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Award
Award contract clause examples

Initial Award. Each Non-Employee Director who is initially elected or appointed to the Board shall be granted, on the date of such initial election or appointment, either # an option to purchase the Company’s common stock (each, an “Initial Option”) having an aggregate Grant Date Fair Value (as defined below) in an amount determined by the Board, with any partial shares that result being rounded down to the nearest whole share or # a number of restricted stock units (the “Initial RSUs” and together with the Initial Option, the “Initial Award”) determined by dividing the aggregate value of the Initial RSUs as determined by the Board by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant, with any partial shares that result being rounded down to the nearest whole share. No Non-Employee Director shall be granted more than one Initial Award. “Grant Date Fair Value” shall mean, with respect to an Initial Option, the per share fair value of the Initial Option determined as of the Initial Option’s date of grant using the Black-Scholes option pricing model that the Company most recently used in preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission (“Financial Statements”) and using as inputs into such model # the Fair Market Value of a share of the Company’s common stock on the Initial Option’s date of grant and # such other assumptions as were reported by the Company |

Subject to the approval of the administrator under the applicable Plan (as defined below), on the date of his or her election or appointment as a Director, each Non-Employee Director shall be granted the following equity award or awards (such award or awards, the “Initial Award”): # a non-qualified stock option award (“Option”) to acquire up to a number of shares of the Company’s common stock having an aggregate grant date fair market value equal to the applicable Available Amount (as defined below), based on a Black-Scholes valuation method (rounded down to the nearest whole share); # a restricted stock unit award (“RSU”), each RSU relating to one share of the Company’s common stock, having an aggregate fair market value equal to the applicable Available Amount pursuant to the terms of the then applicable equity incentive plan for such grants, assuming the closing price of the Company’s common stock on the date of grant; or # an Option and a RSU to acquire or relating to, as applicable, such that the sum of the aggregate fair market value of the Option and RSU, each as determined herein, is equal to the applicable Available Amount.

Initial Equity Grant for Non-Employee Directors: Each Non-Employee Director who is initially elected or appointed to serve on the Board after the Restatement Date shall be granted under the 2021 Plan or any other applicable Company equity incentive plan then-maintained by the Company (together with the 2021 Plan, the “Plan”) an equity grant with a value equivalent to $250,000, consisting of (1) an option to purchase shares of Common Stock (the “Initial Option”) with the number of shares subject to the Initial Option determined by dividing $125,000 (50% of $250,000) by the “Black-Scholes” Value (as defined below) on the grant date, rounded up to the nearest multiple of five, and (2) an award of restricted stock units (the “Initial RSU Award”) with the number of restricted stock units determined by dividing $125,000 (50% of $250,000) by the closing trading price of the Company’s Common Stock on the grant date, rounded up to the nearest whole unit. The Initial Option and Initial RSU Award will be automatically granted on the date on which such Non-Employee Director commences service on the Board. The Initial Option will vest and become exercisable as to 1/36th of the underlying shares on each monthly anniversary of the grant date, subject to the Non-Employee Director’s continued service through the applicable vesting date. For purposes hereof, “Black Scholes” Value means the fair value of an option to purchase one share of the Company’s Common Stock determined using the Black-Scholes pricing model based on the Fair Market Value of the Company’s Common Stock on the grant date and the most recent volatility, risk-free rate and life expectancy assumptions as of the grant date in the Company’s financial statements disclosing those assumptions. The Initial RSU Award will vest as to one-third of the underlying restricted

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board shall receive an option to purchase 35,000 shares of the Company’s common stock and 12,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the date of such initial election or appointment. The awards described in this Section 2(a) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Subject to the approval of the administrator under the applicable Plan, on the date of each Annual Meeting of the Stockholders of the Company, each Non-Employee Director that is serving as such immediately prior to and immediately after the applicable Annual Meeting of the Stockholders shall be granted the following equity award or awards (such award or awards, the “Annual Award”): # an Option to acquire up to a number of shares of the Company’s common stock having an aggregate grant date fair market value equal to the applicable Available Amount, valued based on a Black-Scholes valuation method (rounded down to the nearest whole share); # a RSU, each RSU relating to one share of the Company’s common stock, having an aggregate fair market value equal to the applicable Available Amount, assuming the closing price of the Company’s common stock on the date of grant; or # an Option and a RSU to acquire or relating to, as applicable, a number of shares of the Company’s common stock such that the sum of the aggregate fair market value of the Option and RSU, as determined herein, is equal to the applicable Available Amount.

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