Equity Compensation Clause Example with 16 Variations from Business Contracts

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 (a) No Discr...etion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Awards. (b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units (an "Initial Award"). The Award") covering a number of Shares, with such Award having a grant date of fair value (determined in accordance with U.S. generally accepted accounting principles) (the "Grant Value") equal to $165,000, rounded to the nearest whole Share. Each individual's Initial Award will be granted on the first Trading Day trading date on or after the date on which such individual first becomes an the Outside Director (such first date as an Outside Director, joins the "Initial Start Date"), Board, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an any Initial Award. Each Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd 1/12th of the Restricted Stock Units subject Initial Award beginning on the first Company Quarterly Vesting Date following the Initial Director Date and as to 1/12th of the Initial Award on each of the first three anniversaries of the applicable Outside Director's Initial Start Date, Company Quarterly Vesting Date thereafter, subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 "Company Quarterly Vesting Date" means February 15, May 15, August 15, or November 15 of each year. (c) Annual Award. On Subject to the first Trading Day immediately following paragraph, on the date of each Annual Meeting annual meeting of stockholders following the Company's stockholders (an effective date (each, an "Annual Meeting") that occurs after the Effective Date, Meeting"), each Outside Director automatically will be automatically granted an Award of Restricted Stock Units (an "Annual Award") that will have covering a number of Shares, with such Award having a Grant Value of $170,000 (with the number of Shares subject to the Annual Award $125,000, rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date Share. Subject to Section 3 of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). The this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on upon the earlier of (a) of: (i) the first anniversary of the date the Annual Award is granted grant date; or (b) (ii) the day prior to before the date of the next Annual Meeting next following the date the Annual Award was granted, Meeting, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such vesting date. 3.4 (d) Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 The Board -2- 3. Change in Control. Immediately prior to a Change in Control, each Outside Director will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Outside Director and the Company or any of its Committee, Subsidiaries or Parents, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. applicable. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 (a) No Discr...etion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Awards. (b) Initial Awards. Award. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units restricted stock units (an "Initial Award"). The Award") covering a number of Shares having a grant date of fair value (determined in accordance with U.S. generally accepted accounting principles) (the "Grant Value") equal to $337,500, rounded to the nearest whole Share. The Initial Award will be made on the first Trading Day trading date on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an Initial Award. Each -2- Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd 1/12th of the Restricted Stock Units Shares subject to the Initial Award beginning on each of the first three anniversaries of Quarterly Vesting Date occurring after the date the applicable Outside Director's service as an Outside Director commenced and each Quarterly Vesting Date thereafter, until the Initial Start Date, Award is fully vested, in each case subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 (c) Annual Award. On the first Trading Day immediately following date of each Annual Meeting annual meeting of the Company's stockholders (an "Annual Meeting") that occurs after following the Effective Date, Date (each, an "Annual Meeting"), each Outside Director automatically will be automatically granted an Award award of Restricted Stock Units restricted stock units (an "Annual Award") that will have covering a Value of $170,000 (with the number of Shares subject to the Annual Award having a Grant Value of $225,000, rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date Share. Subject to Section 3 of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). The this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) (i) the first one-year anniversary of the date the Annual Award is granted or (b) (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was is granted, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such the applicable vesting date. 3.4 Additional Terms (d) Quarterly Vesting Dates. For the purposes of Initial Awards this Section 2 of this Policy, a "Quarterly Vesting Date" means February 20, May 20, August 20 and Annual Awards. The terms and conditions November 20 of each Initial Award and Annual Award (each, a "Policy Award") given year, provided that if the applicable date is a weekend or a holiday, then the applicable Quarterly Vesting Date will be as follows. 3.4.1 Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. first business day thereafter. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 -3- (a) No D...iscretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Awards. (b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted the following awards (each, an Award "Initial Award"): (i) an option to purchase a number of Restricted Stock Units (an "Initial Award"). The Shares, with such option having a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) (the "Grant Value") equal to $250,000, rounded to the nearest whole Share; and (ii) an award of restricted stock units covering a number of Shares, with such award having a Grant Value equal to $250,000, rounded to the nearest whole Share. Each individual's Initial Award will be granted on the first Trading Day trading date on or after the date on which such individual first becomes an Outside Initial Director (such first date as an Outside Director, the "Initial Start Date"), Date, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an any Initial Award. Each Awards. Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd of the Restricted Stock Units Shares subject to the Initial Award on each of the first three anniversaries of the applicable Outside Director's Initial Start Director Date, subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 (c) Annual Award. On Subject to the first Trading Day immediately following paragraph, on the date of each Annual Meeting annual meeting of the Company's stockholders (an "Annual Meeting") that occurs after following the Effective Date, Date (each, an "Annual Meeting"), each Outside Director automatically will be automatically granted the following awards (each, an Award "Annual Award"): (i) an option to purchase a number of Restricted Stock Units (an "Annual Award") that will have Shares, with such option having a Grant Value of $170,000 (with the number of Shares subject to the Annual Award $112,500, rounded to the nearest whole Share); provided, however, that if Share; and (ii) an individual commenced service as an Outside Director after the date award of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the restricted stock units covering a number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding Shares, with such Annual Meeting (with any resulting fractional Share award having a Grant Value of $112,500, rounded to the nearest whole Share). The Share. Notwithstanding the foregoing, (i) if an Outside Director's Initial Awards were granted more than 3 months before an Annual Meeting but within 6 months of such Annual Meeting, the Grant Value of each Annual Award granted to the Outside Director on the date of such Annual Meeting will be reduced by 50%, and (ii) if an Outside Director's Initial Awards were granted within 3 months before an Annual Meeting, the Outside Director will not receive any Annual Awards on the date of such Annual Meeting. Subject to Section 3 of this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) (i) the first anniversary of the date the Annual Award is granted or (b) (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was granted, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such the applicable vesting date. 3.4 -4- (d) Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 (i) The term of each Initial Award and Annual Award that is granted as an option will be ten (10) years, subject to earlier termination as provided in the Plan; (ii) The per Share exercise price of each Initial Award and Annual Award that is granted as an option will equal one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date; and (iii) Each Policy Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 (a) No Discr...etion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Awards. (b) Initial Awards. Award. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units restricted stock units (an "Initial Award"). Award") covering a number of Shares having a Value (as defined below) of $300,000, rounded down to the nearest whole Share. The grant date of the Initial Award will be automatically granted on the first Trading Day trading date on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start (the "Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an Initial Award. Each Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd 1/3 of the Restricted Stock Units Shares subject to the Initial Award on each anniversary of the first three anniversaries of date the applicable Outside Director's Initial Start Date, service as an Outside Director commenced, in each case subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 (c) Pro-Rated Annual Award. On An Outside Director will only receive an Award under this Section 2(c) (a "Pro-Rated Annual Award") if the first Trading Day immediately following each Start Date is not on the date of an Annual Meeting of (as defined below). If the Company's stockholders (an "Annual Meeting") that occurs after Outside Director's Start Date is an Annual Meeting, then the Effective Date, each Directors shall receive the Annual Award described in Section 2(d) and no Pro-Rated Annual Award. If an Outside Director is eligible for a Pro-Rated Annual Award, then the Outside Director shall be automatically will be granted on the Start Date an Award award of Restricted Stock Units (an "Annual Award") that will have restricted stock units covering a number of Shares having a Value of (x) $170,000 (with multiplied by (y) the fraction obtained by dividing (A) the number of Shares subject to full months during the period beginning on the Start Date and ending on the one-year anniversary of the date of the then-most recent Annual Meeting by (B) 12. The Pro-Rated Annual Award rounded will vest on the earlier of (i) the one-year anniversary of the date the Pro-Rated Annual Award is granted or (ii) the day prior to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after next following the Closing Date), then date the Pro-Rated Annual Award granted is granted, in each case, subject to such the Outside Director continuing to be a Service Provider through the applicable vesting date. (d) Annual Award. On the date of each annual meeting of the Company's stockholders following the Effective Date (each, an "Annual Meeting"), each Outside Director will be prorated based on the automatically granted an award of restricted stock units (an "Annual Award") covering a number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share Shares having a Value of $170,000, rounded down to the nearest whole Share). The Share. 2 Subject to Section 3 of this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) (i) the first one-year anniversary of the date the Annual Award is granted or (b) (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was is granted, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such the applicable vesting date. 3.4 Additional Terms (e) Value. For purposes of Initial Awards and Annual Awards. The terms and conditions this Policy, "Value" means the average of each Initial Award and Annual Award (each, a "Policy Award") the closing trading price of the Company's common stock for the 20-trading day period ending on the trading day prior to the date of grant. (f) Deferral. Outside Directors will be as follows. 3.4.1 Each Policy Award will be permitted to defer the settlement of Awards granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and this Section 2 in its discretion, may change and otherwise revise the terms of Policy Awards to be granted accordance with a deferral election made in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. accordance with Section 409A. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No (a)No Dis...cretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Initial Awards. (b)Initial Award. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units restricted stock units (an "Initial Award"). Award") covering a number of Shares having a Value of $300,000, rounded down to the nearest whole Share. The grant date of the Initial Award will be automatically granted on the first Trading Day trading date on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start (the "Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an Initial Award. Each Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd 1/3 of the Restricted Stock Units Shares subject to the Initial Award on each anniversary of the first three anniversaries of date the applicable Outside Director's Initial Start Date, service as an Outside Director commenced, in each case subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 (c)Pro-Rated Annual Award. On An Outside Director will only receive an Award under this Section 2(c) (a "Pro-Rated Annual Award") if the first Trading Day immediately following each Start Date is not on the date of an Annual Meeting of (as defined below). If the Company's stockholders (an "Annual Meeting") that occurs after Outside Director's Start Date is an Annual Meeting, then the Effective Date, each Directors shall receive the Annual Award described in Section 2(d) and no Pro-Rated Annual Award. If an Outside Director is eligible for a Pro-Rated Annual Award, then the Outside Director shall be automatically will be granted on the Start Date an Award award of Restricted Stock Units (an "Annual Award") that will have restricted stock units covering a number of Shares having a Value of (x) $170,000 (with multiplied by (y) the fraction obtained by dividing (A) the number of Shares subject to full months during the period beginning on the Start Date and ending on the one-year anniversary of the date of the then-most recent Annual Meeting by (B) 12. The Pro-Rated Annual Award rounded will vest on the earlier of (i) the one-year anniversary of the date the Pro-Rated Annual Award is granted or (ii) the day prior to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after next following the Closing Date), then date the Pro-Rated Annual Award granted is granted, in each case, subject to such the Outside Director continuing to be a Service Provider through the applicable vesting date. (d)Annual Award. On the date of each annual meeting of the Company's stockholders following the Effective Date (each, an "Annual Meeting"), each Outside Director will be prorated based on the automatically granted an award of restricted stock units (an "Annual Award") covering a number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share Shares having a Value of $170,000, rounded down to the nearest whole Share). The Share. Subject to Section 3 of this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) (i) the first one-year anniversary of the date the Annual Award is granted or (b) (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was is granted, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such the applicable vesting date. 3.4 Additional Terms (e)Value. For purposes of Initial Awards and Annual Awards. The terms and conditions this Policy, "Value" means the average of each Initial Award and Annual Award (each, a "Policy Award") the closing trading price of the Company's common stock for the 30 calendar days ending the day prior to the date of grant. (f)Deferral. Outside Directors will be as follows. 3.4.1 Each Policy Award will be permitted to defer the settlement of Awards granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and this Section 2 in its discretion, may change and otherwise revise the terms of Policy Awards to be granted accordance with a deferral election made in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. accordance with Section 409A. View More

Equity Compensation. Outside Directors will be eligible entitled to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 3(b) and 3.3 3(c) of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 (a) No Discretion. No person will have any discretion to select which O...utside Directors will be granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 Section 11 below). 3.2 (b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units Option (an "Initial Award"). Award") to purchase 158,000 Shares (which for clarity, will be adjusted pursuant to Section 8 for any reverse stock split to occur prior to the Effective Date in connection with the Company's initial public offering). The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one thirty-sixth (1/36th) of the Restricted Stock Units Shares subject at grant to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 (c) Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director automatically will be granted an Award of Restricted Stock Units (an Option (the "Annual Award") that to purchase 79,000 Shares (which for clarity, will have a Value of $170,000 (with the number of Shares subject be adjusted pursuant to Section 8 for any reverse stock split to occur prior to the Annual Award rounded to Effective Date in connection with the nearest whole Share); Company's initial public offering), provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to before such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month twelve (12) month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded down to the nearest whole Share). The Annual Award will be scheduled to vest as to 100% one-twelfth (1/12th) of the Restricted Stock Units on the earlier of (a) the first anniversary of the date Shares subject at grant to the Annual Award on a monthly basis following the Annual Award's grant date on the same day of the month as such grant date (or the last day of the month, if there is granted no corresponding day in such month), or (b) if earlier, the day prior to before the date of the next Annual Meeting next following that occurs after the grant date of the Annual Award was granted, Award, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. 3.4 (d) Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 Each Policy follows: (1) The term of each Initial Award and Annual Award will be granted under and ten (10) years, subject to earlier termination as provided in the terms Plan. (2) Each Initial Award and conditions Annual Award will have a per Share exercise price equal to one hundred percent (100%) of the Plan and Fair Market Value per Share on the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. grant date. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 (a) No Discr...etion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 below). 3.2 Awards. (b) Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award of Restricted Stock Units (an "Initial Award"). The Award") covering a number of Shares, with such Award having a grant date of fair value (determined in accordance with U.S. generally accepted accounting principles) (the "Grant Value") equal to $400,000, rounded to the nearest whole Share. Each individual's Initial Award will be granted on the first Trading Day trading date on or after the date on which such individual first becomes an Outside Director following the Effective Date (such first date as an Outside Director, date, the "Initial Start Director Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was a member of the Board and also an Inside Director, employee, becoming an Outside Director due to termination of the individual's status as an Employee employment will not entitle the Outside Director to an any Initial Award. Each Awards. 2 Subject to Section 3 of this Policy, each Initial Award will be scheduled to vest as to 1/3rd of the Restricted Stock Units subject to Shares on the first Company Vesting Date following the Initial Award Director Date and as to 1/3 of the Shares on each of the first three next two anniversaries of the applicable Outside Director's Initial Start Date, thereafter, subject to the Outside Director remaining continuing to be a Service Provider through the applicable vesting date. 3.3 "Company Vesting Date" means March 15, June 15, September 15, and December 15. (c) Annual Award. On Subject to the first Trading Day immediately following paragraph, on the date of each Annual Meeting annual meeting of the Company's stockholders (an "Annual Meeting") that occurs after following the Effective Date, Date (each, an "Annual Meeting"), each Outside Director automatically will be automatically granted an Award of Restricted Stock Units (an "Annual Award") that will have covering a number of Shares, with such Award having a Grant Value of $170,000 (with the number of Shares subject to the Annual Award $200,000, rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date Share. Subject to Section 3 of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). The this Policy, each Annual Award will be scheduled to vest as to 100% of the Restricted Stock Units on the earlier of (a) (i) the first anniversary of the date the Annual Award is granted or (b) (ii) the day prior to the date of the Annual Meeting next following the date the Annual Award was granted, in each case, subject to the Outside Director remaining continuing to be a Service Provider through such the applicable vesting date. 3.4 (d) Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 Each Policy Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Awards to be granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. View More

Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to select which Outside Directors will b...e granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 3.5.4 and 9 10 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units Options (an "Initial Award"). Award") to purchase 40,501 Shares. The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one thirty‐sixth (1/36th) of the Restricted Stock Units Shares subject to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or on the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director who has completed at least six (6) months of continuous service as an Outside Director as of the date of such Annual Meeting automatically will be granted an Award award of Restricted Stock Units (an Options to purchase 20,250 Shares (the "Annual Award") that will have a Value of $170,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). Award"). The Annual Award will be scheduled to vest as to 100% one‐twelfth (1/12th) of the Restricted Stock Units on the earlier of (a) the first anniversary of the date Shares subject to the Annual Award on a monthly basis following the Annual Award's grant date on the same day of the month as such grant date (or the last day of the month, if there is granted no corresponding day in such month), or (b) if earlier, the day prior to immediately before the date of the next Annual Meeting next following the date that occurs after the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. -2- 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan. 3.4.2 The per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date. 3.4.3 Each Policy Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 3.4.4 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to select which Outside Directors will b...e granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 3.5.4 and 9 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units Options (an "Initial Award"). Award") to purchase 80,000 Shares. The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one thirty-sixth (1/36th) of the Restricted Stock Units Shares subject to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or on the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director automatically will be granted an Award award of Restricted Stock Units (an Options to purchase 40,000 Shares (the "Annual Award") that will have a Value of $170,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). Award"). The Annual Award will be scheduled to vest as to 100% one-twelfth (1/12th) of the Restricted Stock Units on the earlier of (a) the first anniversary of the date Shares subject to the Annual Award on a monthly basis following the Annual Award's grant date on the same day of the month as such grant date (or on the last day of the month, if there is granted no corresponding day in such month), or (b) if earlier, the day prior to immediately before the date of the next Annual Meeting next following the date that occurs after the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan. 3.4.2 The per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date. 3.4.3 Each Policy Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 3.4.4 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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Equity Compensation. Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Sections 3.2 and 3.3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions: 3.1 No Discretion. No person will have any discretion to select which Outside Directors will b...e granted Annual Awards (as defined below) under this Policy or to determine the number of Shares to be covered by such Awards (except as provided in Sections 3.4.4 and 9 10 below). 3.2 Initial Awards. Each individual who first becomes an Outside Director following the Effective Date automatically will be granted an Award award of Restricted Stock Units Options (an "Initial Award"). Award") to purchase 50,000 Shares. The grant date of the Initial Award will be the first Trading Day on or after the date on which such individual first becomes an Outside Director (such first date as an Outside Director, the "Initial Start Date"), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have an aggregate grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles) (the "Value") of $300,000 (with the number of Shares subject to the Initial Award rounded to the nearest whole Share). If an individual was an Inside Director, becoming an Outside Director due to termination of the individual's status as an Employee will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as to 1/3rd one thirty‐sixth (1/36th) of the Restricted Stock Units Shares subject to the Initial Award on each a monthly basis following the Initial Award's grant date on the same day of the first three anniversaries month as such grant date (or on the last day of the applicable Outside Director's Initial Start Date, month, if there is no corresponding day in such month), subject to the Outside Director remaining a Service Provider through the applicable vesting date. 3.3 Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company's stockholders (an "Annual Meeting") that occurs after the Effective Date, each Outside Director who has completed at least six (6) months of continuous service as an Outside Director as of the date of such Annual Meeting automatically will be granted an Award award of Restricted Stock Units (an Options to purchase 25,000 Shares (the "Annual Award") that will have a Value of $170,000 (with the number of Shares subject to the Annual Award rounded to the nearest whole Share); provided, however, that if an individual commenced service as an Outside Director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting (or if there is no such prior Annual Meeting, then after the Closing Date), then the Annual Award granted to such Outside Director will be prorated based on the number of whole months that the individual served as an Outside Director prior to the Annual Award's grant date during the 12-month period immediately preceding such Annual Meeting (with any resulting fractional Share rounded to the nearest whole Share). Award"). The Annual Award will be scheduled to vest as to 100% one‐twelfth (1/12th) of the Restricted Stock Units on the earlier of (a) the first anniversary of the date Shares subject to the Annual Award on a monthly basis following the Annual Award's grant date on the same day of the month as such grant date (or the last day of the month, if there is granted no corresponding day in such month), or (b) if earlier, the day prior to immediately before the date of the next Annual Meeting next following the date that occurs after the Annual Award was granted, Award's grant date, subject to the Outside Director remaining a Service Provider through such the applicable vesting date. -2- 3.4 Additional Terms of Initial Awards and Annual Awards. The terms and conditions of each Initial Award and Annual Award (each, a "Policy Award") will be as follows. 3.4.1 The term of each Initial Award and Annual Award will be ten (10) years, subject to earlier termination as provided in the Plan. 3.4.2 The per Share exercise price of each Initial Award and Annual Award will be equal to one hundred percent (100%) of the Fair Market Value per Share on such Award's grant date. 3.4.3 Each Policy Initial Award and Annual Award will be granted under and subject to the terms and conditions of the Plan and the applicable form of Award Agreement previously approved by the Board or its Committee (as defined below), Committee, as applicable, for use thereunder. 3.4.2 3.4.4 The Board or its Committee, as applicable and in its discretion, may change and otherwise revise the terms of Policy Initial Awards to be and Annual Awards granted in the future pursuant to this Policy, including without limitation the number of Shares subject thereto and type of Award. 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