.
The description of the amended
non-employee
director compensation policy is not complete and is subject to and qualified in its entirety by reference to the amended
non-employee
director compensation policy, a copy of which is included as Exhibit 10.22 to the registration statement to which this prospectus forms a part.
Equity-based compensation has been and will continue to be an important foundation in executive compensation packages as we believe it is important to maintain a strong link between executive incentives and the creation of stockholder value. We believe that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives. The 2022 Plan will be an important element of the Company’s compensation arrangements for both executive officers and directors, and the executive officers will also be eligible to participate in the Rigetti Computing, Inc. 2022 Employee Stock Purchase Plan (“ESPP”). Prior to the Business Combination, equity awards were granted by Legacy Rigetti under the 2013 Plan.
Rigetti Computing, Inc. 2022 Equity Incentive Plan
A summary description of the material features of the 2022 Plan is set forth below. The following summary does not purport to be a complete description of all the provisions of the 2022 Plan and is qualified by reference