As part of your role as CFO, you are further granted a right to purchase up to 27,000 shares of the Company’s Common Stock. The strike price (“exercise price”) for each grant is the full market value (FMV) on date of issue. The options will vest as follows: 1/3 upon grant and 1/3 on each annual anniversary of the date of the grant. The exercise price for each grant is the full market value (FMV) on date of issue.

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.

This Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

Grant of Seller Options. In accordance with the terms and upon the conditions of this Agreement and the Distribution Agreement, and in consideration for the Buyer Options being granted herein to Buyer by Seller, Buyer hereby grants to Seller:

Annual Grant of Options. Except to the extent that the Board determines otherwise, Options may be granted to Outside Directors under the Plan as follows:

Grant of Non-Qualified Options. The Company irrevocably granted to the Optionee, as a matter of separate agreement and not in lieu of salary or other compensation for services, the right and option to purchase all or any part of ​ shares of authorized but unissued or treasury common stock of the Company (the “Options”) on the terms and conditions herein set forth. This Agreement replaces any stock option agreement or offer letter previously provided to the Optionee, if any, with respect to these Options. The Optionee acknowledges receipt of a copy of the Plan, as amended.

Options. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each Option, including but not limited to: # whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; # the grant date, which may not be any day prior to the date that the Administrator approves the grant; # the number of Shares subject to the Option; # the exercise price, which may not be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; # the terms and conditions of vesting and exercise; and # the term, except that an Option must terminate no later than ten (10) years after the date of grant. In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section 422 except to the extent the Administrator determines otherwise. Except to the extent Administrator determines otherwise, a Participant may exercise an Option in whole or part after the right to exercise the Option has accrued, provided that any partial exercise must be for one hundred (100) Shares or multiples thereof. If an Option that is intended to be an incentive stock option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.

Options. Options granted pursuant to the Plan (“Options”) shall be authorized by action of the Board of Directors of the Company (the “Board” or “Board of Directors”) and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Code or non-statutory Options which are not intended to meet the requirements of [Section 422]. All Options when granted are intended to be non-statutory Options, unless the applicable Option Agreement (as defined in Section 5.1) explicitly states that the Option is intended to be an Incentive Stock Option. The vesting of Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine. The Board may also provide that Options are immediately exercisable subject to certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or events as the Board may determine.

Options. The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

Options. Any stock options that may be granted to the Executive before or during his employment pursuant to this Agreement shall be governed by the terms and provisions comparable to those options granted under the Company’s Stock Option Plan (as such may be amended or discontinued hereafter by Titan, in its discretion). Notwithstanding the foregoing, if # the Employment Term or any Extended Employment Term ends because the Company makes a nonrenewal election thereof under Section 2 hereof; # there is a Termination Without Cause or the Executive resigns as an employee, in either case where it is Termination Without Cause; # the Executive’s employment hereunder terminates because of his death or Disability; or # there is a Change in Control of the Company, then in any such event such options shall become fully exercisable and shall remain exercisable for the remainder of their term.