#Initial Appointment Equity Grant. On appointment to the Board, and without any further action of the Board or Compensation Committee of the Board, at the close of business on the day of such appointment, each Non-Employee Director will automatically receive an award of 330,000 restricted stock units (“RSUs”) over Common Stock (the “Appointment Grant”). The Appointment Grant shall vest in three equal annual installments, with the first installment vesting on the last day of the six-month period commencing on the grant date and each subsequent installment vesting on the last day of the six-month period commencing on the next two subsequent anniversaries of the grant date, subject to the Director’s continuous service with us on each applicable vesting date.

Initial Grants. Upon initial election to theour Board, such non-employee director will be granted, automatically and without the need for any further action of the Board or Compensation Committee ofby the Board, at the close of business on the day of such appointment, each Non-Employee Director will automatically receive an initial equity award of 330,90,000 restricted stock units (“RSUs”) over Common Stock (the “Appointment Grant”).with respect to shares of our common stock. The Appointment Grantinitial award shall vest in three equal annual installments,over a three-year period, with one-third of the first installmentinitial award vesting on the last dayeach of the six-month period commencing on the grant datefirst, second and each subsequent installment vesting on the last day of the six-month period commencing on the next two subsequentthird anniversaries of the grant date,date of the award, in each case, subject to the Director’director’s continuouscontinued service as a director, employee or consultant with us onthe Company through each applicable vesting date. The vesting of such award shall accelerate as to 100% of the award upon a change in control of the Company.

Annual Grants. Each continuing non-employee director who has served as a member of our Board for at least six months prior to the Board,date of our annual meeting of stockholders for a particular year will be granted, automatically and without the need for any further action of the Board or Compensation Committee ofby the Board, at the close of businessan equity award on the daydate of our annual meeting of stockholders for such appointment, each Non-Employee Director will automatically receive anyear equal to 45,000 RSUs with respect to shares of our common stock. The annual award of 330,000 restricted stock units (“RSUs”) over Common Stock (the “Appointment Grant”). The Appointment Grant shall vest in three equal annual installments, with the first installment vestingfull on the last dayone-year anniversary of the six-month period commencing on the grant date and each subsequent installment vesting on the last day of the six-month period commencing onaward (or, if earlier, the date of our next two subsequent anniversariesannual meeting of stockholders following the date of grant of the grant date,award), subject to the Director’director’s continuouscontinued service as a director, employee or consultant with us on each applicablethe Company through such vesting date. The vesting of such award shall accelerate as to 100% of the award upon a change in control of the Company.