Non-Employee Director Compensation Program

Each Eligible Director who is initially elected or appointed to serve on the Board after the Effective Date shall automatically be granted on the effective date of such initial election or appointment an award of Restricted Stock Units with a value equal to $200,000 (each, an “Initial Award”), provided, that if such initial election or appointment does not occur at an annual meeting of the Company’s stockholders, the value of the Initial Award shall equal the product of (i) $200,000 multiplied by (ii) a fraction, the numerator of which equals the number of full calendar months from the effective date of such election or appointment through the first anniversary of the most recent annual meeting of the Company’s stockholders (or, if none, the first anniversary of the Effective Date) and the denominator of which equals twelve (12). Each Initial Award shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to the Eligible Director’s continued service through the applicable vesting date.

Each Eligible Director who is serving on the Board as of the date of each annual meeting of the Company’s stockholders and who is re-elected or otherwise continues as an Eligible Director at such annual meeting shall, on the date of such annual meeting, automatically be granted an award of Restricted Stock Units with a value of $200,000 (each, an “Annual Award” and, together with the Initial Awards, the “Awards”). Each Annual Award shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to the Eligible Director’s continued service through the applicable vesting date.