Annual Grant. Without any further action of the Board, at the close of business on the date of each annual meeting of the Company’s stockholders, each person who is then a Non-Employee Director will automatically be granted either # a Nonstatutory Stock Option to purchase 4,500 shares of common stock or # a restricted stock unit (“RSU”) covering 2,250 shares of common stock ((A) or (B) as applicable, the “Annual Grant”). Whether the Annual Grant for any particular year takes the form of a Nonstatutory Stock Option or an RSU shall be determined prior to each annual meeting of the Company’s stockholders by the Board or the Compensation Committee; provided that absent a determination for any given year, the Annual Grant shall take the form of a Nonstatutory Stock Option. Each Annual Grant will vest in full on the earlier of the one-year anniversary of date of grant, or the date of the next annual meeting of the Company’s stockholders.

Annual Grant. Beginning in fiscal 2019 and for each subsequent fiscal year, Executive shall be eligible to participate in, and receive grants of stock options, restricted stock, restricted stock units or other forms of equity compensation subject to the terms of any of [[Company:Organization]]’s equity compensation plans and related documents, including, without limitation, the Plan (the “Annual Grant”). The terms and conditions of each Annual Grant, including, without limitation, with respect to the form of such equity compensation and vesting terms thereof, shall be determined by the Committee in its sole discretion.

Annual Grant. Outside Directors are annually awarded equity compensation on the first business day of the Company’s fiscal year in the form of options based on a targeted delivered value of $135,000 (the “Annual Grant”). The number of options awarded to each director in the Annual Grant is based on the targeted delivered value divided by the Black-Scholes value of an option as calculated by the Company’s compensation consultant for a given year.

Annual Grant. Each Outside Director will be automatically granted a NSO and RSUs (together, an “Annual Grant”) with a combined Value of $160,000, provided that the number of Shares covered by the Annual Grant shall be rounded down to the nearest whole Share, once each calendar year. The allocation of Value between the NSO and RSUs subject to the Annual Grant shall be determined in accordance with the Methodology as defined below.

Annual Grant. Each Director will be granted annually an Option with a grant-date value of approximately $100,000 determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately $100,000, 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 Option Grant. An Annual Option Grant of Non-Qualified Stock Options (the “Annual Option Grant”) shall automatically be made to each Director who # is re-elected to the Board or who otherwise continues as a Director, # qualifies as an Outside Director on the relevant grant date and # has served as a Director for at least six months. The number of Shares subject to this Annual Option Grant and other terms governing this Annual Option Grant shall be as determined by the Board in its sole discretion. If the Board does not establish the number of Shares subject to the Annual Option Grant, then the number shall be five hundred (500) Shares. The date and time of grant of an Annual Option Grant is the date of the annual meeting of the Company’s stockholders and the time shall be immediately upon the adjournment of the annual meeting of the Company’s stockholders.

Annual Equity Grant. During the term of employment, Executive shall be eligible to participate under the applicable equity plan of the Company then in effect, as amended from time to time, or any successor plans (collectively, the “Company Equity Plan”), for the award of an annual grant of equity thereunder (the “Annual Equity Grant”). The actual award and amount of any Annual Equity Grant will be determined by the Board or the Compensation Committee of the Board in accordance with the terms of the applicable Company Equity Plan and subject to the provisions thereof. Executive’s initial Annual Equity Grant will made on the Effective Date and have a grant date fair market value equal to $575,000.

Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

Grant. Effective on the Grant Date, Participant has been granted the number of Performance Stock Units indicated above, subject to and pursuant to all terms and conditions stated in this Agreement and in the Plan. Each Performance Share Unit shall represent a contingent right to receive one Share as described more fully herein, to the extent such Performance Share Unit becomes vested and settled pursuant to the terms of this Agreement in Restricted Stock. Capitalized terms used herein and not defined shall have the meaning given such terms in the Plan.

Grant. The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Agreement (the “Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to [Section 20] of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail