Initial Awards. Each Nonemployee Director elected to the Board after this Policy is adopted, other than at an annual meeting of stockholders (a “New Director”), will be eligible to receive an RSU award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:

InitialAnnual Awards. Each Nonemployee Director elected toOn the Board after this Policy is adopted, other than at andate of each annual meeting of stockholders (a “New Director”),stockholders, each Nonemployee Director in office immediately after such meeting will be eligible to receive an RSU award (an “Initial“Annual Award”) for service as a Nonemployee Director based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:table:

Initial Awards. Each NonemployeeNon-Employee Director who is initially elected or appointed to the Board after this Policy is adopted, other than at an annual meeting of stockholders (a “New Director”), will be eligible toshall receive an RSU award (an “Initial Award”) basedoption to purchase 35,000 shares of the Company’s common stock and 12,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of hissuch initial election or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:appointment. The awards described in this Section 2(a) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Initial Awards. Each Nonemployee Director elected toAnnual Awards: On the Board after this Policy is adopted, other than at anfirst business day following the conclusion of each regular annual meeting of stockholders (a “New Director”),the Company’s stockholders, commencing with the 2022 annual meeting, each Non-Employee Director who will be eligiblecontinue serving as a member of the Board thereafter, shall receive a grant of RSUs (“Annual RSU Award”) under the Plan with respect to receive an RSU award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and includingshares of common stock having an aggregate fair market value as determined under the Plan equal to $185,000 calculated on the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:grant.

Initial Awards. Each NonemployeeAnnual RSUs. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”) on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board after this Policy is adopted, other than at an annual meeting of the Company’s stockholders (a “New Director”), will be eligible toshall only receive an RSU award (an “Initial Award”) basedInitial Award in connection with such election, and shall not receive any Annual RSUs on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annualsuch meeting of stockholders, and the denominator of which is 365:as well.

Initial Awards. Each NonemployeeEligibility for Award. On the date of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director elected toat such meeting and whose service on the Board after this Policy is adopted, other than atexpected to continue following such meeting shall be granted an annual meeting of stockholders (a “New Director”), will be eligibleRSU Award. The grant entitles an Eligible Director to receive an RSU award (an “Initial Award”) basedShares on the dollar amountsa one-to-one RSU-to-Share basis upon vesting as set forth in the following table, multiplied by a fraction,vesting schedule in the numerator of which isAward Agreement, subject to the number of days that will elapse betweenterms and includingconditions set forth herein and in the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:Award Agreement.

Initial Awards. Each Nonemployee Director electedGrants. Upon initial election to our Board, such non-employee director will be granted, automatically and without the need for any further action by the Board, an initial equity award of 90,000 restricted stock units (“RSUs”) with respect to shares of our common stock. The initial award shall vest over a three-year period, with one-third of the initial award vesting on each of the first, second and third anniversaries of the grant date of the award, in each case, subject to the Board after this Policy is adopted, other than at an annual meetingdirector’s continued service as a director, employee or consultant with the Company through each applicable vesting date. The vesting of stockholders (a “New Director”), will be eligiblesuch award shall accelerate as to receive an RSU award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary100% of the previous annual meetingaward upon a change in control of stockholders, and the denominator of which is 365:Company.

Initial Awards.Annual Grants. Each Nonemployee Director electedcontinuing non-employee director who has served as a member of our Board for at least six months prior to the Board after this Policy is adopted, other than at andate of our annual meeting of stockholders (a “New Director”),for a particular year will be eligible to receivegranted, automatically and without the need for any further action by the Board, an RSUequity award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment andour annual meeting of stockholders for such year equal to 45,000 RSUs with respect to shares of our common stock. The annual award shall vest in full on the firstone-year anniversary of the previousgrant date of the award (or, if earlier, the date of our next annual meeting of stockholders, andstockholders following the denominatordate of which is 365:grant of the award), subject to the director’s continued service as a director, employee or consultant with the Company through such vesting date. The vesting of such award shall accelerate as to 100% of the award upon a change in control of the Company.

Initial Awards.Awards: Each NonemployeeIndependent Director elected towho first joins the Board after this Policy is adopted, other than atthe date hereof and who was not previously an annual meetingemployee of stockholders (a “New Director”), will be eligible tothe Company or a parent or subsidiary thereof shall receive ana grant of RSUs (“Initial RSU award (an “Initial Award”) basedunder the Plan on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment andelection to the first anniversaryBoard with respect to a number of shares of common stock equal to $250,000 divided by the average closing price of the previousCompany’s common stock on The Nasdaq Global Market for the period of twenty (20) trading days ending on the day prior to the date of grant. The Initial RSU Award shall vest annually over a 3-year period on the February 20, May 20, August 20, or November 20 falling in the anniversary quarter of the date of grant at an annual meetingrate of stockholders, and1/3 of the denominatortotal number of which is 365:RSUs subject to such award. Notwithstanding the foregoing, each Initial RSU Award shall become 100% vested if a Change in Control as defined in the Plan occurs during such Independent Director’s service.

InitialSubsequent Awards. Each NonemployeeA Non-Employee Director who # is serving on the Board as of the date of any annual meeting of the Company’s stockholders and has been serving as a Non-Employee Director for at least six months as of the date of such meeting, and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted an option to purchase 17,500 shares of the Company’s common stock and 6,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the date of such annual meeting. The awards described in this Section 2(b) shall be referred to as “Subsequent Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board after this Policy is adopted, other than at an annual meeting of the Company’s stockholders (a “New Director”), will be eligible toshall only receive an RSU award (an “Initial Award”) basedInitial Award in connection with such election, and shall not receive any Subsequent Award on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annualsuch meeting of stockholders, and the denominator of which is 365:as well.