Equity Participation. You (or to a trust or other related or affiliated entity designated by you for estate planning purposes) will be eligible to receive stock options (the “Stock Options”) and other Stock Awards including Performance Based (“Equity Incentives”). In the event of a “Change in Control” as defined by below, all Stock Options shall vest immediately. The Stock Option Plan is attached hereto as [Exhibit A].

Each director shall be entitled to an Equity Retainer equal to $120,000.

Stockholders’ Equity. Stockholders’ Equity means the sum of # issued capital stock, # additional paid-in capital and # earnings retained in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’s consolidated balance sheet.

Equity Compensation. During the Term, the Executive shall be eligible to receive equity compensation as determined by performance goals established by the Board of Directors upon consultation with the Executive. For each calendar year during the Term beginning in 2018, the Executive will be eligible to receive annual equity grants as defined in [Exhibit II]. The structure and terms of the equity grants to the Executive will be the same for the senior management team.

Equity Investment. SGI will make the investments as contemplated in the Equity Agreements.

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the 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 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:

Equity Capitalization. Except as disclosed in the SEC Documents: # none of [[Organization B:Organization]]’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by [[Organization B:Organization]] or any Subsidiary; # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to issue additional capital stock of [[Organization B:Organization]] or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries, other than future potential issuances of additional shares of Common Stock to Sichenzia Ross Ference Kesner LLP for any future financings by [[Organization B:Organization]] at a price per share less than $0.50, and the potential issuance to a certain lead investor in [[Organization B:Organization]]’s prior financings of additional shares of common stock or convertible preferred stock to obtain the consent of the lead investor to future financings below $2.25 per share, with such issuance obligations to cease when the investor no longer owns any Series L Preferred Shares; # there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of [[Organization B:Organization]] or any of its Subsidiaries or by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound, other than that certain loan and security agreement with Oxford Finance LLC dated January 15, 2016, and equipment leases and equipment financing in the ordinary course of business; # there are no financing statements securing obligations in any amounts filed in connection with [[Organization B:Organization]] or any of its Subsidiaries; # there are no agreements or arrangements under which [[Organization B:Organization]] or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act other than various prior issuances of securities that have not been previously registered; # there are no outstanding securities or instruments of [[Organization B:Organization]] or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to redeem a security of [[Organization B:Organization]] or any of its Subsidiaries; # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; # neither [[Organization B:Organization]] nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and # neither [[Organization B:Organization]] nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of [[Organization B:Organization]]’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. [[Organization B:Organization]] has furnished to [[Organization A:Organization]] true, correct and complete copies of [[Organization B:Organization]]’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and [[Organization B:Organization]]’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto that have not been disclosed in the SEC Documents.

Equity Grants. Senior Management will recommend to the Company’s Board of Directors or its Committee after commencement of Executive’s employment that Executive receive a grant of options to purchase with respect to 180,000 shares of ​’s Common Stock, and a grant of 60,000 Restricted Stock Units. Such grants will be subject to vesting conditions (time-based, performance-based, and/or other conditions) and other conditions and terms as determined in the sole discretion of the Board of Directors and/or its Committee, and further subject to applicable policies then in effect or implemented thereafter. Any grant will be subject to the approval of the Board of Directors or its Committee. Any grant will be priced in accordance with Company’s equity incentive plan and Company’s policies governing equity awards. Thereafter Executive will be eligible to participate in future grants in amounts commensurate with her position, at intervals consistent with similarly situated executives, all subject to recommendation by Senior Management and approval by the Board of Directors or its Committee, in all such cases in their respective sole discretion.

Equity Treatment. Set forth on Exhibit A to this Agreement is a list of all outstanding equity awards held by the Executive with respect to shares of the Company’s common stock. Other than as set forth on Exhibit A, neither the Company nor any subsidiary has any obligation otherwise to issue to the Executive any equity award for or shares of capital stock of the Company or any subsidiary. For the avoidance of doubt, # the equity awards listed on Exhibit A shall continue to vest through the Separation Date according to the terms of the applicable award agreements and the Company’s 2005 Long-Term Incentive Compensation Plan, # the Executive’s termination of employment does not constitute a “qualifying retirement” for purposes of all outstanding stock option, market stock unit or performance share unit awards, and # any outstanding stock option awards shall remain exercisable as specified in the applicable option agreement.

Awards. The Company, subject to the limitations of the Plan, shall provide the Executive the following Awards subject to the conditions set forth in the Plan, the Award Agreement Acceptance Certificate (the “Acceptance Certificate”), and the Terms & Conditions set forth herein.