Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to [Section 15(c)] of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

In this Agreement, unless the context otherwise requires, references to:

references to clauses are to the clauses of this Agreement;

"Qualifying Lender" means:

unless the context otherwise requires, all references to a particular Section, paragraph or Schedule shall be a reference to that Section, paragraph or Schedule in or to this Agreement as it may be amended from time to time;

This award is made under the ​ 2019 Incentive Compensation Plan (the “Plan”), and is subject to the terms, conditions, limitations and restrictions contained in or established pursuant to the Plan, the Agreement, all requirements of applicable law and, if applicable, the ​ Clawback Policy. Capitalized terms used in this Notice of Grant that are not defined in this Notice of Grant have the meanings as used or defined in the Agreement.

Plan Incorporated by Reference. Notwithstanding anything to the contrary in this Agreement, this grant of Restricted Stock Units is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference.

Adjustments. The terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in Section 12 of the Plan.

Terms of this Amendment. Landlord and Tenant acknowledge and agree that the economic terms set forth in Paragraphs 2, 3 and 4 of this Amendment shall not be construed as an admission by either Landlord or Tenant of the fair market rental value for the Additional Premises. Landlord and Tenant also agree that Landlord and Tenant will not disclose the economic terms set forth in Paragraphs 2, 3 and 4 of this Amendment in any arbitration or similar proceeding to determine the fair market rental value of the Existing Premises or any portion thereof. Landlord’s or Tenant’s submission of this Amendment with the economic terms set forth in Paragraphs 2, 3 and 4 hereof redacted shall not be deemed a violation of the foregoing covenant.

Plan Terms Control. In the event of a conflict between the terms and conditions of any Award Agreement and the terms and conditions of this Plan, the terms and conditions of this Plan shall prevail. In the event of a conflict between the terms and conditions of any Award Agreement or this Plan and the terms and conditions of the Stock Incentive Plan, the terms and conditions of the Stock Incentive Plan shall prevail.