2/24/2018 S-1 Table of Contents (4) The service condition was satisfied as to 100% of the shares of Class B common stock underlying the RSUs on September 1, 2016. The Performance Vesting Condition has not been satisfied. (5) 100% of the shares of our Class B common stock underlying the RSUs vest on September 1, 2018, subject to continued service through such vesting date; provided, however, that as a result of the September 2017 RSU Amendment, the September 1, 2018 vesting date is being accelerated to August 15, 2018. (6) The service condition was satisfied as to 100% of the shares of Class B common stock underlying the RSUs on May 15, 2016. The Performance Vesting Condition has not been satisfied. (7) 100% of the shares of our Class B common stock underlying the RSUs vest on May 15, 2018, subject to continued service through such vesting date. (8) Ms. Whitman became a member of our Board of Directors in September 2017. 50% of the shares of our Class A common stock underlying the RSUs vest on each of August 15, 2018 and August 15, 2019, subject to continued service through each such vesting date. In February 2018, our Board of Directors approved new awards of RSUs with a value of $300,000 to the non­employee directors listed below on the terms set forth below. In determining the size and terms of these awards, our Board of Directors considered such factors as it determined appropriate, including, the vested status of each of these non­employee director’s current company equity awards, the compensation level of directors at comparable companies, the expected timing of the issuance of future equity awards to them under the director compensation policy described below, and the past and expected future contributions of these directors to our company. • Ms. Rice and Messrs. Jacobs, Mylod, and Schreier: an award of RSUs with a value of $300,000 that vests on May 15, 2019 or the next annual meeting of our stockholders, if earlier, subject to the director’s continued service with us. The award will be subject to vesting acceleration on a “change in control”, as set forth in our director compensation policy described below. The award will be effective as of immediately prior to the effectiveness of our registration statement related to this offering, subject to their approval by our stockholders and the director’s continued service with us. The number of RSUs subject to the award shall equal $300,000 divided by the per share price of Class A common stock listed on the cover of the registration statement related to this offering. • Mr. Blair: an award of 80,000 RSUs that vests in two equal installments on November 15, 2018 and November 15, 2019, subject to his continued service with us. The award will be subject to vesting acceleration on a “change in control”, as set forth in our director compensation policy described below. This award was provided to Mr. Blair as part of his recruitment to join our Board of Directors. Prior to this offering, we did not have a formal policy with respect to compensation payable to our non­employee directors for service as directors. From time to time, we have granted equity awards to certain non­employee directors to entice them to join our Board of Directors and for their continued service on our Board of Directors. We also have reimbursed our directors for expenses associated with attending meetings of our Board of Directors and committees of our Board of Directors. In February 2018, our Board of Directors adopted a new compensation policy for our non­ employee directors that will be effective as of the date of the effectiveness of the registration statement related to this offering. This policy was developed, with input from our independent compensation consultant firm, Compensia, Inc., regarding practices and compensation level at comparable companies. It is designed to attract, retain, and reward non­employee directors. Under this director compensation policy, each non­employee director will receive the cash and equity compensation for board services described below. We also will continue to reimburse our non­employee directors for reasonable, customary, and documented travel expenses to board meetings. The director compensation policy includes a maximum annual limit of $1,200,000 of cash compensation and equity awards that may be paid, issued, or granted to a non­employee director in any fiscal year. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP). Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non­employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non­employee directors. 133 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 141/235