Eligibility for Award. On the date of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.

Eligibility for Award.Annual Awards. On the date of each annual meeting of the Company’s annual stockholders’ meetings (the “Annual Meeting”),stockholders, each person who is or becomes an EligibleNonemployee Director atin office immediately after such meeting and whosewill be eligible to receive an RSU award (an “Annual Award”) for service as a Nonemployee Director based on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting asdollar amounts set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement. following table:

Eligibility for Award. On the date of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.of Restricted Stock.

Eligibility for(i) Amount of Award. OnThe number of RSUs awarded shall be determined by the Board of Directors from time to time (the “Equity Retainer”). If an Eligible Director begins serving as a director other than as of the date of each ofan Annual Meeting, the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meetingRSU Award granted hereunder shall be granted an RSU Award. The grant entitles anat the meeting of the Board of Directors that takes place on or after the date such Eligible Director is first elected or appointed to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forththe Board, and such Award shall be pro-rated to reflect the partial service provided by such Eligible Director in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement. period between Annual Meetings.

EligibilityAnnual Grants. Each continuing non-employee director who has served as a member of our Board for Award. Onat least six months prior to the date of eachour annual meeting of stockholders for a particular year will be granted, automatically and without the need for any further action by the Board, an equity award on the date of our annual meeting of stockholders for such year equal to 45,000 RSUs with respect to shares of our common stock. The annual award shall vest in full on the one-year anniversary of the Company’sgrant date of the award (or, if earlier, the date of our next annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service onof stockholders following the Board is expected to continue following such meeting shall be granted an RSU Award. Thedate of grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth inof the vesting schedule in the Award Agreement,award), subject to the terms and conditions set forth herein anddirector’s continued service as a director, employee or consultant with the 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 Award Agreement.Company.

Eligibility for Award. OnEach Annual RSU Award shall become fully vested, subject to the applicable Non-Employee Director’s continued service as a director, on the earliest of the 12-month anniversary of the date of eachgrant, the next annual meeting of stockholders following the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who isdate of grant or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares onconsummation of a one-to-one RSU-to-Share basis upon vesting as set forthChange in Control (as defined in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.Plan).

Eligibility for Award. OnAnnual RSUs. Each award of Annual RSUs shall vest on the earlier of the first anniversary of the date of eachgrant or the day immediately prior to the date of the next annual meeting of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service onstockholders occurring after the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forthdate of grant, in the vesting schedule in the Award Agreement,either case, subject to the terms and conditions set forth herein andNon-Employee Director continuing in the Award Agreement.service as a Non-Employee Director through such vesting date.

Eligibility for Award. OnInitial Awards. Each Nonemployee Director elected to the dateBoard after this Policy is adopted, other than at an annual meeting of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”stockholders (a “New Director”), each person who is or becomeswill be eligible to receive an Eligible Director at such meeting and whose serviceRSU award (an “Initial Award”) based on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting asdollar amounts set forth in the vesting schedule infollowing table, multiplied by a fraction, the Award Agreement, subject tonumerator of which is the termsnumber of days that will elapse between and conditions set forth hereinincluding the date of his or her appointment and in the Award Agreement. first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:

Eligibility for Award. OnProgram Awards. Program Awards will consist of restricted stock units (“RSUs”) awarded under Section 9 of the Plan. An Eligible Director shall be automatically granted a Program Award in the form of RSUs as follows: # in the case of an Eligible Director who is first elected to the Board between annual meetings of stockholders of the Company, on the date of such first election; and # in case of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomesEligible Director (including an Eligible Director described in clause (i)) who is elected (including reelected) at an annual meeting of stockholders of the Company, immediately following each such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.annual meeting.

EligibilityAnnual Awards: On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the 2021 annual meeting, each Independent Director who has served on the Board for Award. Onat least six months and will continue serving as a member of the Board thereafter, shall receive a grant of RSUs (“Annual RSU Award”) under the Plan with respect to a number of shares of common stock equal to $250,000 divided by the average closing price of the Company’s common stock on The Nasdaq Global Market for the period of twenty (20) trading days ending on the day prior to the date of eachgrant. Each Annual RSU Award shall become fully vested on the February 20, May 20, August 20, or November 20 falling in the one-year anniversary quarter of the Company’annual meeting, provided that (i) if the next years’ annual meeting date occurs prior to such vesting date and (ii) such Independent Director’s service will not continue following the annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligiblemeeting, then the Annual RSU Award for such Independent Director at such meeting and whose servicewill vest on the Board is expectedday prior to continue following such meetingthe date of the annual meeting. Notwithstanding the foregoing, each Annual RSU Award shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares onbecome 100% vested if a one-to-one RSU-to-Share basis upon vestingChange in Control as set forthdefined in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement. Plan occurs during such Independent Director’s service.