No Participant eligible for an Award may receive Options or SARs, excluding Inducement Awards, under the Plan in any calendar year that relate to an aggregate of more than 250,000 Shares, and no more than two (2) times this amount in the first year of employment (subject to adjustment under Section 12). The maximum aggregate number of Shares that may be subject to Restricted Shares or Stock Units, excluding Inducement Awards, granted to a Participant in any calendar year is 250,000 Shares and no more than two (2) times this amount in the first year of employment (subject to adjustment under Section 12) and the maximum aggregate amount of cash that may be payable to a Participant in any calendar year as Cash-Based Awards is $2.0 million.

Award Limitations. The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m) of the Code:

Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 10 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Shares available pursuant to Section 4(a) may be granted to any one or more Eligible Persons without respect to such minimum vesting provisions. Nothing in this Section 6 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, disability, termination of Continuous Service or the consummation of a Change in Control.

Award Vesting Limitations. Notwithstanding anything to the contrary in this Plan, but subject to Section 15 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the applicable date of grant; provided, however, that notwithstanding the foregoing, Awards that result in the issuance of up to five percent (5%) of the Shares of Common Stock available pursuant to Section 3(a) may be granted to any one or more Participants without respect to such minimum vesting provisions.

Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 10 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Shares available pursuant to Section 4(a) may be granted to any one or more Eligible Persons without respect to such minimum vesting provisions. Nothing in this Section 6 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, disability, termination of Continuous Service or the consummation of a Change in Control.

Minimum Vesting Limitations. All Awards granted under the Plan shall have a minimum vesting period of one-year measured from the date of grant (except that in the case of equity Awards granted to Non-Employee Directors pursuant to Section 12, the minimum vesting requirement set forth herein shall be deemed to mean the period beginning on each regular annual meeting of the stockholders and ending on the date of the next regular annual meeting of stockholders that is within 50 weeks of such meeting); provided that # Awards covering up to 5% of the Shares available for grant pursuant to the Plan may be granted or modified without regard to such minimum vesting provisions; # nothing in this Plan to the contrary shall limit the ability of the Committee to provide for the grant of fully-vested Awards in respect of achievement pursuant to the Company’s short-term incentive bonus programs or other achievement awards for continuing Employees , other than executive officers; and # to the extent consistent with any policy adopted by the Board pursuant to Section 12, fully-vested Awards may be granted to Non-Employee Directors who elect to receive equity in lieu of cash fees for services rendered as a director.

Award; Vesting. Employee is granted the Award, which shall vest and become payable in four equal installments on the payroll cycle following each of ###DATE1###, ###DATE2###, ###DATE3###, and ###DATE4### (each, a “Vesting Date”, subject to Employee’s continuing to be employed by or provide service to the Company through each such Vesting Date. For the avoidance of doubt, ###MONTH_DAY### of each year shall be considered the vesting date for purposes of this Agreement.

#One-Year Minimum Vesting. Awards granted under the Plan shall vest no earlier than the one (1) year anniversary of the Award’s date of grant, except that # the Administrator, in its sole discretion, may provide an Award may accelerate vesting by reason of the Participant’s death or Disability, or upon a major capital change of the Company (including without limitation upon the occurrence of a Change in Control, merger of the Company with or into another corporation or entity, or similar transaction), # Awards that result in the issuance of an aggregate of up to 5% of the Shares reserved for issuance under Section 3(a) may be granted to Service Providers, or outstanding Awards modified, without regard to such minimum vesting, exercisability and distribution provisions, and # annual Awards granted to Outside Directors may provide for scheduled vesting to occur on the earlier of the one year anniversary of the date of grant or the next annual meeting of shareholders (but not less than 50 weeks from the date of grant).

Award Vesting. Subject to # the release set forth in Section 6 becoming Irrevocable following the Separation Date in accordance with Section 8, # the Employee’s continued employment in good standing and in accordance with Section 1(a)-(b) through the Separation Date, # the Employee’s continued service in good standing and in accordance with Section 2(a)-(b) through the end of the Consulting Period and # the Employee’s continued compliance with the restrictive covenants set forth in Section 5 through the applicable vesting dates, if applicable:

Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Section 10 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Shares available pursuant to Section 4(a) may be granted to any one or more Eligible Persons without respect to such minimum vesting provisions. Nothing in this Section 6 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, disability, termination of Continuous Service or the consummation of a Change in Control.