Form of Notice of Stock Option Grant and Stock Option Agreement for Senior Management under Amended and Restated 2016 Equity Incentive Plan, as amended

This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant.

This option vests and becomes exercisable in installments, as shown in the Notice of Stock Option Grant, provided that you have provided continuous Service to the Company through the date of such installment.

This option will in no event vest or become exercisable for additional shares after your Service has terminated for any reason.

If you are subject to an Involuntary Termination, then the vested and exercisable portion of this option shall be determined by adding three months to your actual Service.

In addition, if the Company is subject to a Change in Control before your Service terminates and you are subject to an Involuntary Termination within 24 months after such Change in Control, then this option shall become exercisable with respect to all of the Shares.

“Change in Control” and “Involuntary Termination” are defined in your Amended and Restated Employment Agreement with the Company, dated as of [Date], as the same may be amended from time to time (the “Employment Agreement”).

This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service terminates, as described below.)

If (a) your Service terminates due to your resignation other than for Good Reason or (b) the Company terminates your Service for Cause, then this option will expire at the close of business at Company headquarters on the date three months after your termination date. If you are subject to an Involuntary Termination, then this option will expire at the close of business at Company headquarters on the date six months after your termination date.

The Company determines when your Service terminates for purposes of this section.

“Good Reason” and “Cause” are defined in your Employment Agreement.

If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.

If your Service terminates because of your Permanent Disability, then this option will expire at the close of business at Company headquarters on the date 12 months after your termination date.

“Permanent Disability” is defined in your Employment Agreement.

For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.

If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered. The notice will be effective when the Company receives it.

Except as set forth below in “Default Same Day Sale at Expiration”, when you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms (each, a “Permissible Form of Payment”):

•Cash payment (including check, , electronic wire transfer or other method permitted by the Company).

•Withholding from any compensation (on an after-tax basis) otherwise payable to you by the Company or an Affiliate; provided the Company has consented to such withholding.

•Withholding shares subject to the option that would otherwise be issued to you upon exercising the option (i.e., net exercise). The value of such shares, determined as of the effective date of the option exercise, will be applied to the option exercise price.

•Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.

•Irrevocable directions to a securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes, such sale, a “same day sale”. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Company and delivered to the securities broker (with a copy to the Company) on a Permissible Trading Day (as defined below).

“Permissible Trading Day” means a day that satisfies each of the following requirements:

•    The Nasdaq Global Market is open for trading on that day,

•    You are permitted to sell shares of the Company’s Common Stock on that day without incurring liability under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

•    Under the Company’s Policy Memorandum Concerning Securities Trading, you would be permitted to sell shares of the Company’s Common Stock on that day without reliance on the “Same Day Sale-to-Cover Transactions” exclusion therein, and

•    You are not prohibited from selling shares of the Company’s Common Stock on that day by a written agreement between you and the Company or a third party.

You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. With the Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option exercise, will be applied to the withholding taxes. If, however, the exercise is an Expiration Exercise, then, unless you have previously made arrangements on a Permissible Trading Day for the payment of the withholding taxes by one (or a combination of two or more) of the Permissible Forms of Payment, the withholding taxes that may be due as a result of such exercise shall be paid from the sale proceeds of a “same day sale” as described above (other than the requirement to deliver the Notice of Exercise on a Permissible Trading Day). Withholding taxes due upon any exercise of this option shall be equal to the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income or, solely with respect to federal income tax, such lower withholding rate as you instruct the Company to use in a written notice delivered to the Company on a Permissible Trading Day.

The text of the Plan is incorporated in this Agreement by reference.

This Agreement, the Notice of Stock Option Grant, the Plan and your Employment Agreement constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.