Exhibit 10.12




 


Milan
Laser Inc.

Non-Employee Director Compensation Policy


 


Non-employee members of the
board of directors (the “Board”) of Milan Laser Inc. (the “Company”), other than
those employed by Leonard Green & Partners, L.P. or any of its subsidiaries or affiliates, shall be eligible to receive cash
and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The
cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action
of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee
Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines
the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective after the effectiveness
of the Company’s Form S-1 Registration (the “Effective Date”) and shall remain in effect until it
is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in
its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for
service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company
and any of its non-employee directors.


 


1.             Cash
Compensation.


 


(a)           Annual
Retainers. Each Non-Employee Director shall receive an annual retainer of $70,000 for service on the Board.


 


(b)           Additional
Annual Retainers. In addition, a Non-Employee Director shall receive the following annual retainers:


 


(i)            Lead
Independent Director of the Board. A Non-Employee Director serving as Lead Independent Directors of the Board shall receive an additional
annual retainer of $20,000 for such service.


 


(ii)           Audit
Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000
for such service.


 


(iii)          Compensation
Committee. A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer
of $15,000 for such service.


 


(iv)          Corporate
Governance Committee. A Non-Employee Director serving as Chairperson of the Corporate Governance Committee shall receive an additional
annual retainer of $10,000 for such service.


 






    


     


    

 


(c)           Payment
of Retainers. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a
calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter.
In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b),
for an entire calendar quarter, such Non-Employee Director shall receive a prorated portion of the retainer(s) otherwise payable
to such Non-Employee Director for such calendar quarter pursuant to Sections 1(a) and 1(b), with such prorated portion determined
by multiplying such otherwise payable retainer(s) by a fraction, the numerator of which is the number of days during which the Non-Employee
Director serves as a Non-Employee Director or in the applicable positions described in Section 1(b) during the applicable calendar
quarter and the denominator of which is the number of days in the applicable calendar quarter.


 


2.             Equity
Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted
under and shall be subject to the terms and provisions of the Company’s 2021 Incentive Award Plan or any other applicable Company
equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”)
and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms
previously approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all
equity grants hereunder are subject in all respects to the terms of the Equity Plan.


 


(a)           IPO
Awards. Each Non-Employee Director who (i) serves on the Board as of the date the IPO price of the shares of the Company’s
common stock is established in connection with the Company’s IPO (the “Pricing Date”) and (ii) will
continue to serve as a Non-Employee Director immediately following the effectiveness of the Form S-8 Registration Statement, shall
be automatically granted a number of restricted stock units equal to the ratio of (x) the IPO Award Value (as defined below) to
(y) the fair market value per share of the Company’s common stock on the Pricing Date. For purposes of this Policy, “IPO
Award Value” means the product of (i) $80,000 and (ii) a fraction, the numerator of which is the number of days
in the period beginning on the Pricing Date and ending on the next annual meeting of the Company’s stockholders (an “Annual
Meeting”) and the denominator of which is 365 (with the number of shares of common stock underlying each such award subject
to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to herein as the
 “IPO Awards”).


 


(b)           Annual
Awards. Each Non-Employee Director who (i) serves on the Board as of the date of any Annual Meeting after the Effective Date
and (ii) will continue to serve as a Non-Employee Director immediately following such Annual Meeting, shall be automatically granted,
on the date of such Annual Meeting, an award of restricted stock units that has an aggregate fair value on the date of grant of $80,000
(as determined in accordance with ASC 718 and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(b) shall
be referred to as the “Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the
first time to the Board at an Annual Meeting shall receive only an Annual Award in connection with such election, and shall not receive
any Initial Award on the date of such Annual Meeting as well.


 






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(c)           Initial
Awards. Except as otherwise determined by the Board, each Non-Employee Director who is initially elected or appointed to the Board
after the Pricing Date on any date other than the date of an Annual Meeting shall be automatically granted, on the date of such Non-Employee
Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award
of restricted stock units that has an aggregate fair value on the date of grant equal to the product of (i) $80,000 (as determined
in accordance with ASC 718) and (ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the
period beginning on the date of the Annual Meeting immediately preceding such Non-Employee Director’s Start Date (or, if no such
Annual Meeting has occurred, the effective date of the Company’s IPO) and ending on such Non-Employee Director’s Start Date
and the denominator of which is 365 (with the number of shares of common stock underlying each such award subject to adjustment as provided
in the Equity Plan). The awards described in this Section 2(c) shall be referred to as “Initial Awards.”
For the avoidance of doubt, no Non-Employee Director shall be granted more than one Initial Award.


 


(d)           Termination
of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company
who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will
not receive an Initial Award pursuant to Section 2(c) above, but to the extent that they are otherwise eligible, will be eligible
to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Annual Awards as described
in Section 2(b) above.


 


(e)           Vesting
of Awards Granted to Non-Employee Directors. IPO Awards, Annual Awards and Initial Awards shall vest on the earlier of (i) the
day immediately preceding the date of the first Annual Meeting following the date of grant and (ii) the first anniversary of the
date of grant, subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. No portion
of an IPO Award, Annual Award or Initial Award that is unvested at the time of a Non-Employee Director’s termination of service
on the Board shall become vested thereafter. All of a Non-Employee Director’s IPO Awards, Annual Awards and Initial Awards shall
vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at
such time.


 


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