EX-10.5





 Exhibit 10.5 

DIGITALOCEAN HOLDINGS, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION
POLICY 
  

	 	1.	 Introduction 



Each member of the Board of Directors (the “Board”) of DigitalOcean Holdings, Inc. (the
“Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the
compensation described in this Non-Employee Director Compensation Policy (“Policy”) for his or her Board service. 

This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board. 

 

	 	2.	 Annual Cash Compensation 



Commencing at the beginning of the first fiscal quarter following the closing of the initial public offering (the
“IPO”) of the Company’s common stock (the “Common Stock”), each Non-Employee Director will receive the cash compensation set forth below for
service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial
months of service. All annual cash fees are vested upon payment. The Company may establish a program pursuant to which Non-Employee Directors may elect to receive their retainers in shares of Common Stock
rather than in cash. 
 (a)    Annual Board Service Retainer: 

	 	a.	 All Eligible Directors: $35,000 



	 	b.	 Chair of Board: Additional $25,000 



(b)    Annual Committee Member Service Retainer: 

	 	a.	 Member of the Audit Committee: $10,000 



	 	b.	 Member of the Compensation Committee: $7,500 



	 	c.	 Member of the Nominating and Governance Committee: $4,000 



 

	 	(c)	 Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):




	 	a.	 Chair of the Audit Committee: $20,000 



	 	b.	 Chair of the Compensation Committee: $15,000 



	 	c.	 Chair of the Nominating and Governance Committee: $8,000 



 

	 	3.	 Equity Compensation 



Commencing on the IPO, each Non-Employee Director will be eligible to receive the equity compensation
set forth below. Equity awards will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”). 

(a)    Initial Appointment Equity Grant. On appointment to the Board, and without any further action of the Board
or Compensation Committee of the Board, at the close of business on the day of such appointment, a Non-Employee Director will be automatically granted a Restricted Stock Unit Award for Common Stock having a
value of $360,000 based on the average Fair Market Value (as defined in the Plan) of the underlying Common Stock for the 10 trading days prior to and ending on the date of grant (the “Initial RSU”). Each Initial RSU
will vest over three years, with one-third of the Initial RSU vesting on the first, second, and third anniversary of the date of grant. 

  
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 (b)    Automatic Equity Grants. Without any further
action of the Board or Compensation Committee of the Board, at the close of business on the date of each Annual Meeting of the Company’s stockholders (“Annual Meeting”), each person who is then a Non-Employee Director will automatically receive a Restricted Stock Unit Award for Common Stock having a value of $180,000 based on the average Fair Market Value (as defined in the Plan) of the underlying Common
Stock for the 10 trading days prior to and ending on the date of grant (the “Annual RSU”). Each Annual RSU will vest on the earlier of (i) the date of the following year’s Annual Meeting (or the date immediately
prior to the next Annual Meeting if the Non-Employee Director’s service as a director ends at such meeting due to the director’s failure to be re-elected or
the director not standing for re-election); or (ii) the first anniversary of the date of grant. 

(c)    Vesting; Change of Control. All vesting is subject to the
Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Corporate Transaction” (as defined in the Plan), any unvested Initial RSU
or Annual RSU then held by such Non-Employee Director will become fully vested immediately prior to the closing of such Corporate Transaction. 

(d)    Remaining Terms. Each Restricted Stock Unit Award will be granted subject to the Company’s standard
restricted stock unit grant notice and agreement, in the form adopted from time to time by the Board or the Compensation Committee of the Board. 
  

	 	4.	 Ability to Decline Compensation 



A Non-Employee Director may decline all or any portion of his or her compensation under this Policy by
giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. 
  

	 	5.	 Expenses 



The Company will reimburse Non-Employee Directors for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at, and participation in, Board and committee meetings; provided,
that the Non-Employee Director timely submits appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time. 

  
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