Initial Award. Each individual who first becomes an Outside Director following the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Date will automatically be granted an Award (the “Initial Award”), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of ​. The Initial Award will be comprised solely of Restricted Stock Units.

Annual Award. Each individual who first becomes an Outside Director following the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Date will be automatically be granted an Award (the “Initial(an “Annual Award”) with a Value of ​ (rounded down to the nearest whole Share), which grant will be effective on the date on which such individualof each Annual Meeting, beginning with the first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting andfollowing the date theRegistration Date; provided that any Outside Director becomeswho is not continuing as a member ofDirector following the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the lastapplicable Annual Meeting and the Outside Director’s start date, his or her Initialwill not receive an Annual Award will have a Value of ​.with respect to such Annual Meeting. The InitialAnnual Award will be comprised solely of Restricted Stock Units.

Initial Award.Awards. Each individual who first becomes an Outside Director following the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the RegistrationEffective Date will automatically be granted an Award (the “Initial Award”award of Options (an “Initial Award”) to purchase a number of Shares having a Value (as defined below) of ​, which grantwith any resulting fraction rounded down to the nearest whole Share. The Initial Award will be effectivegranted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomesIf an individual was a member of the Board and # the denominatoralso an employee, becoming an Outside Director due to termination of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting andemployment will not entitle the Outside Director’s start date, his or herDirector to an Initial Award will have a Value of ​. TheAward. Each Initial Award will be comprised solelyscheduled to vest as follows: One-thirty sixth (1/36th) of Restricted Stock Units.the Shares subject to the Initial Award will be scheduled to vest each month following the grant date, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Initial Award.Awards. Each individual who first becomes an Outside Director following the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the RegistrationEffective Date will automatically be granted an Award (the “Initial Award”award of Options (an “Initial Award”) to purchase a number of Shares having a Value (as defined below) of ​, which grantwith any resulting fraction rounded down to the nearest whole Share. The Initial Award will be effectivegranted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomesIf an individual was a member of the Board and # the denominatoralso an employee, becoming an Outside Director due to termination of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting andemployment will not entitle the Outside Director’s start date, his or herDirector to an Initial Award will have a Value of ​. TheAward. Each Initial Award will be comprised solelyscheduled to vest as follows: One-thirty sixth (1/36th) of Restricted Stock Units.the Shares subject to the Initial Award will be scheduled to vest each month following the grant date, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Initial Award.Grant. Each individual who first becomes annew Outside Director following the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Date will automatically be grantedreceive an Award (the “Initial Award”), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Director’s start date, his or her Initial Award will haveinitial, one-time restricted stock unit grant, with a Value of ​. The Initial Award (the “Initial Grant”), that vests in three (3) equal installments on the first, second, and third anniversary of the grant date; provided, however, that all vesting will be comprised solelycease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of Restricted Stock Units.such services.

Annual Grant. On the date of the last Annual Meeting and the date theCompany’s annual meeting of stockholders, each Outside Director becomeswho will continue as a member of the Board and #following such annual meeting of stockholders will receive a restricted stock unit grant on the denominatordate of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the lastsuch Annual Meeting and the Outside Director’s start date, his or her Initial Award will have(the “Annual Grant”) with a Value of ​. The Initial Award that vests in full on the earlier of # the one-year anniversary of the grant date or # the next annual meeting of stockholders; provided, however, that all vesting will be comprised solelycease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of Restricted Stock Units.such services. An Outside Director may elect to receive cash in lieu of an Annual Grant, but must meet certain criteria as outlined in [Section II(g)] below. In the event that an Outside Director elects to receive cash in lieu of the Annual Grant, the cash payment will occur in the same manner and frequency as the Annual Cash Retainer.

Annual Award. Each individualOn the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director who first becomeshas been serving as an Outside Director followingfor at least six (6) months as of the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Datesuch Annual Meeting automatically will automatically be granted an Award (the “Initial Award”), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholdersaward of the Company or appointment by the BoardOptions (an “Annual Award”) to fillpurchase a vacancy. The Initial Award will havenumber of Shares having a Value (as defined below) of ​ multiplied by a, with any resulting fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the lastShare. Each Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of ​. The Initial Award will be comprised solelyscheduled to vest on the earlier of Restricted Stock Units.# the one-year anniversary of the date the Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be Service Provider through the applicable vesting date.

Annual Award. Each individualOn the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director who first becomeshas been serving as an Outside Director followingfor at least six (6) months as of the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Datesuch Annual Meeting automatically will automatically be granted an Award (the “Initial Award”), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholdersaward of the Company or appointment by the BoardOptions (an “Annual Award”) to fillpurchase a vacancy. The Initial Award will havenumber of Shares having a Value (as defined below) of ​ multiplied by a, with any resulting fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the lastShare. Each Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of ​. The Initial Award will be comprised solelyscheduled to vest on the earlier of Restricted Stock Units.# the one-year anniversary of the date the Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be Service Provider through the applicable vesting date.

Initial Award.Option. Each individual who first becomes an Outside Director following the effectiveRegistration Date will be granted a Nonstatutory Stock Option (an “Initial Option”) to purchase that number of Shares equal to ​ divided by the Fair Market Value per Share on the date of grant, with the result rounded down to the nearest whole Share, on the date of the Registration Statement (the “Registration Date”) and following the first annualBoard or Compensation Committee meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Date will automatically be granted an Award (the “Initial Award”), which grant will be effectiveoccurring on or after the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. TheFor purposes of example only, if an individual is granted an Initial Award will have aOption and the Fair Market Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months betweenper Share on the date of grant is ​, the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the resultInitial Option will be to purchase 10,588 Shares (​ divided by ​, rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of ​. The Initial Award will be comprised solely of Restricted Stock Units.

Initial Award. Each individual who first becomes anAward: An initial, one-time stock option award (the “Initial Award”) to purchase 24,000 shares will be granted to each new Outside Director followingupon his or her election to the effectiveBoard of Directors, which shall vest in 36 equal monthly installments over three years from the date of grant, provided, however, that all vesting shall cease if the Registration Statement (the “Registration Date”) and followingdirector resigns from the first annual meetingBoard of Directors or otherwise ceases to serve as a director of the Company’Company. The Initial Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value (as defined in the Company’s stockholders (an “Annual Meeting”) following2020 Stock Option and Incentive Plan) of the Registration Date will automatically be granted an Award (the “Initial Award”), which grant will be effectiveCompany’s common stock on the date on which such individualof grant. This Initial Award applies only to Outside Directors who are first becomes an Outside Director, whether through election by the stockholders of the Company or appointment byelected to the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of ​ multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded downDirectors subsequent to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of ​. The Initial Award will be comprised solely of Restricted Stock Units.Effective Date.