Equity. As a material inducement to accept the Company’s offer of employment, the Company will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, an option to purchase 185,000 shares of common stock of the Company (the “New Hire Stock Option”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the Effective Date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement. The New Hire Stock Option and any subsequently granted equity or stock-based awards under the Company’s equity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as the “Equity Awards.”

As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement.

Equity. As a material inducement to accept the Company’s offer of employment, the Company will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, # an option to purchase 100,000 shares of common stock of the Company (the “New Hire Stock Option”) and # a restricted stock unit award for 45,000 shares of common stock of the Company (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Equity Awards will be granted to the Executive under the Company’s 2020 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Equity Awards will have the following terms:

Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement.

Equity. As a material inducement to accept the Company’s offer of employment, the Company will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, # an option to purchase 165,000 shares of common stock of the Company (the “New Hire Stock Option”) and # a restricted stock unit award for 12,000 shares of common stock of the Company with time-based vesting (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms:

You will be eligible to participate in the Company’s equity program, subject to approval by the Board or compensation committee. As material inducement entering into this Agreement and becoming an employee of the Company, and subject to approval by the board of directors or compensation committee, the Company will grant you an option to purchase 120,000 shares of the Company’s common stock (“New Hire Award”). To the extent allowable by applicable law, the New Hire Award shall vest over four years, with twenty-five percent vesting on the one-year anniversary of the Start Date and the remaining shares vesting in thirty-six equal monthly instalments following the one-year anniversary of the Start Date, subject to your ongoing employment by the Company and the terms and conditions of the relevant award agreement. To the extent allowable by applicable law, the New Hire Grant shall be granted in the form of a non-qualified stock option as an inducement grant consistent with the requirements of NASDAQ Stock Market Rule 5635(c)(4) instead of pursuant to the Company’s existing equity plan. The New Hire Award will be governed by the terms and conditions of an award agreement.

Equity. As a material inducement to the Executive joining the Company, on the Start Date, the Company shall award Executive an inducement stock option to purchase 75,000 shares of the Company’s common stock, subject to approval by the Board or an authorized delegate thereof (the “Inducement Option Grant”). The Inducement Option Grant will be subject to the terms and conditions of the Company’s 2019 Inducement Equity Incentive Plan, as amended, and the applicable option agreement between the Executive and the Company entered into pursuant thereto. The Inducement OptionGrant is intended as an inducement grant under Nasdaq Rule 5635(c)(4) and will not qualify as an incentive stock option. The exercise price of the stock options subject to the Inducement Option Grant shall be the closing price of the Company’s common stock on the Nasdaq Stock Market on the Start Date. The Inducement Option Grant shall be evidenced in writing by, and subject to the terms of, a Company stock option agreement which shall specify vesting over four (4) years, 25% on the first anniversary of the Start Date with the balance to vest in equal monthly installments over the following 36 months, and exercise of vested options for up to ten (10) years except as otherwise provided in the stock option agreement. Commencing in fiscal year 2022, Executive shall be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with Executive’s position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award shall be determined by the Board or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

Equity Compensation. As an inducement to your employment with the Company, subject to final approval by the Board or a committee thereof, of the Company will grant to the Executive following the Effective Date a non-qualified stock option to purchase up to 255,212 shares of the Company’s common stock (the “Inducement Award”). The exercise price or purchase price per share of the Inducement Award will be equal to the fair market value of the Company’s common stock on the date of grant. The shares underlying the Inducement Award will be subject to a four-year vesting schedule with 25% of the shares subject to each award vesting on the one year anniversary of the first day of the month immediately following the Effective Date and the remainder vesting ratably on a monthly basis over the following 36 months, subject to continued employment as of each such vesting date. The Equity Award will be subject to the terms of the Company’s 2021 Inducement Equity Grant Plan (the “Inducement Plan”) and the equity award agreement between the Executive and the Company, which shall govern.

Equity. Subject to approval by the Board, the Company shall grant the Executive an option to purchase 123,800 shares of the Company’s common stock (the “New Hire Time–Based Option Award”). The exercise price per share of the New Hire Time–based Option Award will be the fair market value as determined by the Board when the New Hire Time–based Option Award is granted. The New Hire Time–Based Option Award will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2018 Stock Option and Incentive Plan (the “Plan” and, collectively, with any stock option award agreement, as amended, the “Equity Documents”). The New Hire Time–Based Option Award shall become vested and exercisable over a four-year period, with 25% of the Initial Option Award vesting 12 months after the Effective Date and the remaining 75% vesting in equal monthly installments over the 36 months thereafter, contingent upon the Executive remaining in continuous employment with the Company through each applicable vesting date.

Grant of Stock Option. As an inducement to Executive’s employment with the Company and subject to the approval of the Board or the compensation committee of the Board, approximately upon the Start Date Executive will be issued a non-qualified stock option to purchase 230,000 shares of the Company’s common stock (the “Option”). The Option will be evidenced by and subject to the terms of an inducement stock option agreement (the “Inducement Award”). Subject to the terms and conditions of the Inducement Award, the Option will have a term of ten (10) years from the Option’s grant date. The exercise price per share of the Option will be equal to the per share fair market value of the Company’s common stock on the date the Option is granted, as determined by the Board. The vesting schedule of the Option will be as follows: twenty-five percent (25%) of the shares of the Company’s common stock subject to the Option will vest upon the one year anniversary of the Start Date, and one thirty-sixth (1/36th) of the remaining shares of the Company’s common stock subject to the Option will vest each month thereafter on the last day of each month, so long as Executive remains an employee, consultant, director or officer of the Company, and subject to the terms and conditions of the Inducement Award.