exhibit1011






US-DOCS\121107056.1 1. Cash Compensation. (a) Annual Retainers.  Each Non-Employee Director shall receive an annual retainer of $50,000 for service on the Board.   (b) Additional Annual Retainers.  In addition, a Non-Employee Director shall receive the following annual retainers: (i) 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.  A Non-Employee Director serving as a member of the Audit Committee (other than the  Chairperson) shall receive an additional annual retainer of $10,000 for such service. (ii) Compensation Committee.  A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $20,000 for such service.  A Non-Employee Director serving as a member of the Compensation Committee  (other than the Chairperson) shall receive an additional annual retainer of $10,000 for such service. (iii) Nominating and Corporate Governance Committee.   A Non- Employee Director serving as Chairperson of the Nominating and Corporate Governance  Committee shall receive an additional annual retainer of $10,000 for such service.  A Non- Employee Director serving as a member of the Nominating and Corporate Governance Committee  (other than the Chairperson) shall receive an additional annual retainer of $5,000 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  CASPER SLEEP INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (as amended effective February 11, 2021) Non-employee members of the board of directors (the “Board”) of Casper Sleep Inc. (the  “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non- Employee Director Compensation Policy (this “Policy”), which was adopted effective as of  February 5, 2020, and is hereby amended effective as of February 11, 2021.  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 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.   185 Exhibit 10.11 





 






2 US-DOCS\121107056.1 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 2020 Equity Incentive 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) Annual Awards.  Each Non-Employee Director who (i) serves on the Board  as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) 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 have an aggregate fair value on the date of such Annual Meeting of $155,000 (as  determined in accordance with ASC 718 and with the number of shares of common stock  underlying such award subject to adjustment as provided in the Equity Plan).  The awards described in this Section 2(a) 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. (b) Initial Awards.  Except as otherwise determined by the Board, each Non- Employee Director who is initially elected or appointed to the Board after the first Annual Meeting  following the effectiveness of this Policy 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  have an aggregate fair value on such Non-Employee Director’s Start Date equal to the product of  (i) $155,000 (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 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(b) shall be referred to as “Initial Awards.”   For the avoidance of doubt, no Non-Employee Director shall be granted more than one Initial  Award. February 11, 2021 Casper Board of Directors Meeting - Board Resolution Ex. B: Amended Non-Employee Director Compensation Policy 186 





 






3 US-DOCS\121107056.1 (c) 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(b) 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(a) above. (d) Vesting of Awards Granted to Non-Employee Directors.  Each Annual  Award and Initial Award shall vest and become exercisable 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 Annual Award or Initial Award  that is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and exercisable thereafter. All of a Non-Employee Director’s  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. 3. Expenses The Company will reimburse each Non-Employee Director for ordinary, necessary  and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in  Board meetings and meetings of any committee of the Board; provided, that the Non-Employee Director timely submit to the Company appropriate documentation substantiating such expenses  in accordance with the Company’s travel and expense policy applicable to directors, as in effect  from time to time. To the extent that any taxable reimbursements are provided to any Non- Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue  Code of 1986, as amended, including, but not limited to, the following provisions: (i) the amount  of any such expenses eligible for reimbursement during such individual’s taxable year may not  affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of  an eligible expense must be made no later than the last day of such individual’s taxable year that  immediately follows the taxable year in which the expense was incurred; and (iii) the right to any  reimbursement may not be subject to liquidation or exchange for another benefit. * * * * * February 11, 2021 Casper Board of Directors Meeting - Board Resolution Ex. B: Amended Non-Employee Director Compensation Policy 187