Accelerated Vesting. Notwithstanding the foregoing, each Initial RSU Grant, Annual RSU Grant, and Prorated Annual RSU Grant will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service through the date of such Change in Control.

Vesting; Change of Control. All vesting of each Initial RSU and each Annual RSU is subject to the Non-Employee Director’s Continuous Service (as defined in the Plan) on the applicable vesting date of each such award. Notwithstanding the foregoing, for each NonEmployee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control (as defined in the Plan), the shares subject to such NonEmployee Director’s then-outstanding Initial RSU and any Annual RSU, as applicable, will become fully vested immediately prior to the closing of such Change in Control.

Vesting; Change of Control. All vesting of each Initial RSU and each Annual RSU is subject to the Non-Employee Director’s Continuous Service (as defined in the Plan) on the applicable vesting date of each such award. Notwithstanding the foregoing, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a Change in Control (as defined in the Plan), the shares subject to such Non-Employee Director’s then-outstanding Initial RSU and any Annual RSU, as applicable, will become fully vested immediately prior to the closing of such Change in Control.

Change in Control. Unless the Committee otherwise determines as provided in [Section 13.8(b)] of the Plan, upon the occurrence of a Change in Control prior to the Vesting Date, the Director shall vest as to one hundred percent (100%) of the RSUs, provided Director has provided continuous, eligible service to the Company from the Grant Date until the effective date of such Change in Control.

One-third of the shares subject to each Initial Option Grant will vest on the one-year anniversary of the Eligible Director’s initial election or appointment to the Board and thereafter the remainder of the shares subject to each such Initial Grant will vest monthly over a two-year period, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on each vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such date. The Initial RSU Grant will vest in three equal installments on the first, second and third anniversaries of the Eligible Director’s initial election or appointment to the Board, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on each vesting date, and will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service (as defined in the Plan) on such date.

Accelerated Vesting. Notwithstanding the foregoing, the Grantee’s RSUs shall become fully vested on the occurrence of a Change of Control. In addition, in the event that the Grantee undergoes a termination of service as a result of such Grantee’s death or Disability prior to the applicable vesting date (or event), the RSUs shall become fully vested on the date of such termination.

Other Terms of RSU Awards. Each RSU Award will be granted under the Plan and will be subject to the terms of the Plan, the applicable award agreement and this Policy. Each RSU Award will vest on the earlier of # the first anniversary of the date of grant and # the date of the next annual meeting of stockholders. In addition, the vesting of all RSU Awards will accelerate in full upon a Change in Control (as defined in the Plan) or immediately prior to the effectiveness of a Nonemployee Director’s resignation or removal (and contingent upon the effectiveness of a Change in Control) in the event that the Nonemployee Director is required to resign his or her position as a Nonemployee Director as a condition of the Change in Control or the Nonemployee Director is removed from his or her position as a Nonemployee Director in connection with the Change in Control. Vesting will cease upon the termination of the Nonemployee Director’s service as a member of the Board and any RSUs subject to such RSU Award that are unvested on the date of such termination will be automatically forfeited by such Nonemployee Director on such date.

If a Director dies or there is a Change in Control prior to the vesting in full of any RSU granted under this Policy, then any unvested portion of that RSU shall immediately become vested in full. If a Director ceases to serve on the Board for any reason other than death, then the vesting of all RSUs shall cease, and any unvested portion of the initial RSU shall be forfeited, as of the date of such termination of service. The Board, in its discretion, may elect to accelerate the vesting of a Director’s equity awards upon retirement of the Director.