Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following the date of each 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 earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following the grant date.

Annual Equity Grant: An annual equity award or awards shall be granted to each non-employee director serving on the Board immediately following the Company’s annual meeting of stockholders. The number of shares of Common Stock subject to, and form of, such initial equity grant(s) shall be set annually by the Board and reflected on [Appendix A].

Annual Awards. Each Non-Employee Director who # serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) and # will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, # an option to purchase the number of shares of the Company’s common stock (at a per-share exercise price equal to the closing price per share of the Company’s common stock on the date of such Annual Meeting (or on the last preceding trading day if the date of the Annual Meeting is not a trading day)) having an aggregate fair value on the date of the Annual Meeting of $184,250 (as determined in accordance with FASB Accounting Codification Topic 718 (“ASC 718”) and subject to adjustment as provided in the Equity Plan) and # an award of restricted stock units having an aggregate fair value on the date of the Annual Meeting of $90,750 (as determined in accordance with ASC 718 and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an Annual Meeting shall receive only an Annual Award in connection with such election, and shall not receive any Initial Award on the date of such Annual Meeting as well.

Annual Equity Grant: Each non-employee director serving on the Board immediately following the Company’s annual meeting of stockholders for a given year will, on the date of the meeting, be granted an option to purchase shares of Common Stock in such amount and on such terms as authorized by the Board, or by a committee appointed by the Board (the “Annual Equity Grant”). Such Annual Equity Grant shall vest on the earlier of the one-year anniversary of the grant date or the day prior to the Company’s next annual meeting of stockholders, subject to the director’s continued service on the Board. Notwithstanding anything to the contrary in this Policy, the Annual Equity Grant in any year will not exceed the lesser of (i) a percent of the Company equal to the 65th percentile of the annual equity compensation awarded to non-employee directors by the Company’s Peer Group, calculated as a percent of the company, as reported by the Peer Group in the prior year and (ii) a Black-Scholes value (calculated in accordance with FASB Topic 718) equal to the highest reported value of the annual equity compensation awarded to non-employee directors by any member of the Peer Group in the prior year.

On the date of each annual stockholder meeting of the Company commencing with the 2021 annual stockholder meeting, each Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, will be granted an annual equity award with an approximate target value on the date of grant equal to $50,000 (the “Annual Equity Award”). 70% of the target value of the Annual Equity Award will be issued in the form of an Option (as defined in the Plan), which will vest as follows, subject to an Eligible Director’s Continuous Service (as defined in the Plan): 1/12th of the shares will vest monthly on the last day each month, so that all of the shares will be vested on the one-year anniversary of the date of grant. 30% of the target value of the Annual Equity Award will be issued in the form of a Restricted Stock Unit Award (as defined in the Plan), which will vest as follows, subject to an Eligible Director’s Continuous Service: 1/12th of the shares will vest monthly on the last day of each month , so that all of the shares will be vested on the one-year anniversary of the date of grant.

Equity awards are granted to non-employee Directors from time to time pursuant to our 2017 Long Term Compensation Plan. These grants are typically made following a Director’s initial election to the Board and each time the Director is re-elected by the shareholders to serve a new term. The annual awards, which are comprised of restricted shares, typically have a “grant date fair value” of approximately $110,000, calculated in accordance with FASB ASC Topic 718. The restricted shares vest on the first anniversary of the date of grant.

Automatic Equity Grants. Without any further action of the Board or Compensation Committee, at the close of business on the date of each Annual Meeting of the Company’s Stockholders following the IPO Date (the “Annual Meeting”), each person who is then a Non-Employee Director, and who has been a Non-Employee Director for not less than six (6) months as of such Annual Meeting date, will automatically receive a Restricted Stock Unit award having a target equity value of $200,000 (the “Annual RSU”). Each Annual RSU will vest on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if the Non-Employee Director’s service as a director ends at such meeting as a result of the director’s failure to be re-elected or the director not standing for re-election).

Annual Grants . Each non-employee director who has served as a member of the Board for at least six months prior to the date of our annual meeting of stockholders for a particular year will be granted, automatically and without the need for any further action by the Board, an equity award on the date of the first Board meeting held after our annual meeting of stockholders for such year of an option to purchase 15,000 shares of our common stock. The annual award shall have a term of ten years from the date of the award, and shall vest and become exercisable in full on the one-year anniversary of the grant date (or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date), subject to the director’s continued service to the Company through each applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a change in control of the Company. The exercise price shall be the closing price of our common stock on the date of grant.

Automatic Equity Grants. Without any further action of the Board or Compensation Committee, at the close of business on the date of each Annual Meeting of the Company’s Stockholders following the IPO Date (the “Annual Meeting”), each person who is then a Non-Employee Director, and who has been a Non-Employee Director for not less than six (6) months as of such Annual Meeting date, will automatically receive a Restricted Stock Unit award having a target equity value of $180,000 (the “Annual RSU”). Each Annual RSU will vest on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if the Non-Employee Director’s service as a director ends at such meeting as a result of the director’s failure to be re-elected or the director not standing for reelection.

Annual Grant: On the date of the Company’s annual meeting of shareholders during each fiscal year, # each non-employee director (other than the Board chair) will be awarded an equity grant having a value of $115,000, and # the Board chair will be awarded an equity grant having a value of $124,000, in either case (a) or (b), one-half of such award shall be in the form of Stock Options and the other half shall be in the form of RSUs. The value of the first annual equity grant following a director’s initial election or appointment to the Board will be pro-rated based on such director’s length of service on the Board during the preceding 12-month period.

Annual equity grants: Each continuing non-employee member of the Board who has served as a director for the previous six months will receive, immediately following the Company’s annual meeting of stockholders, an annual equity grant (the “Annual Grant”) with a value of the lesser of (x) $62,730 of equity awards in the form of stock options and (y) 15,300 stock options, as determined by the Board, that vests quarterly over one year starting on the grant date, provided, however, that all vesting ceases if the director resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant vesting acceleration. The number of shares underlying the stock options in (x) above shall be determined by the Company using a Black-Scholes methodology and its customary assumptions therefor, and shall have an exercise price equal to the reported closing price on the date of grant, or the preceding business day if there are no market quotations on such date.