Consideration for Stock. The shares of Stock subject to the Units are intended to be issued for no cash consideration.

Consideration for Release. Executive acknowledges that the Agreement provides compensation and benefits in exchange for Executive’s promises under this Release. Executive further acknowledges that the compensation payable under the Agreement for consulting services (the “Compensation”), accelerated vesting of certain equity awards (“Early Vesting”) and the opportunity of continued vesting of certain other equity awards during the Consulting Period exceed any amount to which Executive would be entitled under any law, regulation, contract or any policy or benefit plan of the Company or any of its subsidiary companies absent Executive’s execution of this Release and this Release becoming effective and irrevocable.

Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine.

Time for Consideration. Executive understands that he is entitled to have 45 days’ time in which to consider this Agreement. Employer advises Executive to obtain the advice and counsel from the legal representative of his choice. Executive executes this Agreement having had sufficient time within which to consider its terms. Executive represents that if he executes this Agreement before 45 days have elapsed, he does so voluntarily, upon the advice and with the approval of his legal counsel, and that he voluntarily waives any remaining consideration period.

Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine, but shall not be granted for less than the minimum lawful consideration.

Consideration for Grants. To the extent permitted by applicable law, Awards may be granted for such consideration, including services, as the Committee shall determine.

Time for Consideration. Executive understands that he is entitled to have 45 days’ time in which to consider this Agreement. Employer advises Executive to obtain the advice and counsel from the legal representative of his choice. Executive executes this Agreement having had sufficient time within which to consider its terms. Executive represents that if he executes this Agreement before 45 days have elapsed, he does so voluntarily, upon the advice and with the approval of his legal counsel, and that he voluntarily waives any remaining consideration period.

Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

Consideration for Release. In consideration for Employee’s execution of this Agreement, compliance with all terms of the Agreement (including, but not limited to, Paragraphs II.I and II.K), and Employee’s release of claims as set forth below, the Company will pay to Employee the following payments (collectively, the “Separation Payment”):

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than the Series A-1 Preferred, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold: