Exhibit 10.8


 


Yesway, Inc.

Non-Employee Director Compensation Policy


 


Non-employee members of the
board of directors (the “Board”) of Yesway, Inc. (the “Company”) 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 (other than, for the avoidance of
doubt, Brookwood Financial Partners, LLC or an affiliate thereof) 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
initial public offering (the “IPO”) and shall remain in effect until it is revised or rescinded by further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 and if such IPO
does not occur on or prior to January 1, 2022 this Policy shall be void ab initio. 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 $100,000 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 $25,000
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.


 


(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 $15,000 for such service


 


(iv)          Environmental, Social and Governance Committee. A Non-Employee Director serving as Chairperson of the Environmental, Social and Governance Committee shall receive an additional annual retainer of $15,000 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 Pricing Date shall be automatically granted, on the Pricing Date,
an award of restricted stock units that has an aggregate fair value on the date of grant of $93,750 (as determined in accordance with
FASB Accounting Codification Topic 718 (“ASC 718”) and subject to adjustment as provided in the Equity Plan
in each case).


 


(b)            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”) after the Pricing 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 such Annual Meeting of $125,000 (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(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.


 


(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 such Non-Employee Director’s Start Date equal to the product
of (i) $125,000 (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.


 






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(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. Each IPO Award shall vest and become exercisable on 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, and 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 IPO Award, 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 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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