Initial Grant. Each individual who first becomes an Outside Director following the effective date of the Registration Statement will be granted an award consisting of a Nonstatutory Stock Option (“NSO”) and Restricted Stock Units (“RSUs”) (together, an “Initial Grant”) with a combined Value of $320,000, provided that the number of Shares covered by the Initial Grant shall be rounded down to the nearest whole Share, on the date of the first Board or Compensation Committee meeting occurring on or after 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 allocation of Value between the NSO and RSUs subject to the Initial Grant shall be determined in accordance with the Methodology as defined below.

Initial Grant for New Directors. Without any further action of the Board, each person who is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director, be granted: # a Nonstatutory Stock Option to purchase a number of shares of the Company’s common stock (the “Initial Option Grant”) with a value of $125,000 determined using Black-Scholes’ valuation methodology based on the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date and with such number of shares rounded down to the nearest whole share and # a restricted stock unit (“RSU”) award covering a number of shares of the Company’s common stock (the “Initial RSU Grant” and, together with the Initial Option Grant, the “Initial Grants”) with a value of $125,000 determined by dividing such dollar value by the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date and rounding down to the nearest whole share. Each Initial Grant will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.

Initial Grant for New Directors. Without any further action of the Board, each person who is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director, be granted: # a Nonstatutory Stock Option to purchase a number of shares of the Company’s common stock (the “Initial Option Grant”) with a value of $100,000 determined using Black-Scholes’ valuation methodology based on the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date and with such number of shares rounded down to the nearest whole share and # a restricted stock unit (“RSU”) award covering a number of shares of the Company’s common stock (the “Initial RSU Grant” and, together with the Initial Option Grant, the “Initial Grants”) with a value of $100,000 determined by dividing such dollar value by the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date and rounding down to the nearest whole share. Each Initial Grant will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.

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.

Annual Grant. Each Outside Director will be automatically granted a NSO and RSUs (together, an “Annual Grant”) with a combined Value of $160,000, provided that the number of Shares covered by the Annual Grant shall be rounded down to the nearest whole Share, once each calendar year. The allocation of Value between the NSO and RSUs subject to the Annual Grant shall be determined in accordance with the Methodology as defined below.

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 Grant for New Directors. Without any further action by the Board, each person who, on or after the Amendment Date, is elected or appointed for the first time to be a Non-Employee Director (a “New Director”) will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director (or, if such date is not a market trading day, the first market trading day thereafter) (such date, the “Initial Award Grant Date”), be granted a Nonstatutory Stock Option (an “Initial Option Grant”) and RSUs (an “Initial RSU Grant,” together with the Initial Option Grant, the “Initial Grant”) with an aggregate grant date fair value of the Initial Option Grant and Initial RSU Grant of $550,000 (the “Initial Grant Maximum Value”), as follows:

Initial Grant: For each Eligible Director who is first elected or appointed to the Board following the effective date of this Policy, on the date of such Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted two equity awards (the “Initial Grants”) with a value of $400,000 in the aggregate comprised of # a stock option to purchase shares of the Company’s common stock (the “Initial Option Grant”) and # a restricted stock unit award covering shares of the Company’s common stock (the “Initial RSU Grant”). The total number of shares subject to the Initial Option Grant will be initially calculated in accordance with the Black-Scholes valuation methodology and the total number of shares subject to the Initial RSU Grant will be initially calculated in accordance with the Fair Market Value as of the grant date, and such resulting number of shares shall be divided between the Initial Grants based on a fixed ratio of two shares subject to the Initial Option Grant for every one share subject to the Initial RSU Grant, with the number of shares subject to the Initial Option Grant rounded down to the nearest whole share and in no event exceeding 16,000 shares and the number of shares subject to the Initial RSU Grant rounded down to the nearest whole share and in no event exceeding 8,000 shares.

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 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.