Equity Awards. During the Transition Period, Executive’s outstanding equity awards, including any options to purchase shares of Company common stock, Company restricted stock units and Company restricted stock, (collectively, “Equity Awards”) shall continue to vest and, if applicable, become exercisable and the restrictions thereupon lapse in accordance with their original vesting schedules. Vesting of Executive’s Equity Awards shall cease effective as of the Separation Date and any unvested shares underlying the Equity Awards as of such date shall automatically terminate. Executive’s rights with respect to the exercise of vested options shall continue to be governed by and subject to the terms and conditions of the related stock option agreement or any other applicable equity plans/agreements under which they were granted.

Equity. Each of Executive’s then outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria subject to the following sentence, shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award. For awards that would otherwise vest only upon satisfaction of performance criteria, the foregoing acceleration shall be based on achievement of performance criteria at target levels, except to the extent otherwise provided in the award agreement evidencing such award. Subject to Section 4, the accelerated vesting described above shall be effective as of the Separation. “Equity Awards” means all options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Executive, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights

Stock Options/Equity Awards. All of the Executive’s stock options, restricted stock or other equity awards shall vest and become immediately exercisable in accordance with the applicable Original Stock Option Award Documents or Original Award Documents, subject to the same conditions as if the Executive had remained employed under this Agreement through the end of the then remaining portion of the Initial Term or the Renewal Term, as applicable. Except as otherwise expressly provided herein, all stock options, restricted stock or other equity awards shall continue to be subject to the Equity Incentive Plan and the applicable Original Stock Option Award Documents or Original Award Documents. All of the Executive’s stock options that were vested and exercisable at the Termination Date, including those that vested pursuant to this [Section 3(e)(iii)], shall remain exercisable in accordance with the applicable Original Stock Option Award Documents until the date that is ninety (90) days following the end of the then remaining portion of the Initial Term or the Renewal Term, as applicable.

Equity Awards. Employee has previously received stock options and restricted stock awards pursuant to the Employment Agreement. Such equity awards shall continue to vest during the Transition Term. However, Employee shall not be eligible for any other stock option or restricted stock awards during the Transition Term.

As to each equity-based award granted by the Company to the Executive that (as of the Severance Date) vests based solely on the Executive’s continued service with the Company, such award, to the extent outstanding and unvested on the Severance Date, shall be fully vested (and, in the case of options and similar awards, exercisable) on the Severance Date. As to each equity-based award granted by the Company to the Executive that is outstanding and subject to performance-based vesting requirements as of the Severance Date, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive will be deemed to have fully satisfied such service-based vesting requirement as of the Severance Date.

Equity Compensation Acceleration. 100% of Executive’s then unvested outstanding stock options, restricted stock units and other Company equity compensation awards, including any equity awards transferred to Executive’s estate planning vehicles (the “Equity Compensation Awards”) shall immediately vest and become exercisable. In the case of equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at target levels. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following Executive’s employment termination for the period prescribed in the respective option and stock appreciation right agreements.

Equity Awards: You will not be entitled to any future equity award grants from the Company. However, your outstanding equity awards consisting of options to purchase Company shares (“Options”), shares of restricted stock units (“RSUs”), and performance stock units (“PSUs”) shall continue to vest during the Transition Period. All Options, RSUs and PSUs held by you that are unvested as of the Separation Date shall terminate and be forfeited as of such date. In addition, as long as you confirm your acceptance of the terms in this letter agreement and you sign the Transition Agreement, all vested Options, RSUs and PSUs held by you as of the Separation Date shall remain exercisable until the date that is 120 days after the Separation Date.

Equity Awards. The unvested portion of the options to purchase Company common stock held by Executive as of the Termination Date shall thereupon terminate. To the extent unexercised, the vested portion of the options to purchase Company common stock held by Executive as of the Termination Date shall remain exercisable through the three-month anniversary of the Termination Date. Any vested options not exercised by the three-month anniversary of the Termination Date shall thereupon terminate.