Equity. Subject to the terms of the Company’s then applicable equity incentive plan (“Incentive Plan”) and form of option agreement, and subject to approval by the Board of Directors of the Company at the first regularly scheduled meeting following the Start Date, you will be granted an option to purchase an aggregate of one hundred and fifty thousand (150,000) shares of common stock, at an exercise price per share equal to the Fair Market Value (as defined in the Incentive Plan) of the Common Stock on the date of the grant (such grant date to be the last trading day of the month in which the Board of Directors makes the grant), intended to qualify as an “incentive stock option” to the to the maximum extent allowed under Section 422 of the Internal Revenue Code. The option will vest as to one-fourth (1/4th) of the shares, on the first anniversary of the Start Date, and the remainder will vest at one-forty-eighth (1/48th) per month thereafter. All tax consequences resulting from the grant, vesting, or exercise of the option to or by you, or from the disposition by you of such shares of Common Stock, will be your responsibility. You also will be eligible for annual equity grants at the same time when other executives receive these grants.

Equity. From time to time, subject to and upon the approval by the Board (or a committee thereof), the Company may grant to the Executive equity awards to purchase or receive shares of common stock of the Company (the “Equity Awards”). The Equity Awards will contain such terms and conditions as may be approved by the Board (or a committee thereof).

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.

Equity. Any outstanding unvested equity awards shall continue to vest during the Transition Period and, if the Company terminates the Transition Period without Cause pursuant to Section 1(i) below, then a portion of your outstanding unvested equity awards shall accelerate and vest, at the date of such termination, to the same extent as they would have vested had you remained in service until April 30, 2020, subject to your satisfaction of the conditions for receipt of the Severance Benefits (as set forth below). If you resign your employment during the Transition Period, no amount of unvested equity awards shall be accelerated.

Equity. In addition to the equity awards currently outstanding, Executive will 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 will be determined by the Board of Directors or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

Equity. Each of Participant’s then-outstanding unvested Equity Awards, other than Performance Awards (as defined below), shall accelerate and become vested and exercisable or settled with respect to the Acceleration Multiple (Other than During a Change in Control Period). With respect to awards that would otherwise vest only upon satisfaction of performance criteria (“Performance Awards”), the vesting will accelerate as set forth in the terms of the applicable Performance Award agreement.

Equity. The Executive shall be provided the following equity incentive interests and/or rights to purchase equity interests in Parent:

Equity. Any outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable as if an additional twelve (12) months of vesting had occurred to the then-unvested shares subject to the Equity Award; provided, however, if the performance metric is for a period longer than twelve (12) months, the vesting shall occur if the metric is actually met during the time period indicated in the grant. Equity Awards subject to performance-based vesting criteria as of the date of the Separation shall accelerate and become vested and exercisable as to the number of shares subject to such Equity Award that would have vested if Executive had completed an additional twelve (12) months of service following the date of Separation, provided, however, that the vesting of such performance-based awards shall be as if all applicable performance criteria were achieved at target levels during such 12-month period. Subject to Section 4, the accelerated vesting described above shall be effective as of the Separation.

Equity. On the Commencement Date, the Company shall grant Employee a stock option under its 2017 Equity Incentive Plan to purchase 160,000 shares of the Company's common stock at a per share exercise price equal to the closing price of the common stock on the date of grant. Subject to approval by the Board or the Compensation Committee thereof, the Employee may be eligible to receive additional equity awards on terms to be determined by the Board or the Compensation Committee (as applicable) at the time of any such grant. The determination whether to grant any such equity award(s) to the Employee is in the sole discretion of the Board or the Compensation Committee (as applicable).

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.”