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Annual Grant. Each Director will be granted annually an Option with a grant-date value of approximately determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately , in each case rounded down to the nearest whole share. The Restricted Stock Units granted under this [Section 7(a)] shall be in addition to any RSUs granted to any Director pursuant to [Section 6].

Annual Grant. Each Director will be granted annually an Option with a grant-date value of approximately determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately , in each case rounded down to the nearest whole share. The Restricted Stock Units granted under this [Section 7(a)] shall be in addition to any RSUs granted to any Director pursuant to [Section 6].

AnnualInitial Grant. EachFollowing the effective date of this Plan, each Director willshall, effective as of the date of such individual’s initial election or appointment to the Board, be granted annually an Option with a grant-date value of approximately determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately , in each case rounded down to the nearest whole share. The Restricted Stock Units granted under this [Section 7(a)] shall be in addition to any RSUs granted to any Director pursuant to [Section 6].

Annual Grant. EachRestricted Stock Unit. On the First Trading Day, each Eligible Director willshall automatically be granted annually an Option with a grant-date value of approximately determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-fair market value (computed as of the date value of approximatelygrant in accordance with applicable financial accounting rules) equal to , in each case rounded down (the “Annual Restricted Stock Unit Grant”). The number of shares subject to the Annual Restricted Stock Unit Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest whole share. Theinteger multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Restricted Stock Units granted under this [Section 7(a)]Unit Grant for that year shall have a fair market value obtained by multiplying by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be in additionmade upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to any RSUs granted to any Director pursuant to [Section 6].the nearest integer multiple of one hundred (100) shares.

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