Initial Equity Grant: If a Non-Employee Director is appointed to the Board following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recent annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or election and the anticipated date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award will vest on the date of next annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.

InitialAnnual Equity Grant: IfAward. A person who is a Non-Employee Director is appointed to the Boardimmediately following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recenteach annual meeting of the Company’s stockholders that occurred priorand who will continue to the newserve as a Non-Employee Director’s election or appointment, pro-rated to reflectDirector following such annual meeting shall be automatically granted, on the number of quarters betweensecond market trading day following the Non-Employee Directors date of appointment or election andeach such annual meeting, a restricted share unit award with a grant date value equal to $160,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the anticipatedearlier of the first anniversary date of the next annual meetinggrant date or the date of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award will vest on the date of next subsequent annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.date.

InitialAnnual Equity Grant: If aAward: On the close of business on the date of each annual meeting of stockholders, without any further action by the Board, each Non-Employee Director is appointed tothen in office, and who continues as a member of the Board following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Directorstockholders, shall receive an equity grant, pursuant to the terms of the Company’s 2020 Omnibus Equity Plan,Incentive Plan (the “Equity Plan”), in the form of restricted stock and with a fair market valuevalue, on the date of grantgrant, equal to the Annual$100,000 (the “Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recent annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or election and the anticipated date of the next annual meeting of the Company’s stockholders.Value”). The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grantgrant, rounded down to the nearest whole share. The initial restricted stockannual equity award will vest on the earlier of (i) the one-year anniversary of the date of grant; and (ii) the date of the next annual meeting of stockholders, provided that the next annual meeting of stockholders followingis at least 50 weeks after the Non-Employee Director’s appointment.date of grant. Other terms and conditions related to the initialannual equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.

InitialAnnual Equity Grant: IfAward. A person who is a Non-Employee Director is appointed to the Boardimmediately following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recenteach annual meeting of the Company’Company's stockholders that occurred priorand who will continue to the newserve as a Non-Employee Director’s election or appointment, pro-rated to reflectDirector following such annual meeting shall be automatically granted on the number of quarters betweensecond market trading day following the Non-Employee Directors date of appointment or election andeach such annual meeting a restricted share unit award with a grant date value equal to $160,000 (the "Annual Equity Award"). The Annual Equity Award shall vest on the anticipatedearlier of the first anniversary date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending ongrant date or the date of grant rounded down to the nearest whole share. The initial restricted stock award will vest on the date ofCompany's next subsequent annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.date.

InitialPro-Rated Annual Equity Grant: IfAward. On the date of a person’s initial appointment as a Non-Employee Director (or, if such date is appointed tonot a market trading day, the Board following the annual meeting of stockholdersfirst market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board,relevant year under Section 3(a), the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form ofbe automatically granted a restricted stock andshare unit award with a fair marketgrant date value onequal to $160,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recentCompany’s last annual meeting of the Company’s stockholders that occurred prior toand the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or electioninitial appointment, and the anticipated datedenominator of the next annual meeting of the Company’s stockholders.which is 365 (the “Pro-Rated Award”). The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award willPro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.

InitialPro-Rated Annual Equity Grant: IfAward. On the fifth market trading day following a person's initial appointment as a Non-Employee Director, and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction, the numerator of which is appointed to365 less the Board followingnumber of days that have elapsed since the date of the Company's last annual meeting of stockholders forand the calendar year, and prior to December 31 of that year, on the effectiveNon-Employee Director's date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recent annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election orinitial appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or election and the anticipated datedenominator of the next annual meeting of the Company’s stockholders.which is 365 (the "Pro-Rated Award"). The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award willPro-Rated Award shall vest on the date of the Company's next subsequent annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’Director's appointment to the Board.

Initial Equity Grant: If aEach Non-Employee Director who is appointed to the Board followingduring the year shall be entitled to a pro-rated annual meeting of stockholders for the calendar year, and prior to December 31 of that year,equity award, determined based on the effectivenumber of days between the date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant tojoins the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recent annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or electionBoard and the anticipated date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award will vest on the date of next annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.shareholders meeting.

InitialAnnual Equity Grant: IfAward. A person who is a Non-Employee Director is appointed to the Boardimmediately following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recenteach annual meeting of the Company’Company’s stockholders that occurred priorshareholders and who will continue to the newserve as a Non-Employee Director’s election or appointment, pro-rated to reflectDirector following such annual meeting shall be automatically granted, on the number of quarters betweensecond market trading day following the Non-Employee Directors date of appointment or election andeach such annual meeting, a restricted share unit award with a grant date value equal to $120,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the anticipatedearlier of the first anniversary date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on thegrant date of grant rounded down to the nearest whole share. The initial restricted stock award will vest on the date of next annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the Company’s next subsequent annual meeting of stockholders for that calendar year,shareholders following the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.date.

InitialPro-Rated Annual Equity Grant: IfAward. On the date of a person’s initial appointment as a Non-Employee Director (or, if such date is appointed tonot a market trading day, the Board following the annual meeting of stockholdersfirst market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board,relevant year under Section 3(a), the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form ofbe automatically granted a restricted stock andshare unit award with a fair marketgrant date value onequal to $120,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recentCompany’s last annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters betweenshareholders and the Non-Employee DirectorsDirector’s date of appointment or electioninitial appointment, and the anticipated datedenominator of the next annual meeting of the Company’s stockholders.which is 365 (the “Pro-Rated Award”). The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award willPro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholdersshareholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’Director’s appointment to the Board.

InitialAnnual Equity Grant: If aGrant for Non-Employee Directors: Each Non-Employee Director is appointed towho (i) has been serving on the Board following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directorsat least four months as of the most recenteach annual meeting of the Company’s stockholders that occurred prior(each, an “Annual Meeting”), beginning with the 2023 Annual Meeting, and (ii) will continue to the newserve as a Non-Employee Director’s election or appointment, pro-ratedDirector immediately following such Annual Meeting, shall be granted under the Plan equity awards with a value equivalent to reflect$145,000, consisting of (1) an option to purchase shares of Common Stock (the “Annual Option”) with the number of quarters between the Non-Employee Directors date of appointment or election and the anticipated date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will beAnnual Option determined by dividing the applicable pro-rated Annual Equity Grant Value$72,500 (50% of $145,000) by the average“Black Scholes” Value, rounded up to the nearest multiple of five, and (2) an award of restricted stock units (the “Annual RSU Award”) with the number of restricted stock units determined by dividing $72,500 (50% of $145,000) by the closing trading price of a share of the Company’s common stock overCommon Stock on the 15 trading days precedinggrant date, rounded up to the nearest whole unit. The Annual Option and endingAnnual RSU Award will be automatically granted on the date of the applicable Annual Meeting. The Annual Option shall vest and become exercisable as to 1/12th of the underlying shares on each monthly anniversary of the grant rounded down todate, provided that the nearest whole share. The initial restricted stock award willlast installment shall vest on the dateearlier of (i) the first anniversary of the grant date, and (ii) immediately before the next annual meeting of stockholdersAnnual Meeting following the grant date, subject in each case to the Non-Employee Director’s appointment. Other terms and conditions related tocontinued service through the initial equity grant, as determined byapplicable vesting date. The Annual RSU Award shall vest on the Board orearlier of (i) the Compensation Committee, shall be set forth in an award agreement in accordance with the termsfirst anniversary of the Equity Plan. If a Non-Employee Director is appointedgrant date, and (ii) immediately before the next Annual Meeting following the grant date, subject to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment tocontinued service through the Board.applicable vesting date.