Document

Udemy，Inc.（「公司」）代表了一種吸引、留任和獎勵那些不是公司員工的董事的有效工具（“公司董事會董事會董事會成員（「董事」）相信向其董事會成員（「董事會」）提供現金和股權報酬是吸引、留任和獎勵非公司員工的董事的有效工具。董事們”）外部董事這項外部董事薪酬政策旨在明確公司關於現金薪酬和股權獎勵的政策，適用於公司的外部董事。政策該文件旨在規範公司對董事獲現金補償和股權激勵授予的政策。除非在此另有定義，否則本政策中使用的大寫術語將按照公司的2021股權激勵計劃中所給定的含義解釋，隨着時間的推移相應進行修訂（或若在授予股權獎勵時不再使用該計劃，則按照當時有效的股權計劃中的含義解釋該術語或任何類似術語）（適用的計劃統稱爲「董事會」401(k)計劃的僱主貢獻每位董事應對因根據本政策獲得的股權獎勵以及現金和其他補償而發生的稅務義務負有完全責任。



董事會主席：			$60,000
獨立董事主席：			$20,000
審計委員會主席：			$20,000
審計委員會成員：			$10,000
薪酬委員會主席：			$14,500
薪酬委員會成員：			$7,000
提名和企業治理委員會主席：			$9,000
提名和企業治理委員會成員：			$4,000

c.付款根據本政策，每名外部董事的年度現金按金將按季度預付，以拖欠方式支付給在公司上一個財政季度內任何時候擔任相關職務的每名外部董事（“財季”），該付款將在上述上一個財政季度結束後的30天內支付。爲明確起見，在相關財政季度的一部分時間僅擔任外部董事或適用委員會成員（或主席）的外部董事將根據其在此類財政季度擔任相關職務的天數，收到適用年度現金按金的季度付款的比例付款，進行計算。

a.保留者獎勵每位外部董事可以選擇將與日曆年度有關的現金保留費支付的全部或部分金額轉換爲一定數量的受限制股票單位（"保留者RSUs”，及一定數量的保留者RSUs獎勵（稱爲"保留獎勵））的價值與授予日當日等於保留獎對應的適用現金保留費支付金額，但任何由此產生的分數應向下舍入至最接近的整分股（此類選舉稱爲"保留者RSU選舉）。保留者獎勵應受制於第3部分中規定的某些條款和條件。

b.保留 RSU 選舉機制每個保留 RSU 選舉必須按照董事會或薪酬委員會規定的形式和方式提交給公司法務部門。未能及時進行保留 RSU 選舉的個人將不會收到保留獎勵，而應收到相應的現金保留支付。保留 RSU 選舉必須遵守以下時間要求：

i.初次選舉每位首次成爲外部董事的個人，可針對計劃在其首次成爲外部董事同一日曆年內支付的現金保留者款項提交保留者RSU選舉（“初次選舉”）。首次選舉必須在個人首次成爲外部董事的日期或之前提交給公司法務部（“初始選舉截止日期”），並且首次選舉將在首次選舉截止日期生效且不可撤銷。

ii.年度選舉根據本段最後一句，每年日曆年最遲需於12月31日前，或董事會或薪酬委員會自行確定的較早截止日期前，在每位外部董事在年度選舉截止日期前立即進行的情況下（“年度選舉截止日期”），每位在年度選舉截止日期前作爲外部董事的個人都可以對關於在下一個日曆年中執行的服務相關的現金保留獎勵支付進行保留獎勵獎勵選舉，並且按照計劃在完成這些服務後支付（“年度選舉”）。年度選舉必須在適用的年度前提交給公司法務部門

c.終止提前於保留獎勵授予日期如果一名已經作出有效保留 RSU 選舉的外部董事在適用的保留獎授予日之前不再擔任外部董事，如本政策第 3 條所規定，該保留 RSU 選舉將被視爲取消，並且該外部董事將有資格就該現金保留金的適用部分收取相應的現金保留金，在該現金保留金有關的財政季度其在相關職位中擔任外部董事的天數爲基準，依照本政策第 1(c) 條（該款項稱爲“按比例計算的現金保留金支付）。儘管前述內容，任何延期選舉（定義請見本政策第 3(f) 條）如果適用的保留 RSU 選舉被取消而沒有授予的保留獎，將繼續適用於相應的按比例計算的現金保留金支付。

3.Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

b.Initial Awards. Each individual who first becomes an Outside Director will be granted an award of Restricted Stock Units (an “Initial Award”) covering a number of Shares having a Value (as defined below) of $380,000, with any resulting fraction rounded down to the nearest whole Share. The Initial Award will be granted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as follows: One third (1/3rd) of the Shares subject to the Initial Award will be scheduled to vest each year following the grant date on the same day of the month as the grant date (or, if there is no corresponding day in a particular month, then the last day of that month), in each case subject to the Outside Director continuing to be an Outside Director through the applicable vesting date.

c.Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”), each Outside Director automatically will be granted an award of Restricted Stock Units (an “Annual Award”) covering

a number of Shares having a Value of $190,000; provided that the first Annual Award granted to an individual who first becomes an Outside Director will have a Value equal to the product of (A) $190,000 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed days between the applicable Initial Start Date and the date of the first Annual Meeting to occur after such individual first becomes an Outside Director, and (ii) the denominator of which is 365; and provided further that any resulting fraction shall be rounded down to the nearest whole Share. Each Annual Award will be scheduled to vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next Annual Meeting following the grant date, in each case subject to the Outside Director continuing to be an Outside Director through the applicable vesting date.

d.Retainer Awards. Subject to Section 2(c) of this Policy, Retainer Awards will be granted on March 31, June 30, September 30 and December 31, as applicable, immediately following the end of the Fiscal Quarter for which the corresponding cash retainer payment was earned, except that if such date is not a trading day, the associated grant of the applicable Retainer Award shall occur on the next trading day following such date. Each Retainer Award will be fully vested on the date of grant.

e.Additional Terms of Initial Awards, Annual Awards and Retainer Awards. Each Initial Award, Annual Award and Retainer Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Compensation Committee, as applicable, for use thereunder. For purposes of this Policy, “Value” means the grant date fair value as determined in accordance with U.S. generally accepted accounting principles, or such other methodology the Board or any committee of the Board designed by the Board with appropriate authority (the “Designated Committee”), as applicable, may determine prior to the grant of the applicable Award becoming effective. The Board or the Designated Committee, as applicable and in its discretion, may change and otherwise revise the terms of Initial Awards, Annual Awards and Retainer Awards granted under this Policy, including, without limitation, the number of Shares subject thereto and type of Award.

f.Deferral of Awards. Unless and until otherwise determined by the Board or the Compensation Committee, each Outside Director may elect to defer the delivery of the Shares subject to any Restricted Stock Units granted under this Policy pursuant to an Initial Award, Annual Award or Retainer Award that would otherwise be delivered to such Outside Director on or following the date such Award vests pursuant to the terms of this Section 3, as applicable (the “Deferral Election”). Any Deferral Election will be irrevocable, and will be subject to such rules, conditions and procedures as shall be determined by the Board or the Compensation Committee, in its sole discretion, which rules, conditions and procedures shall at all times comply with the requirements of Section 409A (as defined below), unless otherwise specifically determined by the Board or the Compensation Committee. Deferral Elections shall be made pursuant to a form of deferral election as approved by the Board or the Compensation Committee.

5.Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards as of immediately prior to a Change in Control, including any Initial Awards and Annual Awards, provided that the Outside Director continues to be an Outside Director through the date of the Change in Control.

6.Annual Compensation Limit. No Outside Director may be granted Awards with Values, and be provided cash retainers or fees, with amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that, in the Fiscal Year containing an Outside Director’s Initial Start Date, such limit will be increased to $1,500,000. Any Awards or other compensation provided to an individual for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, will be excluded for purposes of the foregoing limit.

8.Code Section 409A. Except as provided otherwise in Section 2(c) of this Policy, in no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (a) the fifteenth (15th) day of the third (3rd) month following the end of the Company’s taxable year in which the compensation is earned or expenses are incurred, as applicable, or (b) the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term deferral” exception under Code Section 409A. It is the intent of this Policy that this Policy and all payments hereunder be exempt or excepted from or otherwise comply with the requirements of Code Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company Group have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless an Outside Director or any other person for any taxes imposed, or other costs incurred, as a result of Code Section 409A.

9.Stockholder Approval. The Policy was approved by the Company’s stockholders prior to the Company’s initial public offering. Unless otherwise required by applicable law, the Policy will not be subject to approval by the Company’s stockholders, including, for the avoidance of doubt, as a result of or in connection with an action taken with respect to this Policy as contemplated in Section 10.

10.Revisions. The Board or any Designated Committee may amend, alter, suspend, or terminate this Policy at any time and for any reason. No amendment, alteration, suspension, or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed in writing

between the Outside Director and the Company. Termination of this Policy will not affect the Board’s or the Designated Committee’s ability to exercise the powers granted to it with respect to Awards granted pursuant to this Policy prior to the date of such termination, including without limitation such applicable powers set forth in the Plan.