EQUITY. You were granted options to purchase shares of the Company’s common stock, pursuant to the Company’s 2012 Equity Incentive Plan (the “Plan”). Except as specifically provided with respect to accelerated vesting under certain conditions set forth in Section 1(e) above and with respect to an extended exercise period under certain conditions set forth in Section 3(c) above, vesting will cease as of the Separation Date and, your rights to exercise any vested options shall be as set forth in the applicable stock option grant notice, stock option agreement, and/or the Plan and your options shall continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan.

Stock Options. You were granted an option to purchase shares of the Company’s common stock, pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”). Under the terms of the Plan and your stock option grant agreement, vesting will cease as of the Separation Date; however, you will have up to six (6) months following your Separation Date to exercise any vested options. In all other respects, your options shall continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan.

Equity Grants. If you have received a grant of equity from the Company, you acknowledge and agree that from and after the Separation Date, all vesting of any equity grant under any equity plan (of whatever name or kind, including, without limitation, any stock option plan or plan relating to restricted stock units) that you participated in or were eligible to participate in during your employment with the Company will terminate, except for the grant of equity issued under the Restricted Stock Unit Agreement between the Company and you dated as of the date of this Agreement, which equity grant will vest as specified in such agreement. If you have received a grant of stock options from the Company, you further acknowledge and agree that you are entitled to exercise only those stock options that have vested as of the Separation Date, and only in accordance with the terms and conditions of the applicable Company plan, including those provisions regarding the time in which you must exercise vested options.

Equity. Except as provided in Section 3 below, nothing herein shall amend or supersede the Company’s 2018 Equity Incentive Plan, the Company’s 2011 Equity Incentive Plan and the Company’s 2002 Equity Incentive Plan, as restated and amended, or any grants of options or restricted stock provided to Employee, if any, thereunder (collectively, the “Equity Agreement”). Employee will be entitled to exercise only those stock options granted under the Equity Agreement that are vested as of the Separation Date (“Vested Options”) as detailed in the Equity Ownership Report attached hereto as [Exhibit A], and only in accordance with the terms and conditions of the applicable Equity Agreement. Any stock options that are unvested as of the Separation Date will revert to the Company on the Separation Date. Employee acknowledges and agrees that he/she does not now, and will not in the future, have rights to vest in any other stock options or equity under any stock option or other equity plan (of whatever name or kind) that Employee participated in, or was eligible to participate in, during his/her employment with the Company.

Stock Options; Restricted Stock Unit Award. You were granted options to purchase shares of the Company’s common stock, pursuant to the Company’s 2012 Equity Incentive Plan (the “Plan”). Under the terms of the Plan and your stock option grant, vesting will cease as of the Separation Date and your rights to exercise any vested options shall be as set forth in the applicable stock option grant notice, stock option agreement, and/or the Plan; provided, however, if you timely sign this Agreement and allow the releases set forth herein to become effective, the post-termination exercise period for your options shall be extended to the close of business Pacific time (5:00 p.m.) on January 17, 2020. Your options shall otherwise continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan. Your restricted stock unit award, also granted under the Plan, lapses in full as of the Separation Date and is not subject to any acceleration of vesting under this Agreement or otherwise.

Stock Options. Vesting of your outstanding stock options will cease on the Separation Date and any unvested equity interests shall terminate on that date. However, as an additional benefit under your Employment Agreement, the Company will accelerate the vesting of the option granted to you pursuant to the Employment Agreement (the “Option”) such that, as of the Separation Date, 50% of the unvested shares subject to the Option will be deemed vested and exercisable. In addition, the Board will amend your Option to extend your exercise period for of vested portion of your Option to a total of twelve (12) months following the Separation Date. Except as otherwise expressly provided herein, your equity interests will continue to be governed in all respects by the terms of your operative agreements with the Company and the applicable equity plan.

You further acknowledge and agree that, as of the Separation Date, # 160,000 options to purchase shares of the Company’s common stock that were granted to you on February 4, 2015 under the Company’s 2015 Inducement Plan with an exercise price of $24.07 per share, # 48,000 options to purchase shares of the Company’s common stock that were granted to you on February 4, 2016 under the Company’s 2015 Equity Incentive Plan with an exercise price of $14.05 per share and # 31,250 options to purchase shares of the Company’s common stock that were granted to you on February 2, 2017 under the Company’s 2015 Equity Incentive Plan with an exercise price of $15.10 per share will be vested and exercisable (the “Vested Options”). You further acknowledge and agree that, pursuant to the terms of the Equity Documents, you may exercise the Vested Options until the date that is three (3) months following the Separation Date, subject to your continued compliance with the Continuing Obligations through such date. If you do not exercise the Vested Options by the end of the applicable three (3)-month window, the Vested Options will automatically terminate for no consideration.

To the extent applicable, the terms and conditions of the Company’s 2015 Equity Incentive Award Plan (the “Stock Plan”) and any agreements executed by you pursuant thereto (the “Stock Agreements”) are expressly incorporated by reference and shall survive the signing of this Agreement. As of the Separation Date, you may be vested in options to purchase a specific total of options, pursuant to the terms of the Stock Plan and Stock Agreements. Following the Separation Date, you shall not have any right to vest in any additional stock or stock options under the Stock Plan, Stock Agreements or any other Company equity, stock or stock option plan (of whatever name or kind) that you may have participated in or were eligible to participate in during your employment.

Equity. You acknowledge and agree that the Company previously granted you the following stock options to purchase shares of the Company’s Common Stock pursuant to the Company’s 2014 Stock Plan (which plan was amended, restated and renamed as the 2019 Equity Incentive Plan, the “Plan”), which stock options are outstanding as of the date of this Agreement: # on June 2, 2017, the Company granted you an option to purchase 18,382 shares (as adjusted to reflect the reverse 1 for 0.367647 stock split effected April 25, 2019, the “Reverse Stock Split”), of which 13,020 shares will be vested as of your Final Day, # on January 11, 2018, the Company granted you an option to purchase 18,382 shares (as adjusted to reflect the Reverse Stock Split), of which 11,871 shares will be vested as of your Final Day, # on August 15, 2019, the Company granted you an option to purchase 75,000 shares, of which 25,000 shares will be vested as of your Final Day, and # on February 6, 2020, the Company granted you an option to purchase 100,000 shares, of which 4,166 shares will be vested as of your Final Day (the vested shares subject to such options are referred to herein as, the “Vested Options”). The Vested Options, as well as any shares acquired pursuant to the exercise of the Vested Options, will remain subject to the terms and conditions of the applicable stock option agreement, any applicable exercise agreements/notices and the Plan (these equity document are referred to herein as, the “Equity Documents”).

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.