Company Stock Options and Restricted Stock Units. As of the date hereof, you hold # exercisable options (the “Exercisable Options”) to purchase 2,053,009 shares of the Company’s common stock (“Common Stock”), as evidenced by the Stock Option Grant Notices described on [Schedule A] hereto, and # unexercisable options (the “Unexercisable Options”) to purchase 876,671 shares of Common Stock, as evidenced by the Stock Option Grant Notices described on [Schedule A] hereto (together, the “Options”). For purposes of the Options, your termination will not be considered a Termination of Service as defined in the Equity Plan, and the Options will not expire under the terms of your Stock Option Grant Notices. Your work providing services as a consultant will be considered continuing service for the Company, and your Options will continue to vest in accordance with the vesting schedule provided in the Stock Option Grant Notices during the Consulting Period. In the event the Company terminates this Agreement without Cause or if you die or become disabled prior to the one-year anniversary of the Effective Date, any unvested Options you hold that would have vested during a period equal to 24 months from the Effective Date shall vest and become exercisable immediately on the final day of the Consulting Period. For the avoidance of doubt, the final day of the Consulting Period will represent a Termination of Service pursuant to the Equity Plan. In addition, if you terminate the Agreement prior to the one-year anniversary of the Effective Date, you will # receive vesting credit for the period prior to the termination of the Agreement and # any unvested Options you hold that would have vested during the twelve (12) months following the termination of the Agreement shall vest and become exercisable on the termination date. The post-termination exercise period of your Options will be extended to the longer of # one (1) year from the Effective Date or # six (6) months from the final date of the Consulting Period. The terms provided by the Equity Plan and the Stock Option Grant Notices shall continue to apply during the Consulting Period.

At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, First Merger Sub, the Company or the Company Stockholders, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock to be canceled pursuant to [Section 2.6(b)(ii)] and any Dissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive, upon surrender of the certificate representing such share of Company Common Stock, if any, together with a duly executed and completed Letter of Transmittal, in the manner provided in [Section 2.8]: # the Per Share Base Consideration, minus # the Per Share Escrow Amount, to be withheld and contributed to the Escrow Fund, minus # the Per Share WC Escrow Amount, to be withheld and contributed to the WC Escrow Fund, plus # any Additional Per Share Consideration, plus # any Per Share Earn-Out Amount subject to (and without limiting any rights or remedies of the Indemnified Parties under this Agreement) the obligation of the Company Stockholder that owns such share of Company Common Stock immediately prior to the Effective Time to return to Parent or the applicable Indemnified Parties the amount so received as a result of such conversion to the extent such Company Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX; provided, that the Parent Common Stock to be put in escrow or delivered to a Company Stockholder shall in each case be rounded down to the nearest whole number of shares after aggregating all shares put in escrow or delivered to a Company Stockholder, as applicable.

Grant of Company Stock Award. Whenever the Committee deems it appropriate to grant a Company Stock Award, the Company shall provide an Award Agreement to the Participant stating the number of shares of Company Stock for which the Company Stock Award is granted,

Diversification of Company Common Stock. A Participant may elect to reallocate up to 100% of the Company Common Stock Fund held in his Company Common Stock Account to any one or more of the Investment Funds at any time.

Voting of Company Common Stock. All whole and fractional shares of Company Common Stock allocated to a Participant's or Beneficiary's Company Common Stock Account shall be voted by the Trustee as the Participant or Beneficiary directs in writing from time to time. The Trustee shall solicit the directions from each Participant or Beneficiary before each annual or special stockholders' meeting of the Company, from each Member. Upon timely receipt of the directions, the Trustee shall vote those shares in accordance with the directions received. Unless otherwise provided in the Trust Agreement, shares for which timely receipt of directions is not received shall not be voted by the Trustee.

Tender of Company Common Stock. The Trustee, in its sole discretion, shall determine the manner in which to respond to any offer to purchase, exchange or otherwise dispose of Company Common Stock made by any person or entity other than a Participant or Beneficiary. If the Company Common Stock is sold, exchanged or disposed of, the proceeds shall be reinvested in the Company Common Stock Fund.

Distribution of Company Common Stock. When a Participant is entitled to a distribution of his Account under the Plan, the Participant may elect to receive either cash or Company Common Stock that is allocated to his Company Common Stock Account. If cash is to be received from the Company Common Stock Account, then the Trustee will use reasonable efforts to sell such Company Common Stock and the proceeds from such sale (less all reasonable expenses incurred in such sale) will be distributed to the Participant. If the Participant elects to receive shares of Company Common Stock, then the shares of Company Common Stock plus cash in lieu of fractional shares (less all reasonable expenses incurred in such sale) will be distributed to the Participant.

Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will be cancelled and returned as unissued Shares to the Company and again will become available for grant under the Plan.

Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.