2/24/2018 S-1 Table of Contents Cash Compensation Following the completion of this offering, non­employee directors will be entitled to receive the following cash compensation for their services: • $50,000 per year for service as a board member; • $20,000 per year for service as a lead independent director; • $25,000 per year for service as chair of the audit committee; • $12,500 per year for service as a member of the audit committee; • $20,000 per year for service as chair of the compensation committee; • $10,000 per year for service as a member of the compensation committee; • $10,000 per year for service as chair of the nominating and governance committee; and • $5,000 per year for service as a member of the nominating and governance committee. Each non­employee director who serves as the chair of a committee will receive both the additional annual fee as the chair of the committee and the additional annual fee as a member of the committee. All cash payments to non­employee directors are paid quarterly in arrears on a prorated basis. Equity Compensation Initial Award. Each person who first becomes a non­employee director will receive, on the first trading date on or after the date on which the person first becomes an non­employee director, an initial award of RSUs, or the Initial Award, covering a number of shares of our Class A common stock having a grant date fair value (determined in accordance with GAAP) equal to $300,000 multiplied by the fraction obtained by dividing (1) the number of full months during the period beginning on the date the person first becomes a non­employee director and ending on the one­year anniversary of the date of the then­most recent annual meeting of the company’s stockholders, or the Initial Award Vesting Period by (2) 12, rounded to the nearest whole share. The Initial Award will vest on the last day of the Initial Award Vesting Period or, if earlier, on the day before the annual meeting of our stockholders that follows the grant date of the Initial Award, subject to the non­employee director continuing to provide services to us through the applicable vesting date. If the person was a member of the Board of Directors and also an employee, becoming a non­employee director due to termination of employment will not entitle the non­employee director to an Initial Award. Annual Award. Each non­employee director automatically will receive, on the date of each annual meeting of the Company’s stockholders following the effective date of the policy, an annual award of RSUs, each of which we refer to as an Annual Award, covering a number of shares of our Class A common stock having a grant date fair value (determined in accordance with GAAP) of $300,000, rounded to the nearest whole share. The Annual Award will vest on the one­year anniversary of the grant date of the Annual Award or, if earlier, the day before our annual meeting of stockholders that follows the grant date of the Annual Award, subject to the non­employee director continuing to provide services to us through the applicable vesting date In the event of a “change in control” (as defined in our 2018 Plan), each non­employee director will fully vest in his or her outstanding company equity awards, including any Initial Award or Annual Award, provided that the non­employee director continues to be a non­employee director through such date. 134 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 142/235