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	People	The backbone of our operations is our 1,200 field service and shop employees across the U.S. Therefore, we place a high degree of importance on safety – it has been a performance measure in our short-term incentive program for over 13 years. We also foster a culture of integrity and mutual respect.
	Power	We help bring to market cleaner burning natural gas through our compression equipment and services. Reliable and affordable natural gas meets approximately 30% of U.S. primary energy demands and plays an increasingly vital role in the total energy mix in other parts of the world.
	Partnership	We partner with multinationals in the oil and gas industry, as well as small operators, in every major basin in the U.S. We take pride in providing the same high level of service to all of our customers and work with them to meet or exceed environmental standards in our industry.

Important Notices   Internet Availability of Proxy Materials: If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless specifically requested. The Notice of Internet Availability of Proxy Materials is not a form for voting and presents only an overview of the matters for which your vote is requested. Stockholders are encouraged to access and carefully review the proxy materials before voting. This Proxy Statement and our 2019 Annual Report to Stockholders are available at www.proxyvote.com.   Contingent Virtual Meeting: Due to the emerging public health impact of the coronavirus (COVID-19), we will monitor the need to conduct the meeting solely by means of remote communication. In that event, details on how to participate will be set forth in a press release issued by the Company and available at www.archrock.com. If you plan to attend the meeting, please check our website one week prior to the meeting.

BOARD OF DIRECTORS’ RECOMMENDATION		VOTE REQUIRED
The Board recommends that the stockholders vote “FOR” the election of each of the nominees to the Board as set forth in this proposal.		With respect to the election of directors, you may vote “for” or withhold authority to vote for each director nominee. A plurality of the votes present in person or by proxy and entitled to vote is required to elect each director nominee, meaning that the nine director nominees who receive the highest number of shares voted “for” their election are elected. However, our Corporate Governance Principles require that any nominee who receives a greater number of “withheld” votes than “for” votes must submit his or her resignation for consideration by our Board. Broker non-votes will not have any effect on the election of directors.

SKILL					TOTAL
	ENERGY INDUSTRY EXPERTISE				9
	Served in a leadership or significant operational role with a service provider, supplier or producer in the energy industry
	SENIOR LEADERSHIP EXPERIENCE				9
	Served in a senior leadership role (principal executive, financial, operating or legal officer) at a publicly-traded or sizable company
	FINANCIAL EXPERTISE				9
	Experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience actively supervising such functions
	HEALTH, SAFETY & ENVIRONMENTAL EXPERTISE				4
	First hand or significant supervisory experience over the HSE function
	ENGINEERING OR TECHNOLOGY EXPERTISE				6
	First hand or supervisory experience over the technology or engineering department of a company
	PUBLIC COMPANY BOARD EXPERIENCE				8
	Currently or has previously served on the board of another public company

Committee	Purpose	Composition	Committee Report
Audit Committee	The Audit Committee’s purpose is to assist the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence, qualifications and performance of the independent auditor and our systems of disclosure controls and procedures and internal controls over financial reporting.	The Board has determined that each member of the Audit Committee is independent and possesses the requisite financial literacy to serve on the Audit Committee. The Board has also determined that each of Mmes. Ainsworth and Hawes and Messrs. Brooks and Segner qualifies as an “audit committee financial expert,” as that term is defined by the Securities and Exchange Commission (the “SEC”). No member of the Audit Committee serves on the audit committee of more than two other public companies.	The Report is included in this Proxy Statement on pages 21 and 22.
Compensation Committee	The Compensation Committee’s purpose is to oversee the development and implementation of our compensation philosophy and strategy with the goals of attracting, developing, retaining and compensating the senior executive talent required to achieve corporate objectives and linking pay and performance.	The Board has determined that each member of the Compensation Committee is independent.	The Report is included in this Proxy Statement on page 51.
Nominating and Corporate Governance Committee	The Nominating and Corporate Governance Committee’s purpose is to identify qualified individuals to become Board members, determine whether existing Board members should be nominated for re-election, review the composition of the Board and its committees, oversee the annual evaluation of the Board and its committees and develop, review and implement our Corporate Governance Principles.	The Board has determined that each member of the Nominating and Corporate Governance Committee is independent.

Director	Independent Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Anne-Marie N. Ainsworth	⧫	Member		Chair
Wendell R. Brooks	⧫	Member	Member
D. Bradley Childers
Gordon T. Hall	⧫		Member	Member
Frances Powell Hawes	⧫	Chair		Member
Jeffery D. Hildebrand
J.W.G. Honeybourne	⧫		Member	Member
James H. Lytal	⧫		Chair	Member
Edmund P. Segner, III	⧫	Member
Number of Meetings Held in 2019		4	7	4

Full Board	•    Strategic, financial and execution risk associated with the annual performance plan and long-term plan, including major operational initiatives •    Risks associated with capital management, including financing, dividends and capital expenditures •    Mergers, acquisitions and divestitures •    Major litigation, disputes and regulatory matters •    Management succession planning •    Cybersecurity risk and prevention •    Risks associated with safety and environmental, sustainability and social issues
Audit Committee	•    Financial risks, including financial reporting, accounting, disclosure and internal controls •    Compliance, litigation and tax regulatory matters
Compensation Committee	•    Risks related to the overall effectiveness and cost of the Company’s compensation and benefit programs •    Risks associated with the design of executive compensation, including a mix of short-term and long-term incentive compensation that does not encourage excessive risk-taking •    Performance management as it relates to our executive officers
Nominating and Corporate Governance Committee	•    Risks associated with board effectiveness, corporate governance and director succession planning

Description of Remuneration		Annual Amount ($)
Base Retainer			90,000
Additional Retainers
Chairman of the Board			100,000
Audit Committee Chair			20,000
Compensation Committee Chair			20,000
Nominating and Corporate Governance Committee Chair			15,000

Director		Fees Earned in Cash ($)				Stock Awards ($) 1				Option Awards ($)				All Other Compensation ($) 2				Total ($)
Anne-Marie N. Ainsworth			105,000				129,996				—				4,233				239,229
Wendell R. Brooks			90,000				129,996				—				4,233				224,229
Gordon T. Hall			190,000				129,996				—				4,233				324,229
Frances Powell Hawes			110,000				129,996				—				4,233				244,229
Jeffery D. Hildebrand 3			—				—				—				—				—
J.W.G. Honeybourne			90,000				129,996				—				4,233				224,229
James H. Lytal			110,000				129,996				—				4,233				244,229
Edmund P. Segner, III			90,000				129,996				—				4,233				224,229

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned				Percent of Class 1
JDH Capital Holdings, L.P. 1111 Travis Street Houston, Texas 77002			21,656,683	2			14.2	%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055			21,436,276	3			14.0	%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355			16,323,861	4			10.7	%
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746			9,579,129	5			6.3	%

Name of Beneficial Owner		Shares Owned Directly 1				Restricted Stock 2				Right to Acquire Stock 3				Indirect Ownership 4				Total Ownership				Percent of Class
Non-Employee Directors
Anne-Marie N. Ainsworth			61,179				10,725				—				—				71,904				*
Wendell R. Brooks			66,545				10,725				—				—				77,270				*
Gordon T. Hall			152,007				10,725				—				—				162,732				*
Frances Powell Hawes			61,179				10,725				—				—				71,904				*
Jeffery D. Hildebrand 5			21,656,683				—				—				—				21,656,683				14.2	%
J.W.G. Honeybourne			103,485				10,725				—				—				114,210				*
James H. Lytal			61,179				10,725				—				—				71,904				*
Edmund P. Segner, III			63,751				10,725				—				—				74,476				*
Named Executive Officers
D. Bradley Childers			803,454				604,903				154,295				1,249				1,563,901				1.0	%
Douglas S. Aron			79,835				130,364				—				—				210,199				*
Stephanie C. Hildebrandt			49,914				132,186				—				—				182,100				*
Jason G. Ingersoll			55,214				85,969				—				—				141,183				*
Eric R. Thode			20,751				65,916				—				1,495				88,162				*
All directors, Named Executive Officers and current executive officers as a group (14 persons)			23,245,565				1,133,225				154,295				2,744				24,535,829				16.1	%

EQUITY COMPENSATION PLAN INFORMATION AS OF FISCAL YEAR END

The following table sets forth information as of December 31, 2019, with respect to the Archrock compensation plans under which our common stock is authorized for issuance, aggregated as follows:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)				Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (c)
Equity compensation plans approved by security holders 1			302,184	2		$	19.40	3			5,668,590	4
Equity compensation plans not approved by security holders 5			—				—				48,022
Total			302,184			$	19.40				5,716,612

---

¹ Comprised of the 2007 Stock Incentive Plan, 2013 Stock Incentive Plan and Employee Stock Purchase Plan. No additional grants may be made under the 2007 Stock Incentive Plan, and subject to stockholder approval of the 2020 Stock Incentive Plan, no additional grants will be made under the 2013 Stock Incentive Plan.

² Includes 154,295 outstanding stock options and 147,889 unvested performance-based restricted stock units, payable in common stock upon vesting at target performance. In addition, as of December 31, 2019, 20,925 time-vested restricted stock units, payable in common stock, and 1,477,268 restricted shares were outstanding, which have been deducted from column (c).

³ Includes the weighted average exercise price for outstanding options only; performance- based restricted stock units do not have an exercise price.

⁴ The number of securities remaining available for future issuance as of December 31, 2019 includes 4,885,320 shares of common stock under the 2013 Stock Incentive Plan, issuable at a ratio of 1.75 shares for every full value share awarded, and 783,270 shares of common stock under the Employee Stock Purchase Plan.

⁵ Comprised of the Archrock, Inc. Directors’ Stock and Deferral Plan.

This information, updated as of March 10, 2020, is provided under “Proposal 3 – Approval of the Adoption of the Archrock, Inc. 2020 Stock Incentive Plan”.

PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBIC ACCOUNTING FIRM

Deloitte & Touche LLP (“Deloitte”) served as our independent registered public accounting firm for the fiscal year ended December 31, 2019. The Audit Committee has selected Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2020. We are submitting the selection of Deloitte for stockholder ratification at the Annual Meeting.

Representatives of Deloitte attended all meetings of the Audit Committee in 2019 as well as our 2019 Annual Meeting of Stockholders. For additional information concerning the Audit Committee and its activities with Deloitte, see “Pre-Approval Policy” and “Report of the Audit Committee” following this proposal description. We expect that a representative of Deloitte will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents fees for professional services rendered by Deloitte and its member firms and respective affiliates on our behalf for calendar years 2019 and 2018.

¹ Audit fees include fees billed by our independent registered public accounting firm related to audits and reviews of financial statements we are required to file with the SEC, audits of internal control over financial reporting and assistance with and review of documents filed with the SEC.

² Audit-related fees for 2019 include fees billed by our independent registered public accounting firm primarily related to issuance of comfort letters. Fees for 2018 primarily relate to new accounting standards not yet adopted during 2018 and issuance of comfort letters.

³ Tax fees for 2019 include fees billed by our independent public accounting firm primarily related to tax compliance and consulting services.

In considering the nature of the services provided by Deloitte, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with Deloitte and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by (a) the SEC to implement the Sarbanes-Oxley Act of 2002, and (b) the American Institute of Certified Public Accountants.

PRE-APPROVAL POLICY

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services, and will not engage any other independent registered public accounting firm to render audit services, unless the service is specifically approved in advance by the Audit Committee.

The Audit Committee’s practice is to consider for approval, at its regularly scheduled meetings, all audit and non- audit services proposed to be provided by our independent registered public accounting firm. In situations where a matter cannot wait until the next regularly scheduled committee meeting, the chair of the Audit Committee has been delegated authority to consider and, if appropriate, approve audit and non-audit services. Approval of services and related fees by the Audit Committee chair is reported to the full Audit Committee at the next regularly scheduled meeting. All services performed by our independent registered public accounting firm in 2019 were pre-approved pursuant to this policy.

REPORT OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to assist the Board in its general oversight of Archrock’s financial reporting, internal controls and audit functions. The Audit Committee Charter describes in greater detail the full responsibilities of the Audit Committee and is available on Archrock’s website at www.archrock.com.

The Audit Committee has reviewed and discussed the consolidated financial statements and management’s assessment and report on internal controls over financial reporting with management and Deloitte, Archrock’s independent registered public accounting firm. The Audit Committee also reviewed and discussed with Deloitte its review and report on Archrock’s internal control over financial reporting. Archrock published these reports in its Annual Report on Form 10-K for the year ended December 31, 2019, which it filed with the SEC on February 21, 2020. Management is responsible for the preparation, presentation and integrity of financial statements and the reporting process, including the system of internal controls. Deloitte is responsible for performing an independent audit of Archrock’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon, as well as expressing an opinion on the effectiveness of Archrock’s internal control over financial reporting. The Audit Committee monitors these processes.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent auditors. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the independent auditors on the basis of the information it receives, discussions with management and the independent auditors, and the experience of the Audit Committee’s members in business, financial and accounting matters. In accordance with law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing Archrock’s independent auditors. The Audit Committee has the authority to engage its own outside advisers, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisers hired by management.

In this context, the Audit Committee discussed with Archrock’s internal auditors and Deloitte the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and Deloitte, with and without management present, to discuss the results of their examinations, their evaluations of Archrock’s internal controls, and the overall quality of Archrock’s financial reporting. Management represented to the Audit Committee that Archrock’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee reviewed and discussed the consolidated financial statements with management and Deloitte, including a discussion of the quality, not just the acceptability, of the accounting principles applied, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. The Audit Committee also discussed with Deloitte the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as currently in effect.

In addition, the Audit Committee discussed with Deloitte its independence, considered the compatibility of non-audit services with the auditors’ independence and received the written disclosures and letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect.

Based on the reviews and discussions referred to above, the Audit Committee recommended to Archrock’s Board, and the Board has concurred, that (a) the audited financial statements be included in Archrock’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the SEC; (b) Deloitte meets the requirements for independence; and (c) the appointment of Deloitte for 2020 be submitted to the stockholders for ratification.

The Audit Committee of the Board of Directors

Frances Powell Hawes, Chair

Anne-Marie N. Ainsworth

Wendell R. Brooks

Edmund P. Segner, III

The information contained in this Report of the Audit Committee shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing of Archrock, except to the extent that Archrock specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

PROPOSAL 3 APPROVAL OF THE ADOPTION OF THE ARCHROCK, INC. 2020 STOCK INCENTIVE PLAN

The stockholders are being asked to approve the Archrock, Inc. 2020 Stock Incentive Plan (the "2020 Plan"), which is included in this Proxy Statement as Annex A. The 2020 Plan was approved by the Board on February 17, 2020, subject to stockholder approval. Upon stockholder approval of the 2020 Plan, the 2020 Plan will become effective and no further awards may be made under the Archrock, Inc. 2013 Stock Incentive Plan (as amended, and for purposes of this Proposal 3, the "Prior Plan"). If the stockholders do not approve the 2020 Plan, the 2020 Plan will not become effective, the Prior Plan will continue in effect, and we would continue to grant awards under the Prior Plan, subject to the terms, conditions and limitations of the Prior Plan.

2020 PLAN OBJECTIVES AND OVERVIEW

The objectives of the 2020 Plan are to provide:

Types of Awards Provided. The types of awards that may be granted under the 2020 Plan are:

Key Terms.

Impact of Shares Reserved Under the 2020 Plan on Stockholder Dilution, Burn Rate and Overhang. The Company may currently grant awards under the Prior Plan. As of March 10, 2020, approximately 2.8 million shares remained available for issuance under the Prior Plan. With fungible share counting of 1.75:1, roughly 1.6 million full value awards are available for grant. “Full Value Awards” are awards for which no consideration must paid by the recipient to receive common stock (e.g., restricted stock or stock-settled restricted stock units). Based on the Company's historical grant practices, the Board considered it in the best interests of the Company and its stockholders to adopt the 2020 Plan. Upon stockholder approval of the 2020 Plan, the 2020 Plan will become effective and no further awards may be made under the Prior Plan. If the stockholders do not approve the 2020 Plan, the 2020 Plan will not become effective, the Prior Plan will continue in effect, and we would continue to grant awards under the Prior Plan, subject to the terms, conditions and limitations of the Prior Plan.

In its determination to recommend Board adoption of the 2020 Plan, the Compensation Committee considered advice and input from the Compensation Committee's independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”). The Compensation Committee also reviewed certain dilution, overhang and burn rate data, as well as the estimated shareholder value transfer cost, in considering and designing the 2020 Plan. Specifically, the Compensation Committee considered the following:

Dilution and Overhang. As of March 10, 2020, simple dilution was 3.5%. Simple dilution was calculated as the total overhang (outstanding options, restricted  stock  and  restricted  stock  units)  of  2,603,321 shares  plus 2,772,699 shares that remained available for issuance under the Prior Plan divided by the total common shares outstanding as of March 10, 2020 of approximately 152,870,000 shares. With the adoption of the 2020 Plan, simple dilution would be 7.3% using the above calculation, adding the 8,500,000 shares issuable under the 2020 Plan and subtracting, due to cancellation, the 2,772,699 shares issuable under the Prior Plan.

Burn Rate. The Compensation Committee manages long-term dilution by limiting the number of equity awards granted annually, commonly referred to as "burn rate". Burn rate does not take into account equity awards that are cancelled or forfeited. Burn rate with respect to each year is calculated by dividing the total number of shares subject to stock options and Full Value Awards granted during the year (with shares subject to Full Value Awards counted as two shares for every one share granted) by the total weighted-average number of common shares outstanding during the period. As indicated below, under this calculation, the Company's three-year average burn rate is 1.91%, which we believe is well within an allowable range under the policies of leading shareholder proxy advisors.

Other Factors. The Compensation Committee also considered the shareholder value transfer cost of the Plan, which the Compensation Committee believes is within an acceptable range. In addition, the Compensation Committee believes it to be in the best interests of stockholders to terminate the Prior Plan as to any future grants upon stockholder approval and the effectiveness of the 2020 Plan. Further, based upon (a) our grant practices and (b) the market prices of the Company's common stock over the prior three years, the shares requested under the 2020 Plan are expected to be sufficient for approximately five years, noting that future circumstances, grant practices, or market or other conditions, which we cannot predict with certainty at this time, may result in a different outcome.

Our employees are among our most valuable assets. Equity-based compensation is a vital component of our compensation program and our ability to continue to attract, retain and motivate highly skilled employees. The Board believes the Prior Plan is inadequate to meet the future needs of the Company. Accordingly, without the 2020 Plan, the Company could be unable to sustain its annual equity grant program beyond January 2021.

2020 PLAN MATERIAL FEATURES

Following is a summary of the material terms of the 2020 Plan. This summary is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached to this Proxy Statement as Annex A.

Effectiveness and Term. As noted above, the 2020 Plan will become effective upon approval by the stockholders, and no awards will be granted under the 2020 Plan prior to stockholder approval. If the stockholders approve the 2020 Plan, we will not issue any further awards under the Prior Plan. However, if the stockholders do not approve the 2020 Plan, the Prior Plan will remain in effect and we would continue to grant awards thereunder in accordance with the terms and conditions of the Prior Plan. Awards may only be granted under the 2020 Plan for ten years from its effective date. The 2020 Plan will remain in effect until all awards granted thereunder have been vested or forfeited or exercised or expired.

Administration. The 2020 Plan will be administered by Compensation Committee of the Board or such other committee designated by the Board (such Compensation Committee or other committee, the "Committee"). All members of the Committee must satisfy the independence requirements of the stock exchange on which our common stock is listed. Awards may be granted to individuals subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely of two or more "non-employee directors" within the meaning of Rule 16b-3 of the Exchange Act.

The Committee may delegate to the Board or to one or more committees of the Board its authority to grant awards to individuals who are not subject to Section 16(b) of the Exchange Act, subject to such limitations and restrictions as the Committee may determine. In addition, the Committee may delegate to the Governance Committee of the Board the authority to grant non-discretionary, routine awards to directors. However, the Committee may not delegate its authority to grant non-routine, discretionary awards to directors.

The Committee will have full authority, subject to the terms of the 2020 Plan, to make all determinations necessary or advisable for administering the 2020 Plan, including the authority to determine participants, the types and sizes of awards, the timing and price of awards, any vesting conditions applicable to awards, the acceleration or waiver of any vesting restrictions, the forms of award notices, and any rules and regulations necessary or appropriate to administer the 2020 Plan. In addition, the Committee has the authority to interpret the terms of the 2020 Plan and each award notice thereunder.

With respect to any employee, director or consultant who is resident outside of the United States, the Committee may amend or vary the terms of the 2020 Plan to conform such terms to the requirements of applicable non-United States law and to meet the goals and objectives of the 2020 Plan. In addition, the Committee may establish administrative rules and procedures to facilitate the operation of the 2020 Plan in such non-United States jurisdictions. The Committee may establish one or more sub-plans for these purposes.

Eligibility. Employees, consultants and directors of us and our affiliates, as well as members of the Board who are not also employees, are eligible to participate in the 2020 Plan. Currently, approximately 200 employees and seven of our eight non-employee directors are eligible to participate in the 2020 Plan; no consultants have been identified as eligible to participate in the 2020 Plan. Participation in our long-term incentive programs has historically been limited to certain key employees, which included approximately 90 employees in January 2020.

Number of Shares Subject to the 2020 Plan, Share Counting and Award Limits. The maximum number of shares of our common stock that will be available for issuance under the 2020 Plan is 8,500,000 shares. Each share of common stock issued pursuant to an Award will be counted against the aggregate share limitation as one share.

Shares subject to Awards that expire or are cancelled, forfeited, settled in cash or otherwise terminated will again become available for future awards under the 2020 Plan. Shares of common stock withheld to satisfy tax withholding obligations or to pay the exercise price of an option will be counted against the aggregate share limit and will not become available for future awards under the 2020 Plan.

The following limits have been established under the 2020 Plan:

Types of Awards. Awards under the 2020 Plan may consist of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards and dividend equivalents, each as described below.

Options. Stock options entitle the participant to purchase shares of our common stock at a specified price. Options must have an exercise price that is at least the fair market value of our common stock on the date of grant (or 110% of the fair market value with respect to incentive stock options granted to participants who hold more than 10% of our stock). Options may be either incentive stock options that comply with the requirements of Section 422 of the Code or non-qualified stock options that do not comply with such requirements. Incentive stock options may only be granted to employees. An option's term may not be longer than seven years (or five years in the case of incentive stock options granted to participants who hold more than 10% of our stock). The aggregate fair market value of the shares of common stock with respect to which incentive stock options are exercisable for the first time by an individual in any one calendar year may not exceed $100,000.

The award notice will specify the acceptable method(s) for payment of the exercise price of an option, which may include (a) cash, (b) a check acceptable to us, (c) the delivery of shares (including shares otherwise issuable pursuant to the option or shares that have been held by the participant for such period of time as required by the Committee in its discretion) with a fair market value equal to such exercise price, (d) by a "cashless broker exercise" through procedures established or approved by the Committee, (e) by any other form of legal consideration acceptable to the Committee, or (f) by any combination of the foregoing. However, no participant will be permitted to pay the exercise price of an option, or continue any extension of payment with respect to the exercise price of an option, with a loan from us or with a loan arranged by us in violation of Section 13(k) of the Exchange Act.

Unless otherwise set forth in the applicable award notice, (a) vested options may be exercised for a period of three months following termination of employment or service (other than a termination for cause, in which case all vested options shall be automatically forfeited upon termination, and (b) unvested options will automatically terminate upon termination, provided that if such termination is due to the participant's death, disability or retirement, all unvested options will vest in full upon such termination and will remain exercisable for a period of two years following termination.

Restricted Stock. A restricted stock award is a grant of shares of common stock at a per share purchase price determined by the Committee (which may equal zero) that is non-transferable and is subject to a vesting schedule. Each grant of restricted stock may have different restrictions as established in the sole discretion of the Committee.

During the restricted period for any award of restricted stock, the participant will be entitled to voting, dividend and other ownership rights with respect to such shares of restricted stock. However, unless and until the restrictions lapse or expire, we will retain custody of the restricted stock and the participant may be obligated to forfeit and surrender the shares to us under certain circumstances as determined by the Committee.

Unless otherwise set forth in the applicable award notice, unvested shares of restricted stock will automatically terminate upon termination of employment or service, provided that if such termination is due to the participant's death or disability, all restrictions upon such shares will lapse upon termination.

Restricted Stock Units. Restricted stock units evidence the right to receive shares (or their equivalent value in cash) that is restricted or subject to a vesting schedule and forfeiture provisions. Each award of restricted stock units may have different restrictions as established in the sole discretion of the Committee.

Unless and until the restrictions have lapsed and the shares have been registered in the participant's name, the participant will not be entitled to vote the shares of common stock underlying the restricted stock units or enjoy any other stockholder rights, and may be required to forfeit the restricted stock units under certain circumstances as determined by the Committee. Upon the lapse of the applicable restrictions or at such times as determined by the Committee and set forth in the award notice (but no earlier than the date on which the restrictions lapse), the participant will receive the shares of stock or will receive a payment equal to the fair market value of the shares of common stock underlying the restricted stock units on the vesting date, less applicable withholding. Settlement of restricted stock units may be in the form of shares of common stock, cash, other equity compensation, or a combination thereof, as determined by the Committee.