Compensation Program for Non-Employee Directors

Value of Compensation (“Award Values”)

Non-Employee Board of Director Compensation:

Annual value of compensation for all Non-Employee Board of Directors (“Board”) members: $75,000

Additional Committee Compensation (to be granted separate from Non-Employee Board of Director Compensation):

Audit Committee chair: Annual value of $15,000

Compensation Committee chair: Annual value of $10,000

Combination of Governance Committee chair and Board of Directors chairman: Annual value of $10,000

Cash and Equity Awards

Non-Employee Board members will receive 100% of his or her compensation under this Compensation Program for Non-Employee Directors (this “Compensation Program”) pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”), in the form of stock options (“Options”) or restricted stock units (“RSUs”, and together with Options, “Awards”); provided, however, that on an annual basis each such Board member may elect to take 50% of his or her compensation as cash compensation by submitting an election form (“Election Form”), attached hereto as Exhibit A (subject to the Board’s ownership guidelines). Such election must be submitted to the Compensation Committee chairperson and Company’s General Counsel and must be made prior to the beginning of any calendar year with respect to which such compensation is first payable (regardless of when paid) and, in the case of Awards, first granted, and cannot be changed during the year (the actual date of such election, if any, the “Election Date”). In the absence of such an election, Awards will comprise 100% of such Board member’s compensation under this Compensation Program.

Any cash compensation under this Compensation Program will be paid quarterly.

Annual Values will be approved at the first regularly scheduled Board meeting in any calendar year, or in the case of a new member of the Board, on the first regularly scheduled meeting that follows such member’s election (the “Award Approval”). Awards will be granted in the next open trading window following the Award Approval ( “Annual Grant Date”)).

Annual Awards will vest in four quarterly installments on March 31^st, June 30^th, September 30^th, and December 31^st (each a “Vest Date”).

Members of the Board and committee chairpersons will be entitled to compensation granted under this Compensation Program at the end of the quarter following the grant date and for complete quarters of service thereafter.

Awards granted under this Compensation Program that are unvested at the time of resignation or other termination from the Board will be forfeited. Similarly, no cash compensation will be paid following the effective date of a directors’ resignation or other termination from the Board.

The Company, as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of local law, may satisfy withholding obligations in the case of the settlement of RSUs through net withholding of the Company’s common stock (“Common Stock”).