Grants. Performance Awards in the form of Performance Cash or Performance Share Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in [Section 10.2].

Grants. Subject to the terms and conditions of the Plan and consistent with the Company's intention for the Committee to exercise the greatest permissible flexibility under Rule 16b-3 under the Exchange Act in awarding Grants, the Committee shall have the power:

Grants. Each Option granted shall be designated as either a Non-Qualified Option or an Incentive Option. One or more Stock Options may be granted to any Eligible Employee.

Except as otherwise provided herein, the Employee shall be entitled to a grant of common stock (the “Stock Grant”) equal to 250,000 shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), with a price per share based on the market closing price as of the Effective Date, with such Stock Grant to be completed within five (5) business days of the Execution Date, and such shares shall vest immediately upon the execution of this Agreement. Additional stock grants may be made subject to performance criteria (the “Performance Criteria” established and mutually agreed upon by a majority of the Company’s Board of Directors (or the Compensation Committee or other designated Special Committee thereof) and the Employee has been achieved, including such initial Performance Criteria as shown in [Exhibit A] to this Agreement.

Warrant Grants. The Committee may grant Warrants to purchase shares of Common Stock from the Company, to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Committee shall determine, subject to the provisions of the Plan. The term “Incentive Warrant” means a Warrant that is intended to qualify for special federal income tax treatment pursuant to Sections 421 and 422 of the Code as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement. Any Warrant that is not specifically designated as an Incentive Warrant shall under no circumstances be considered an Incentive Warrant. Any Warrant that is not an Incentive Warrant is referred to herein as a “Non-Qualified Warrant.” The Committee may grant Incentive Warrants only to employees, and any grants of Warrants to any other key persons shall only be Non-Qualified Warrants.

Discretionary Grants. In addition to the automatic grants described herein, the Board, in its sole discretion, may grant additional equity awards to certain Outside Directors for services to the Company that exceed the standard expectations of an Outside Director or for other circumstances determined appropriate by the Board, including, without limitation, an inducement for the Outside Director to remain on the Board or an initial grant for an individual to become an Outside Director.

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.

Automatic Grants. The Awards to be made pursuant to the Automatic Grant Program shall be as follows:

Other Grants. Subject to adjustment as provided in Section 5.3, no Employee shall be granted within any fiscal year of the Company one or more Grants of Restricted Stock, Restricted Stock Units or Performance-Based Restricted Stock, subject to Vesting Conditions based on the attainment of time vesting, Performance Goals, or both, which in the aggregate are for more than twenty-five percent (25%) of the aggregate number of shares of Common Stock authorized for issuance as Restricted Stock under this Plan.

Quarterly Equity Grants. Effective for service on or after ​, to be granted beginning on ​, and on the first day of each succeeding calendar quarter (or ​ in respect of the partial calendar quarter ending on ​), and ending on ​ (in respect of the calendar quarter ending on ​) and ​ (in respect of the partial calendar quarter ending on ​), each Outside Director who is then a member of the Board of Directors and served as a member of the Board for any portion of the calendar quarter ended immediately prior to such day, will be granted the number of Restricted Stock Units that will be equal to the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) divided by the Fair Market Value of the Common Stock for such grant date, or if the primary exchange on which the Common Stock is then listed for trading is not open for trading on such date, the grant date shall be the next following trading date. For the last quarterly grant with respect to the last quarter of Board service, any fractional amount of the applicable Equity Grant Amount (or the pro-rata amount based on the number of days of service in the quarter if the Outside Director did not serve the whole quarter) that is not utilized in converting the grant into whole Restricted Stock Units when added to any outstanding fractional Restricted Stock Unit shall be cancelled. Effective for quarterly grants made in respect of service on or after ​, the Restricted Stock Units are further restricted by only ratably vesting over three years, subject to accelerated full vesting upon becoming a Retired Outside Director.