Equity Acceleration. Notwithstanding the terms of any agreements governing the equity awards the Company awarded to you, effective as of the Separation Date, the Company will accelerate the vesting of your outstanding equity awards such that 50% of the # unvested options to purchase shares of common stock of the Company (“Shares”) you hold will be deemed vested and exercisable as of the Separation Date and # unvested restricted Shares you hold will be deemed vested and no longer subject to forfeiture as of the Separation Date. Except as modified by this [Section 2(c)] and [Section 2(e)] below, all of your equity awards shall continue to be governed by the terms of the governing grant or award agreements with the Company and the applicable equity incentive plan. A table reflecting the acceleration of your outstanding equity awards is attached hereto as Exhibit A.

EQUITY ACCELERATION. In addition to any other rights that Eligible Employees may have with respect to the acceleration of the vesting of any stock options or restricted stock awards (“Awards”) granted to such Eligible Employees pursuant to the Company’s 2002 Stock Incentive Plan, as amended (the “2002 Stock Incentive Plan”), or any successor plan, including without limitation those certain change in control related acceleration rights (upon a termination without cause) approved by the Board on December 11, 2007, and notwithstanding any provision to the contrary contained in the 2002 Stock Incentive Plan, the instrument evidencing any Award or any other agreement between an Eligible Employee and the Company, each such Award shall be immediately exercisable in full and/or free of all restrictions on repurchase, as the case may be, if the Eligible Employee’s employment with the Company or the acquiring or succeeding corporation is terminated as a result of a Qualifying Termination.

Equity Acceleration. All outstanding unvested Company Equity shall vest in full, effective as of the termination date of your employment; provided, however, that any Company Equity that is subject to performance-based vesting conditions will be deemed to have been achieved at target.

Equity Acceleration. In the event that you become entitled to Severance Payments within eighteen (18) months following a Change in Control, and you enter into, do not revoke, and comply with a Release, then all outstanding unvested equity-based compensation awards that have been granted acceleration rights and were granted to you under the Equity Documents prior to the Change of Control shall become exercisable and vested in full, and all restrictions thereon shall lapse, notwithstanding any vesting schedule or other provisions to the contrary in the agreements evidencing such awards or in the underlying equity plan, and the Company and you hereby agree that any agreements covering such awards are hereby, and will be deemed to be, amended to give effect to this provision.

Equity Acceleration. On the date of termination of Executive’s employment, Executive shall become fully vested in any and all equity awards outstanding as of the date of Executive’s termination and this provision shall supersede any option acceleration provision contained in any option agreement outstanding on the Effective Date.

Equity Acceleration. (A) All of Executive’s unvested equity awards will accelerate and vest immediately on the date of termination of Executive’s employment if such employment commenced at least twenty-four (24) months prior to a Change of Control, # 50% of Executive’s unvested equity awards will vest immediately on the date of termination of Executive’s employment if such employment commenced fewer than twenty-four (24) months but at least twelve (12) months prior to a Change of Control, and # 25% of Executive’s unvested equity awards will vest immediately on the date of termination of Executive’s employment if such employment commenced fewer than twelve (12) months prior to a Change of Control.

Equity Acceleration. The vesting and exercisability (if applicable) of each unvested Equity Award that you hold that is subject to vesting over time shall be accelerated to the extent necessary to give effect to the period of time you remained continuously employed with the Company prior to your RIF Termination during the full duration of vesting period of such Equity Award. For example, if your Equity Award vests upon conclusion of your service for a three-year period and your RIF Termination occurs after you have completed one year of such service, you shall accelerate vesting and exercisability as to one-third of such Equity Award. Each unvested Equity Award that you hold that is subject to vesting based on the achievement of performance conditions for which such achievement has not yet occurred, vesting acceleration shall occur to the extent the Committee determines that it is fair and reasonable to consider that the performance conditions would have been achieved had you remained continuously employed during the full duration of the performance period, pro-rated for the period of time you remained continuously employed with the Company prior to your RIF Termination during the full duration of performance period of such Equity Award.

Equity Acceleration. (A) All of Executive’s unvested equity awards shall accelerate and vest immediately on the date of termination of Executive’s employment if such employment commenced at least twenty-four (24) months prior to a Change of Control, # 50% of Executive’s unvested equity awards shall vest immediately on the date of termination of Executive’s employment if such employment commenced fewer than twenty-four (24) months but at least twelve (12) months prior to a Change of Control, and # 25% of Executive’s unvested equity awards shall vest immediately on the date of termination of Executive’s employment if such employment commenced fewer than twelve (12) months prior to a Change of Control.

Equity Acceleration. If the Change in Control is a Parent CIC, # each Equity Award (other than any Equity Award granted in 2021) that you hold at such time will receive Full Acceleration in connection with such Change in Control as provided under [Section 3(a)(1)] of the Plan (which is irrespective of your CIC Termination) and # any Equity Award granted in 2021 that is outstanding as of the Change in Control shall be treated in accordance with the applicable provisions of the definitive agreement pursuant to which the Specified Transaction is contemplated, with any replacement award issued pursuant to such agreement continuing to vest in accordance with the terms of such definitive agreement, such that you will only receive Full Acceleration with respect to such award if a CIC Termination occurs under circumstances that give rise to the right to receive the Severance Benefits as set forth in this Section 4(a) (as modified by Section 1 above). If your CIC Termination occurs within the one month before any Change in Control (including a Parent CIC and/or Company CIC), each Equity Award that you hold shall receive Full Acceleration, as of immediately prior to the Closing or on such other date as the Committee may determine, such date being no later than the Closing. If necessary to give effect to this Section 4(b), upon your Involuntary Termination, all of the Equity Awards you hold as of immediately prior to your Involuntary Termination shall remain outstanding after your Involuntary Termination for at least until the earlier of # one month after your Involuntary Termination or # the Closing, if sooner. If the Change in Control is a Company CIC that is not also a Parent CIC and your CIC Termination has not occurred prior to such Company CIC, each Replacement Equity Award that you hold will receive the treatment described in [Section 3(a)(2)] of the Plan.

Equity Acceleration Notwithstanding anything to the contrary set forth in the Company’s 2014 Equity Incentive Plan or 2018 Inducement Plan, any other equity incentive plans or any award agreement, effective as of Employee’s employment Separation from Service date that occurs during the Change in Control Period, the vesting and exercisability of all unvested time-based vesting equity awards then held by Employee shall accelerate such that all shares become immediately vested and exercisable, if applicable, by Employee upon such Separation from Service and shall remain exercisable, if applicable, following Employee’s Separation from Service as set forth in the applicable equity award documents. With respect to any performance-based vesting equity award, such award shall continue to be governed in all respects by the terms of the applicable equity award documents.