Equity Incentive Award. On the Effective Date, the Company will issue five million (5,000,000) restricted shares of common stock of the Company to Executive as a signing bonus in consideration of the Executive’s entering into this Agreement. In addition, during the Employment Period, Executive shall be eligible to participate in all Stock Incentive Plans, policies and programs put in place by the Company.

Equity Award Acceleration. Upon a Change in Control (as that or a substantially similar term is defined in the Plan), the vesting of all stock options, restricted stock, and other Equity Awards shall continue to be governed under the terms of such Equity Awards.

Onboarding Equity Award. On or as soon as practicable after the Employment Date, Employee shall be granted an equity award under the Company’s Stock Award Plan having an aggregate value of $435,750 and consisting of # 50% time-vested restricted stock and # 50% performance-vested restricted units. The foregoing award shall contain terms substantially similar to the annual equity awards provided to executives under the LTIP in February 2018 for performance during 2017.

Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following the date of each such annual meeting, a restricted share unit award with a grant date value equal to $150,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following the grant date.

Form of Equity Award. The equity award shall be made in the form of restricted share units (“RSUs”), provided, however, that it may be made in the form of time-based options upon notification by management to the Compensation Committee of the lack of RSU availability under the 2012 Plan (as defined below).

Deferral of Equity Award. Payment of the Annual Equity Award or any Pro-Rated Award will be deferred until the Non-Employee Director’s separation from service, in accordance with the terms of the Deferred Fee Plan, unless otherwise required by applicable laws.

During the Term for so long as the Executive is serving as the Executive Chairman, Executive will be eligible to receive an annual equity incentive award representing up to 100,000 shares of the Company’s common stock (the “Performance Equity Award”) granted under Equity Incentive Plan, the vesting of which shall be based on the Company’s performance over a three-year performance period and shall be subject to the other terms and conditions as set forth in this Section 3(c) and in any applicable award agreement pursuant to the Equity Incentive Plan.

Sign-On Equity Award. Subject to Executive’s commencing employment with the Company on the Start Date, the Company shall grant to Executive on the Start Date a one-time sign-on equity award, consisting of the following:

S. Person: "United States Person" as defined in Section 7701(a)(30) of the Code.

S. Tax Compliance Certificate: as defined in [Section 5.9.2(b)(iii)].