Equity Compensation. As an inducement to Executive's acceptance of employment, at the first meeting of the Board of Directors following the date on which Executive’s employment commences, Executive shall be granted a non-qualified stock option to purchase 50,000 shares of Company’s Common Stock (the “Common Stock”), at a per share exercise price equal to the fair market value of a share of Common Stock on the date of the grant (the “Option”) which Option shall vest as follows provided that Executive remains in service to the Company: 25% of the shares subject to the Option shall vest on the one-year anniversary on the date of grant and 1/48th of the total number of shares subject to the Option shall vest upon the completion of each month of service to the Company thereafter.

Stock Option. Subject to the approval of the Board or the Compensation Committee of the Board, Executive will be granted an option to purchase 210,000 shares of the Company’s common stock at a price per share equal to the closing trading price of a share of the Company’s common stock on the date of grant or the trading day immediately preceding the date of grant if the date of grant is not a trading day. Twenty-five percent (25%) of the shares subject to the option will vest on the first anniversary of the Effective Date, and the remaining shares subject to the option will vest in substantially equal monthly installments over the next 36 months thereafter, subject to Executive’s continued service to the Company through the applicable vesting date. This option will be subject to the terms and conditions of the Company’s 2022 Employment Inducement Award Plan and a stock option agreement to be entered into between Executive and the Company.

As soon as practicable after the commencement of your employment, we will recommend to the Board of Directors of the Company that you be granted an option (the “Option”) to purchase 495,000 shares of Common Stock of the Company (the “Shares) at an exercise price equal to the fair market value per share of Common Stock on the date the Option is granted. Subject to your continued employment with the Company, the Option will vest over four years from your employment start date, with 25% of the shares subject to the Option vesting on the first anniversary and the remaining shares vesting monthly thereafter. The Option will be subject to the terms and conditions of the Company’s 2011 Equity Incentive Plan, as amended (the “Equity Plan”), and Stock Option Agreement thereunder. The Option will fully accelerate if you experience a qualifying termination of employment within twelve months following a Change in Control, as defined in the Equity Plan, with the specific terms of such acceleration provision to be set forth in your Stock Option Agreement.

Equity. In consideration for his employment and subject to the approval of the Board, the Company will recommend to its current Board that the Executive be granted a 10-year stock option to purchase up to 560,000 shares of Company’s common stock (the “Shares”) pursuant to the Company’s Second Amended and Restated 2014 Employee, Director and Consultant Equity Incentive Plan as amended from time to time by the Company (the “Plan”), subject to the approval of the Board. The Shares will be granted pursuant to a form of option agreement previously approved by the Board. The options will vest in 3 equal annual installments on the anniversary of the grant date. Sixty (60) percent of those options will have a strike price of the current share price on the later of the day you join the company or the date of grant, and the remaining forty (40) percent will have a strike price of $1.75 per share.

As additional compensation, and subject to approval by the Board, you will be granted an option as an inducement award pursuant Nasdaq Listing Rule 55635(c)(4), to purchase 1,884,838 shares of Company common stock with an exercise price equal to the fair market value of the Company’s stock on the date of grant (the “Option”). The grant of the Option will also be subject to the approval of the Company’s stockholders, to the extent required by applicable law. The shares subject to the Option will vest over a 48 month period with 25% vesting on the one year anniversary of your commencing employment as Chief Executive Officer under this Offer Letter and the balance in monthly installments thereafter, subject to your continued service through the applicable vesting date.

Stock Options. The Executive shall be granted stock options under the Company’s 2011 Equity Incentive Plan entitling him to purchase 300,000 shares of common stock of the Company at an exercise price calculated as the closing price of the Company’s common stock on the Closing Date, as such term is defined in the Purchase Agreement (to which this Agreement is an exhibit), which options shall vest 40% after 24 months and thereafter the remaining 60% in equal monthly installments over the following 36 months, pursuant to a customary stock option agreement that will contain the terms pertaining to the stock options set forth in this [Section 3(b)], which the Executive and the Company shall enter into within ten (10) business days after this Agreement is executed by both of the parties.

If you decide to join us, it will be recommended at the first meeting of the Company’s Board of Directors following your start date that the Company grants you an incentive option to purchase 852,069 shares of the Company’s common stock (the “Option”). Subject to Company’s Board of Directors’ approval, you will be granted such stock option in accordance with the Company’s 2011 Equity Incentive Plan (the “Plan”) and related option documents. You will be required to sign the applicable Stock Option agreement (“the Agreement”) and the options will be subject to the terms and conditions of the Plan and the Agreement. The exercise price per share will be equal to the fair market value per share on the date the Option is granted, as determined by the Company’s Board of Directors. Twenty-five (25%) of the shares subject to the Option shall vest upon completion of a twelve month employment at the Company and the remaining shares subject to the Option shall vest in equal monthly installments over the next thirty-six months subject to your continued service with the Company through each vesting date, as described in the applicable option agreement. No right to any equity is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continued vesting or employment.

Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.

Company’s Common Stock (the “Option”). The exercise price per share of the Option will be determined by the Board of Directors or the Compensation Committee when the Option is granted. The Option will be subject to the terms and conditions applicable to options granted under the Company’s 2013 Equity Incentive Plan (the “Plan”) and the applicable Stock Option Agreement. You will vest in 25% of the Option shares after 12 months of continuous service with the Company, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement.

Stock Options. You will also be granted a non-qualified stock option to purchase a number of shares of the common stock of the Company equal to 0.65% of the Company’s fully-diluted common stock. The exercise price per share will be equal to the fair market value per share on the grant date of such options by the Compensation Committee of the Board of Directors. You will vest in 25% of the option shares on the first anniversary of the commencement of employment and 1/36th of the option shares each month thereafter. The terms and conditions of the options will be more fully described in the Company’s Amended and Restated 2003 Stock Incentive Plan and Stock Option Agreement to be provided to you.