Exhibit
10.8 


 


Vacasa,
Inc.


Non-Employee
Director Compensation Program


  


This Vacasa, Inc. (the “Company”)
Non-Employee Director Compensation Program (this “Program”) has been adopted by the Company’s Board of
Directors (the “Board”) under the Company’s 2021 Incentive Award Plan (the “Plan”)
and shall be effective upon the closing of the transactions contemplated by that certain Business Combination Agreement dated July 28,
2021, by and among TPG Pace Solutions Corp., the Company, Vacasa Holdings LLC, and certain other parties thereto (the “Effective
Date”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.


 


Cash Compensation


 


Effective upon the Effective Date, annual retainers will be paid in
the following amounts to Non-Employee Directors:


 


Board Service


 


	Non-Employee Director:	 	$	50,000	 
	Non-Executive Chair:	 	$	40,000	 



 


Committee Service


 


	 	 	Chair	 	 	Non-Chair	 
	Audit
    Committee Member	 	$	25,000	 	 	$	12,500	 
	Compensation
    Committee Member	 	$	20,000	 	 	$	10,000	 
	Nominating
    and Corporate Governance Committee Member	 	$	10,000	 	 	$	5,000	 



  


All
annual retainers will be paid out in cash on a quarterly basis in arrears promptly following the end of the applicable calendar quarter,
but in no event more than 30 days after the end of such quarter. If a Non-Employee Director does not serve as a Non-Employee Director,
or in the applicable positions described above, for an entire calendar quarter, the retainer paid to such Non-Employee Director shall
be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.


 





Election to Receive Restricted Stock Units
(“RSUs”) In Lieu of Annual Retainers


  


	General:	The
                                            Board or the Compensation Committee may, in its discretion, provide Non-Employee Directors
                                            with the opportunity to elect to convert all or a portion of their annual retainers into
                                            awards of RSUs ( “Retainer RSU Awards”)
                                            granted under the Plan or any other applicable Company equity incentive plan then-maintained
                                            by the Company, with each such Retainer RSU Award covering a number of shares of Common Stock
                                            calculated by dividing (i) the amount of the annual retainer that would have otherwise been
                                            paid to such Non-Employee Director on the applicable grant date by (ii) the average closing
                                            trading price of the Common Stock over the 20 consecutive trading days ending with the trading
                                            day immediately preceding the grant date (such election, a “Retainer RSU
                                            Election”). 






 






     


     


    

 


	 	Each
                                            Retainer RSU Award automatically will be granted on the fifth day of the month immediately
                                            following the end of the quarter for which the corresponding portion of the annual retainer
                                            was earned. Each Retainer RSU Award will be fully vested on the grant date.

	 	 













	Election
    Method: 	Each
                                            Retainer RSU Election must be submitted to the Company in the form and manner specified by
                                            the Board or its Compensation Committee. An individual who fails to make a timely Retainer
                                            RSU Election shall not receive a Retainer RSU Award and instead shall receive the applicable
                                            annual retainer in cash. Retainer RSU Elections must comply with the following timing requirements: 


 



	 	·	Initial Election. Each individual who
    first becomes a Non-Employee Director may make a Retainer RSU Election with respect to annual retainer payments scheduled to be paid
    in the same calendar year as such individual first becomes a Non-Employee Director (the “Initial Retainer RSU Election”).
    The Initial Retainer RSU Election must be submitted to the Company on or before the date that the individual first becomes a Non-Employee
    Director (the “Initial Election Deadline”), and the Initial Retainer RSU Election shall become final and irrevocable
    as of the Initial Election Deadline.

     

	 	· 	Annual
    Election. No later than December 31 of each calendar year, or such earlier deadline as may be established by the Board or the
    Compensation Committee, in its discretion (the “Annual Election Deadline”), each individual who is a Non-Employee
    Director as of immediately before the Annual Election Deadline may make a Retainer RSU Election with respect to the annual retainer
    relating to services to be performed in the following calendar year (the “Annual Retainer RSU Election”).
    The Annual Retainer RSU Election must be submitted to the Company on or before the applicable Annual Election Deadline and shall
    become effective and irrevocable as of the Annual Election Deadline.



 


Equity Compensation


 


	Initial
    RSU Award:	Each
                                            Non-Employee Director who is initially elected or appointed to serve on the Board after the
                                            Effective Date shall be granted an award of RSUs under the Plan or any other applicable Company
                                            equity incentive plan then-maintained by the Company covering that number of shares of Common
                                            Stock calculated by dividing (i) $320,000 by (ii) the average closing trading price of the
                                            Common Stock over the 20 consecutive trading days ending with the trading day immediately
                                            preceding the grant date (the “Initial RSU Award”).

     

    The
    Initial RSU Award will be automatically granted on the date on which such Non-Employee Director commences service on the Board, and
    will vest as to one-third of the shares subject thereto on each anniversary of the applicable grant date such that the shares subject
    to the Initial RSU Award are fully vested on the third anniversary of the grant date, subject to the Non-Employee Director continuing
    in service on the Board through each such vesting date.

     

    For
    the avoidance of doubt, any Non-Employee Director who transitions to the Board on the Effective Date from the board of Vacasa Holdings
    LLC will not be entitled to receive the Initial RSU Award and any Non-Employee Director who has agreed to join the Board in writing
    prior to the Effective Date will receive an Initial RSU Award as calculated in such individual’s offer letter.

     






 






     


     


    

 





	Annual
    RSU Award:	Each
                                            Non-Employee Director who will continue to serve as a Non-Employee Director immediately following
                                            an annual meeting of the Company’s stockholders (an “Annual Meeting”)
                                            shall be granted on the date of such Annual Meeting an award of RSUs under the Plan or any
                                            other applicable Company equity incentive plan then-maintained by the Company covering a
                                            number of shares of Common Stock calculated by dividing (i) $200,000 by (ii) the average
                                            closing trading price of the Common Stock over the 20 consecutive trading days ending with
                                            the trading day immediately preceding the grant date (the “Annual RSU
                                            Award”); provided, that
                                            if a Non-Employee Director is otherwise eligible for an Annual RSU Award as of the date of
                                            an Annual Meeting but has been serving on the Board for less than four months as of the date
                                            of such Annual Meeting, then the number of shares of Common Stock subject to the Annual RSU
                                            Award shall be prorated by multiplying the number of shares that would otherwise be subject
                                            to the Annual RSU Award by a fraction, the numerator of which is the number of days from
                                            the date of the Non-Employee Director’s appointment or election through the date of
                                            such Annual Meeting, and the denominator of which is 365.

     

    The
    Annual RSU Award will be automatically granted on the date of the applicable Annual Meeting, and will vest in full on the earlier
    of (i) the first anniversary of the grant date and (ii) immediately before the next Annual Meeting following the grant date, subject
    to the Non-Employee Director continuing in service on the Board through such vesting date.

     

    No
    portion of an award of RSUs which is unvested at the time of a Non-Employee Director’s termination of service on the Board
    shall vest therafter.

     



 


Election to Defer Issuances


 


	General:	The
    Board or the Compensation Committee may, in its discretion, provide each Non-Employee Director with the opportunity to defer the
    issuance of the shares underlying RSUs granted under this Program, including Retainer RSU Awards and other RSUs granted hereunder,
    that would otherwise be issued to the Non-Employee Director in connection with the vesting or grant of the RSUs until the earliest
    of a fixed date properly elected by the Non-Employee Director, the Non-Employee Director’s Termination of Service or a Change
    in Control. Any such deferral election (“Deferral Election”)
    shall 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 of the Code,
    unless otherwise specifically determined by the Board or the Compensation Committee. If an individual elects to defer the delivery
    of the shares underlying RSUs granted under this Program, settlement of the deferred RSUs shall be made in accordance with the terms
    of the Deferral Election.





 






     


     


    

 





	Election
    Method:	Each
                                            Deferral Election must be submitted to the Company in the form and manner specified by the
                                            Board or its Compensation Committee. Deferral Elections must comply with the following timing
                                            requirements:

                                                                                                                                                

	 	●	Initial
                                            Deferral Election. Each individual who first becomes a Non-Employee Director may make
                                            a Deferral Election with respect to the Non-Employee Director’s RSUs to be granted
                                            in the same calendar year as such individual first becomes a Non-Employee Director (the “Initial
                                            Deferral Election”).
                                            The Initial Deferral Election must be submitted to the Company on or before the Initial Election
                                            Deadline, and the Initial Deferral Election shall become final and irrevocable as of the
                                            Initial Election Deadline.

                                                                                 

	 	●	Annual
    Deferral Election. No later than the Annual Election Deadline, each individual who is a Non-Employee Director as of immediately
    before the Annual Election Deadline may make a Deferral Election with respect to the RSUs to be granted in the following calendar
    year (the “Annual Deferral Election”).
    The Annual Deferral Election must be submitted to the Company on or before the applicable Annual Election Deadline and shall become
    final and irrevocable for the subsequent calendar year as of the applicable Annual Election Deadline.
	 	 	 


 


Change in Control


 


Upon
a Change in Control of the Company, all outstanding equity awards granted under the Plan and any other equity incentive plan maintained
by the Company that are held by a Non-Employee Director shall become fully vested and/or exercisable, irrespective of any other provisions
of the Non-Employee Director’s Award Agreement.


 


Reimbursements


 


The
Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred
by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company’s applicable
expense reimbursement policies and procedures as in effect from time to time.







  


Miscellaneous


 


The other provisions of the Plan shall apply to the RSUs granted automatically under this Program, except to the extent such other provisions
are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants
of RSUs hereby are subject in all respects to the terms of the Plan. The grant of RSUs under this Program shall be made solely by and
subject to the terms set forth in an Award Agreement in a form to be approved by the Board and duly executed by an executive officer of
the Company. 


 


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