(A)“Common Stock” means # the Company’s shares of common stock, ​ par value per share, and # any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below in paragraphs 3(a) and 3(b) shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to an award agreement in substantially the same form approved by the Board prior to the grant date, setting forth the terms of the award, consistent with the Equity Plan. For purposes of this [Section 3], the number of shares subject to any restricted share unit award will be determined by dividing the grant date dollar value specified under [[subsection (a) or (b)])]])] hereof by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant.

Equity Compensation. During the Employment Term, Executive will be eligible to be granted additional equity awards to purchase shares of the Company’s common stock (the “Equity Awards”) under (and therefore subject to all terms and conditions of) plans or programs as the Company may from time to time adopt (the “Equity Documents”). The size and type of Equity Award, and the terms and conditions applicable thereto, will be determined by the Committee, in its discretion and under the Equity Documents pursuant to which the applicable Equity Award is granted.

Equity Holdback. During the Term, Executive shall be required to own Company stock in an aggregate then-current fair market value equal to Executive’s then-current Base Salary multiplied by two (the “Ownership Level”).

Equity Plan. Your unvested equity awards under the Equity Plan will continue to vest through the Termination Date in accordance with the terms of the Equity Plan and any applicable award agreements. In accordance with our Equity Plan, your termination will be deemed to be a retirement. .

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to [Section 2] of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

Equity Grant. Effective as of your Start Date, the Company will issue you 3,892,415 options to purchase a fixed number of shares of the Company’s common stock, ​ par value per share (the “Common Stock”), representing 4.0% of the total number of shares of the Company’s capital stock outstanding as of your Start Date, on an as-converted to Common Stock basis, including for purposes of this calculation the exercise of all options and warrants, including any shares issuable pursuant to existing option agreements or other instruments such as promissory notes, and the conversion of convertible securities outstanding as of the Start Date. This option grant will have an exercise price equal to the fair market value of the Common Stock on the Start Date (as determined by the Board or Compensation Committee) and, to the extent permitted under tax law, will be comprised of incentive stock options under ​

All Claims for any other compensation, including but not limited to front pay, back pay, bonus, fringe benefits, vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, and grants of stock, stock options, and other equity awards or equity-based awards;

any outstanding equity grants will immediately vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of 6 months following the Date of Termination in accordance with any such equity grant’s vesting schedule, and you shall have 90 days from the Date of Termination to exercise vested equity grants.

The Board may also approve other equity grants to Non-Employee Directors under the Plan.