Effective Date of Annual Grant. In each year the effective date for the annual grant of equity to the Company’s executive officers by the Compensation Committee of the Board (or any successor committee) shall be the date the Options and Restricted Stock Units are granted; provided that in any year in which the Compensation Committee does not grant equity to any of the Company’s executive officers in connection with the annual compensation review process, then the third trading day after the release of the Company’s financial results for the first quarter of such year shall be the date the Options and Restricted Stock Units are granted.

Effective Grant Date. The price of the Shares used in determining the number of RSUs granted hereunder shall be the fair market value of the Shares as determined by the Board on the effective grant date of such Award (the “Grant Date”); provided that if an Award granted in accordance with [Section 1(a)] of this Program falls within seven days prior to the release of the Company’s quarterly or annual financial results, then the effective grant date for such Award will be the first trading day after the date on which such financial results are released.

Annual Grant. Each Director will be granted annually an Option with a grant-date value of approximately ​ determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately ​, in each case rounded down to the nearest whole share. The Restricted Stock Units granted under this [Section 7(a)] shall be in addition to any RSUs granted to any Director pursuant to [Section 6].

Annual Grant. On the date of the Company’s annual meeting of stockholders, each Outside Director who will continue as a member of the Board following such annual meeting of stockholders will receive a restricted stock unit grant on the date of such Annual Meeting (the “Annual Grant”) with a Value of ​ 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 cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of 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.

EFFECTIVE DATE. The Plan, as amended and restated herein, applies for Restricted Cash Awards granted on or after the effective date on the cover page.

Effective Date. This Amendment is dated ​.

Effective Date. The Effective Date for this Agreement is the date it has been executed by all of the Parties.

Effective Date. The Effective Date shall have occurred.

Effective Date. The Plan is effective as of ​ and is amended and restated to apply to involuntary Separations from Service after ​.

The Plan shall be effective as of ​.