REVANCE THERAPEUTICS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the Board) who is not also serving as an employee of Revance Therapeutics, Inc. (the Company) or any of its subsidiaries (each such member, an Eligible Director) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service on and following the date of the underwriting agreement between Company and the underwriters managing the initial public offering of the common stock of Company (the Common Stock), pursuant to which the Common Stock is priced in such initial public offering (the Effective Date). This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
|1.||Annual Board Service Retainer:|
|a.||All Eligible Directors: $39,500|
|b.||Chairman of the Board Service Retainer (including Eligible Director Service Retainer): $64,000|
|2.||Annual Committee Member Service Retainer:|
|a.||Member of the Audit Committee: $7,500|
|b.||Member of the Compensation Committee: $5,000|
|c.||Member of the Nominating & Governance Committee: $4,500|
|3.||Annual Committee Chair Service Retainer (including Committee Member Service Retainer):|
|a.||Chairman of the Audit Committee: $20,000|
|b.||Chairman of the Compensation Committee: $12,250|
|c.||Chairman of the Nominating & Governance Committee: $8,000|
The equity compensation set forth below will be granted under the Revance Therapeutics, Inc. 2014 Equity Incentive Plan (the Plan), subject to the approval of the Plan by the Companys stockholders, and will be documented on the applicable form of stock option agreement most
recently approved for use by the Board (or a duly authorized committee thereof) for Eligible Directors. 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 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).
1. Initial Option Grant: On (a) the Effective Date, for each Eligible Director who is serving on the Board as of such date, or (b) the date of the Eligible Directors initial election to the Board, for each Eligible Director who is first elected to the Board following the Effective Date (or, if either such date in (a) or (b) is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option for 18,000 shares, as adjusted for any stock splits, combinations and the like (an Initial Option Grant). The shares subject to each Initial Option Grant will vest on the one year anniversary of the date of grant, subject to the Eligible Directors Continuous Service (as defined in the Plan) through each such vesting date. For the sake of clarity, each Eligible Director who is serving on the Board on the Effective Date of this policy, will be awarded an Initial Option Grant upon the effective date of the initial public offering, which option will have an exercise price per share equal to the price per share at which shares of Common Stock are first sold to the public in the initial public offering, as specified in the first prospectus for the initial public offering.
2. Annual Option Grant: On the date of each Companys annual stockholder meeting held after the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option for 8,000 shares, as adjusted for any stock splits, combinations and the like (an Annual Option Grant). The shares subject to the Annual Option Grant will vest on the one year anniversary of the date of grant, subject to the Eligible Directors Continuous Service (as defined in the Plan) through such vesting date.