Initial Award. Each individual who first becomes an Outside Director following the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Date will automatically be granted an Award (the “Initial Award”), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of $80,000 multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of $20,000. The Initial Award will be comprised solely of Nonstatutory Stock Options.

Initial Award. Each individual who is first elected or appointed as an Outside Director after the effective date of this Policy, will automatically be granted, on the date of such initial election or appointment, an Award (“Initial Award”) of # deferred stock units payable in shares of Common Stock of the Company upon settlement (i.e. the earliest to occur of a Change in Control or # for awards granted prior to the 2019 Annual Stockholders meeting, one year following an Outside Director’s termination of services from the Board or # for awards granted after the 2019 Annual Stockholders meeting, three months following an Outside Directors termination of services from the Board or six months following termination of services from the Board if such director is considered a specified employee under 409A of the Internal Revenue Code (each such deferred stock unit, a “Deferred Stock Unit”) or # if timely elected, restricted stock units payable in shares of Common Stock of the Company upon settlement (i.e. the earliest to occur of a Change in Control or vesting) (each such unit, a “Restricted Stock Unit”) with an aggregate Fair Market Value of $150,000 pro-rated based on the Date of Grant by multiplying $150,000 by (365-number of days since Annual Stockholders meeting)/365.

Subject to approval of the Committee or the Board, on or as soon as reasonably practicable following July 15, 2022, the Company shall grant to the Executive equity-based compensation awards with an aggregate value equal to $1,250,000. Of such amount, $610,000 will be granted in the form of a restricted stock unit award (the “RSU Award”) and the remaining $640,000 shall be granted in the form of performance restricted stock unit award (the “PSU Award” and, together with the RSU Award, the “Award”), in each case, subject to the Executive’s continued employment through the applicable grant date.

Initial Award. Each individual who is first elected or appointed as an Outside Director after the effective date of this Policy, will automatically be granted, on the date of such initial election or appointment, an Award (“Initial Award”) of # deferred stock units payable in shares of Common Stock of the Company upon settlement (i.e. the earliest to occur of a Change in Control or # for awards granted prior to the 2019 Annual Stockholders meeting, one year following an Outside Director’s termination of services from the Board or # for awards granted after the 2019 Annual Stockholders meeting, three months following an Outside Directors termination of services from the Board or six months following termination of services from the Board if such director is considered a specified employee under 409A of the Internal Revenue Code (each such deferred stock unit, a “Deferred Stock Unit”) or # if timely elected, restricted stock units payable in shares of Common Stock of the Company upon settlement (i.e. the earliest to occur of a Change in Control or vesting) (each such unit, a “Restricted Stock Unit”) with an aggregate Fair Market Value of $120,000 pro-rated based on the Date of Grant by multiplying $120,000 by (365-number of days since Annual Stockholders meeting)/365.

Grant of Initial Award. Each individual who is first elected or appointed as an Outside Director shall automatically be granted, on the date that is two business days following such initial election or appointment (the “Initial Grant Date”), an award (the “Initial Award”) of a number of RSUs with a Value of $250,000 (if such election or appointment occurs before February of the applicable Board Year) or with a Value of $125,000 (if such election or appointment occurs after February of the applicable Board Year). A “Board Year” shall run from the date of the Annual Stockholders Meeting until the date immediately preceding the next Annual Stockholders Meeting. However, the Outside Director shall not receive any such award if he or she was in the employ of the Company or any of its subsidiaries during the past three years ending on the date of the election or appointment.

Award. In consideration of Employee’s continued employment as hereinafter set forth, the Company hereby grants to Employee an award of “Performance Share Units,” provided that (except as otherwise provided in Section 2(c)) the final number of Performance Share Units will be determined in accordance with the performance criteria set forth on [Attachment I] to this Agreement. The target Performance Share Units subject to this award is set forth in an award letter previously delivered to Employee. The Performance Share Units are notional units of measurement denominated in shares of common stock of the Company, $.01 par value per share (“Common Stock”). Each Performance Share Unit represents a right to receive one share of Common Stock or equivalent value, subject to the conditions and restrictions on transferability set forth herein and in the Plan.

Initial Award. The RSUs granted pursuant to an Initial Award shall vest upon the Participant’s continuation in Board service through the day immediately preceding the date of the next Annual Stockholders Meeting following the Initial Grant Date.

Initial Award. Each individual who first becomes an Outside Director following the Effective Date will be granted an award of restricted stock units (an “Initial Award”) covering a number of Shares having a Value of $300,000, rounded down to the nearest whole Share. The Initial Award will be automatically granted on the first trading date on or after the date on which such individual first becomes an Outside Director (the “Start Date”), whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award.

Initial Award. Subject to the following paragraph, upon the first trading day following the Effective Date on which the Company files an S-8 Registration Statement with the U.S. Securities and Exchange Commission, each individual who serves as an Outside Director on the Effective Date will be granted an Award of Restricted Stock Units (an “Initial Award”) with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) equal to $100,000, rounded to the nearest whole Share.

Initial Award. Each person who first becomes an Outside Director on or after July 13, 2017, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy, will be automatically granted an Option to purchase up to 16,668 Shares (the “Initial Award”), representing one-third of the amount of a Triennial Award (as defined below), on or about the date on which such person first becomes an Outside Director (the “Outside Director Start Date”); provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award. The number of Shares subject to the Initial Award will be equal to 1,389 multiplied by the number of months (rounded up to a whole number) between the Outside Director Start Date and the anticipated Initial Triennial Award Grant Date (as defined below) for such Outside Director.