Compensation Program for Non-Employee Directors

Cash Compensation

Non-employee directors (“Outside Directors”) will receive the following cash retainers, paid quarterly in arrears, for their service on the Board of Directors (the “Board”) and its committees:

Board service

plus (as applicable):

Lead Director or Chairman of the Board

Audit Committee Chair

Other Audit Committee Member

Compensation Committee Chair

Other Compensation Committee Member

Nominating/Governance Committee Chair

Other Nominating/Governance Committee Member

The reasonable expenses incurred by directors in connection with attendance at meetings of the Board and its committees will be reimbursed upon submission of appropriate documentation.

Equity Compensation

Annual Equity Award: Upon the conclusion of each regular annual meeting of the Company’s stockholders beginning in calendar year 2019, each Outside Director who continues to serve as a member of the Board thereafter (including a director elected or appointed at such meeting) will automatically be granted restricted stock units (“RSUs”) under the Company’s 2018 Equity Incentive Plan (the “Plan”) with a target value of $87,500 and an option to purchase shares of the Company’s Common Stock having an aggregate exercise price of $87,500 (each, an “Option”).    Subject to the Outside Director’s continuing service, each such RSU award and Option will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the regular annual meeting of the Company’s stockholders held in the year following the date of grant.

Pro-Rated Annual Equity Award: On the date an Outside Director is first elected or appointed to the Board, the Outside Director will automatically be granted a pro-rated annual equity award consisting of RSUs and an Option under the Plan. Such pro-rated annual equity award will have an aggregate target value equal to

General

The number of RSUs subject to each automatic equity award will be determined by dividing the target equity value allocated to such RSUs by the average closing price of the Company’s Common Stock as reported on the New York Stock Exchange (or such other exchange on which the Company lists its shares of Common Stock) over the thirty trading day period ending on the date of grant, rounded down to the nearest whole share.

Each RSU will be settled by issuing one share of the Company’s common stock upon vesting, unless a deferral program is implemented.

All automatic equity awards will fully vest upon the occurrence of a Change in Control (as defined in the Plan) before the Outside Director’s service terminates.

All equity awards will be subject to the forms of RSU agreement and Stock Option Agreement adopted by the Board for use under the Plan consistent with the foregoing.