Grant of Stock Options. In recognition of Employee’s importance and value to the Company and as an additional inducement for Employee to enter into this Agreement, but subject in all respects to the terms and conditions of this Agreement, including, without limitation, the vesting/exercisability schedule set forth below, and the Company’s 2014 Stock Incentive Plan (the “Plan”) and the Company’s form of Stock Option Agreement, the Company hereby grants to Employee on the later of the Effective Date or the date that this Agreement has been signed by the Employee and the Company (the “Option Grant Date”), stock options to purchase 125,000 shares (the “Options”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). With respect to the Options that first become exercisable in each of 2018, 2019, and 2020, those Options of which the aggregate exercise price is up to but not more than $100,000 shall be incentive stock options under the Plan and within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and the remainder of the Options that become exercisable in that year shall be non-qualified stock options under the Plan. In other words, of the 41,666 Options that first become exercisable in 2018, that portion of those Options whose aggregate exercise price is not more than $100,000 (for example, 14,285 Options if their exercise price is $7.00 each) shall be incentive stock options. Resales of shares of common stock underlying all the Options will be covered by the Company’s registration statement on Form S-8. The price per share of the Options shall be equal to the Fair Market Value (as that term is defined below) of the Common Stock on the Option Grant Date. For purposes of this Agreement, the term “Fair Market Value” shall mean the Volume Weighted Average Traded Price (as defined below) of the Common Stock on the Option Grant Date on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”). Subject to the terms and conditions of this Agreement, 41,666, 41,667, and 41,667 of the Options shall become exercisable on the first, second, and third anniversaries, respectively, of the Option Grant Date, and all the Options will expire on the seventh anniversary of the Option Grant Date unless exercised prior to that date. As used in this Agreement, the term “Volume Weighted Average Traded Price” shall mean, for a given day, the sum of sale prices for all shares traded during that day, divided by the total aggregate number of shares traded during that day.

As soon as reasonably practicable following the date of this Agreement, the Company’s Stock Option Committee shall grant to Employee non-qualified options (the “Stock Options”) to purchase 7,500 shares of common stock of the Company, par value $0.05 per share (the “Common Stock”), exercisable at an exercise price equal to the fair market value of the shares of Common Stock of the Company on the date of grant, pursuant to the Company’s 2012 Stock Option Plan, as amended (the “Plan”).. The Stock Options will # have a ten-year term, including for the maximum period after any termination of Employee’s employment by the Company permitted under the Plan, and # become exercisable one-third on each of the first, second and third anniversaries of the date of grant; provided, however, such vesting shall be accelerated by 12 months upon the occurrence of a Change in Control (as defined below) and shall contain a cashless exercise provision. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have taken place # if as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Company within twelve months before such transaction shall cease to constitute a majority of the Board of the Company of any successor entity; # the consummation of a merger or consolidation of the Company, with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the contributing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned beneficially by persons other than the shareholders who owned beneficially more than 50% of the combined voting power of the Company’s securities immediately prior to such merger, consolidation or other reorganization; # the sale, transfer of other disposition of all or substantially all of the Company’s assets.

Grant of Stock Options. On the Date of Hire, the Company will grant Employee non-qualified options to purchase 310,000 shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), pursuant to the form of stock option agreement attached as [Exhibit A] to this Agreement, with the grant price set at the fair market value on the date of grant and subject to vesting in three equal annual installments (the “2015 Option Agreement”).

Stock Options. On the Effective Date, the Company shall grant to the Employee five year options in the Company’s customary form (the “Options”) subject to the Company’s 2014 Incentive Stock Plan (the “Plan”), exercisable (when vested) to purchase for cash or by cashless exercise up to 200,000 shares of Company Common Stock at a price equal to the closing price of such shares on the date of this Agreement, vesting, provided the Employee is still employed by the Company, as follows: # 50,000 shares on the Effective Date, # 50,000 shares on December 31, 2015, and # 50,000 shares on December 31, 2016, and # 50,000 shares on December 31, 2017; provided that 75,000 of the Options (consisting of 50,000 Options vesting on December 31, 2017 and 25,000 Options vesting on December 31, 2016) are granted subject to stockholder approval of the Company’s proposed increase in the Plan, submitted for approval at the March 10, 2015 Annual Meeting of Stockholders of the Company.

As compensation for your services to the Company, the Company will, subject to the approval of the Board, grant you a nonstatutory stock option entitling you to purchase 109,775 (0.75% of 14,636,189 diluted shares) shares of common stock of the Company (the “Option”). The exercise price per share will be equal to the fair market value of the Company’s common stock on the date of grant, as determined by the Board. The Option shall vest and become exercisable as to 25% of the shares subject to the Option on the first anniversary of your vesting commencement date and as to 1/48th of the shares each month thereafter, subject to your continued service on such dates, such that all shares subject to the Option shall be fully vested after 4 years. Notwithstanding the foregoing, in the event of a change of control (to be defined in the Option Agreement) of the Company, 100% of the shares subject to your option shall automatically vest and become immediately exercisable. The Option shall be subject to the terms and conditions of the Company’s Stock Plan (the “Plan”) and a stock option agreement (the “Option Agreement”) to be executed by you and the Company, both of which are incorporated herein by reference. No right to any stock is earned or accrued until such time that vesting occurs, nor will the grant confer any right to continued vesting or to remain on the Board.