Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.

Notwithstanding the foregoing, for each Outside Director who holds Company equity awards granted prior to the Registration Date (the “Pre-IPO Awards”) that remain unvested on the Annual Meeting date, the Value of the Annual Award granted to such Outside Director with respect to such Annual Meeting will be calculated by subtracting the Pre-IPO Award Value (as defined below) from $175,000. If the Pre-IPO Award Value is equal to or greater than $175,000, the Outside Director will not receive an Annual Award with respect to such Annual Meeting.

Equity Incentive Awards. To the extent the Employee meets the eligibility requirements, the Employee shall be eligible for an annual grant of equity pursuant to the ​ 2004 Long-Term Incentive Plan, as amended from time to time, any successor to such plan, or such other long-term incentive compensation program developed for the Corporation’s officers (the “Long Term Plan”), with the type of equity award, performance goals and other terms consistent with other Senior Vice Presidents of the Corporation. Any annual Equity Incentive Award shall be paid at the same time as annual equity awards are made to other officers of the Corporation under the then-applicable Long Term Plan, and shall be subject to the Employee’s execution of an applicable award agreement approved by the Corporation and the terms and conditions of the Long Term Plan.

Annual. After the end of each fiscal year of Regional, and in any event within 120 days thereafter, # balance sheets and # statements of income of Regional and its Subsidiaries, prepared on a consolidated basis including a Special Purpose Subsidiary; together with:

Other Terms of Equity Awards: Each Initial Option and Annual Option shall have an exercise price per share equal to Fair Market Value as of the grant date. Unless otherwise provided by the Board, no portion of an Initial Option, Initial RSU Award, Annual Option or Annual RSU Award, which is unvested or, as applicable, unexercisable at the time of a Non-Employee Director’s termination of service with the Company (as determined by the Board) shall become vested and, as applicable, exercisable thereafter. Any Initial Option, Initial RSU Award, Annual Option or Annual RSU Award granted hereunder shall be subject to the Plan and the applicable standard form of award agreement thereunder, as modified to reflect the terms herein.

Annual Awards: You will be eligible to participate in Kohl’s annual equity award process in the Spring of 2020. The Compensation Committee’s practice has been to award executives at your level an award valued at $1,250,000. This award is expected to consist of 60% Performance Share Units (PSUs) and 40% Restricted Shares, all vesting in the same manner as described above based upon Kohl’s performance in 2020, 2021 and 2022.

You will be eligible to receive annual equity awards granted by L3Harris under its 2015 Equity Incentive Plan (Amended and Restated Effective as of August 28, 2020) (the “Plan”), with a target value in your first year of $2,550,000. The awards are typically granted in late February following the Board of Directors approval of annual equity awards to L3Harris executives. Once approved and accepted by you, the awards are subject to the applicable terms and conditions in effect at the time of the grant. Annual equity grants are performance-based and the award amount may vary from year-to-year.

Board Approval and Determination of Value. Prior to or contemporaneous with the grant of any Initial Award or Annual RSUs, the Board shall determine the value of such equity award after taking into consideration the 50th percentile of market compensation for non-employee directors of the Company’s peer group and such other factors as the Board considers appropriate. Each grant of an Initial Award and Annual RSU award shall be subject to further approval by the Board.

“Annual Stock Award” means an Annual Performance-Based Stock Award or an Annual Time-Based Stock Award.

Annual Grant, All Directors: On the date of each of Cerus’ Annual Meetings of Stockholders (each, an “Annual Meeting”), each Director will be granted the following equity award, provided that such individual: # is a Director on such date, # has been a member of the Board for at least twelve (12) months prior to the date of the applicable Annual Meeting and # will be continuing as a Director immediately following such date: