Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non-Employee Director’s termination of service.

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non- Employee Director’s termination of service.

In lieu of receiving cash retainers as provided herein, a Non-Employee Director may elect (the “Retainer Election”) to receive his or her annual cash retainers under Section I in the form of # 100% cash, # 100% stock options, # 100% restricted stock awards, # 100% restricted stock units, # 50% stock options and 50% restricted stock awards or # 50% stock options and 50% restricted stock units (the “Retainer Equity Grant”). The number of options granted will be calculated using # a grant-date stock price equal to the 45-trading day trailing average at the closing on the grant date and # the applicable Black-Scholes ratio. The number of restricted stock awards or restricted stock units granted will be calculated using a grant-date stock price equal to the 45-trading day trailing average at the closing on the grant date. The stock options, restricted stock awards or restricted stock units, as applicable, subject to the Retainer Equity Grant shall vest in accordance with the Annual Vesting Schedule, subject to such Non-Employee Director’s continued service on the Board through such vesting date. All Retainer Equity Grants shall be made to Non-Employee Directors who are elected or re-elected at the Company’s annual stockholder meeting on the date of such annual meeting. If a Non-Employee Director is first elected to the Board other than on the date of the annual stockholder meeting, such Non-Employee Director shall receive the Retainer Equity Grant as of the date of first being appointed to the Board that will be prorated based on the number of days remaining between his or her election and the next anticipated annual stockholder meeting. Such Non-Employee Director’s stock options, restricted stock awards or restricted stock units, as applicable, shall vest with respect to a pro-rated portion of the Retainer Equity Grant on the first vesting date following the date such Non-Employee Director joins the Board (based on the time served before such vesting date) and thereafter in accordance with the Annual Vesting Schedule as if such Director had been serving on the Board from the applicable annual meeting, subject to such Non-Employee Director’s continued service on the Board through such vesting date.

Form. The annual retainers shall be paid in the form of cash; provided that the Board may, in its discretion, permit a Non-Employee Director to elect to receive any portion of the annual retainer in the form of shares of common stock of the Company (“Common Stock”) in lieu of cash. If such an election is permitted by the Board and made by a Non-Employee Director, the number of shares of Common Stock to be paid shall be determined by dividing the portion of the annual retainer payable in the form of Common Stock by the Fair Market Value (as defined in the Company’s 2016 Incentive Award Plan or any other applicable Company equity plan then maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”)) per share of Common Stock on the date the retainer is payable. Shares issued in lieu of cash shall be fully vested and unrestricted shares of Common Stock. Any election by a Non-Employee Director to receive a portion of the annual retainer in shares of Common Stock must be made prior to the applicable payment date for such portion of the annual retainer and pursuant to an election form to be provided by the Company. An election must comply with all rules established from time to time by the Board, including the Company’s Insider Trading Compliance Policy. A Non-Employee Director may not make an election pursuant to this Section 1(c)(ii) during a Company blackout period or when the Non-Employee Director is otherwise in possession of material non-public information.

Payment of Retainers. The annual retainers described in Section 1(a) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifth business day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(a), for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such positions, as applicable. Non-Employee Directors may elect to receive vested shares of common stock in lieu of the foregoing retainers on the date on which such retainers would otherwise have been paid in cash in accordance with the terms and conditions of the Company’s 2012 Equity Incentive Award Plan (as amended from time to time, the “Equity Plan”).

The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, subject to each Non-Employee Director’s written election pursuant to the requirements set forth in this paragraph, in the form of fully vested shares of Common Stock on the same date the cash retainer would otherwise have been paid. Such shares of Common Stock shall be issued under # the 2018 Plan based on the Fair Market Value (as defined in the 2018 Plan) for retainers paid for 2018 service and # the Market Value Stock Plan based on the Market Value (as defined in the Market Value Stock Plan) for retainers paid for service in and after 2019; provided, however, that, in connection with the adoption of the Market Value Stock Plan by the Board effective October 1, 2018, any Non-Employee Director may, no later than December 1, 2018, elect in writing to receive shares of Common Stock under the Market Value Stock Plan for retainers paid for service in the quarter ending December 31, 2018 (each, a “Special Election”).

The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director’s election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2011 Plan based on the fair market value of the Common Stock (as determined in accordance with the 2011 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock will be applied to each quarter’s payment during the calendar year of such election.

Annual Equity Award. Each Non-Employee Director shall be entitled to an annual grant of Restricted Stock Units under the Plan covering shares of Common Stock with a grant date Fair Market Value of $130,000 (the “Annual Equity Award”). The Annual Equity Award shall be granted as of the next business day after the date of the Company’s annual stockholders meeting, without any requirement of additional Board action in connection therewith, and will vest on the first to occur of # date of the Company’s next regular annual stockholders meeting in the year following the year of grant, # the date of the Non-Employee Director’s Separation from Service due to death or Disability, or # the date of a Change in Control, subject to continued service as a Non-Employee Director through the applicable vesting date. Any Annual Equity Award that does not vest on or prior to the date of the Non-Employee Director’s Separation from Service shall be immediately forfeited. The Restricted Stock Units shall be granted pursuant and subject to the terms set forth in the written agreement previously approved by the Board and duly executed by an executive officer of the Company. Unless a deferral election is made as provided below, the Restricted Stock Units will be distributed in actual shares of Common Stock, or, at the Company’s election, cash, in either case promptly (within 30 days) upon vesting.

The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, subject to each Non-Employee Director’s written election pursuant to the requirements set forth in this paragraph, in the form of fully vested shares of Common Stock on the same date the cash retainer would otherwise have been paid. Such shares of Common Stock shall be issued under # the 2018 Plan based on the Fair Market Value (as defined in the 2018 Plan) for retainers paid for 2018 service and # the Market Value Stock Plan based on the Market Value (as defined in the Market Value Stock Plan) for retainers paid for service in and after 2019; provided, however, that, in connection with the adoption of the Market Value Stock Plan by the Board effective October 1, 2018, any Non-Employee Director may, no later than December 1, 2018, elect in writing to receive shares of Common Stock under the Market Value Stock Plan for retainers paid for service in the quarter ending December 31, 2018 (each, a “Special Election”).

the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable. A director may elect, at his or her option by delivering an election form no later than the 60th day of a calendar quarter, to receive the payment of all or a portion of the Non-Employee Director’s aggregate annual retainer in shares of fully vested common stock issued under the Equity Plan with such election remaining in place unless changed by the Non-Employee Director (the “Stock Payment”). The number of shares shall be calculated by dividing # the percentage of the quarterly portion of the annual retainer elected to be received as a Stock Payment (denominated in dollars) by # the per share Fair Market Value (as defined in the Equity Plan) of the Company’s common stock on the last trading day of the applicable fiscal quarter, rounded down to the next whole number of shares. The Stock Payment shall be made on the same date the Company makes the cash payment of the annual retainers.