Long-Term Incentive Compensation. The Executive shall be eligible to receive annual long-term incentive awards as the Compensation Committee deems appropriate.

Long Term Incentive. You are be eligible, subject to your continued employment by the Company, to participate in such long-term incentive programs that are made available at the level determined by the Committee, in its discretion, consistent with your role and responsibilities as an Executive Vice President of the Company. For 2021, that participation is as follows: an equity grant of 40,000 Restricted Stock Units (“RSUs”) and 10,000 Performance Stock Units (“PSUs”), with the PSUs leveraging from 0% to 500%, based on the Company’s 2021 U.S. revenue growth (with the maximum units achieved at 50% year-over-year growth). The RSUs and (if earned) PSUs will vest ratably over three (3) years, with the first vesting occurring on the one-year anniversary of the grant date.

Long Term Incentive Award. As soon as administratively practicable on or after the Effective Date, the Company shall grant to Executive 150,000 restricted stock units, each representing the right to earn a share of the common stock of the Company (the “Restricted Stock Units”). Fifty percent (50%) of the Restricted Stock Units shall be subject to a time-based vesting schedule and fifty percent (50%) of the Restricted Stock Units shall be subject to both a time-based vesting schedule and a performance based vesting schedule, the terms and conditions of which shall be set forth in restricted stock unit award agreements to be entered into by and between the Company and the Executive in the form adopted by the Board or the Compensation Committee, as applicable (the “Equity Agreements”).

Long Term Incentive. Commencing with the Company’s fiscal year starting January

Long Term Incentive Award. As soon as administratively practicable on or after the Effective Date, the Company shall grant to Executive 1,000,000 restricted stock units, each representing the right to earn a share of the common stock of the Company (the “Restricted Stock Units”). 50% of the Restricted Stock Units shall be subject to a time-based vesting schedule and 50% of the Restricted Stock Units shall be subject to both a time-based vesting schedule and a performance based vesting schedule, the terms and conditions of which shall be set forth in restricted stock unit award agreements to be entered into by and between the Company and the Executive in the form adopted by the Board or the Compensation Committee, as applicable (the “Equity Agreements”).

For the year 2020, the Executive shall be granted a stock incentive grant in February 2020 (if a new grant is introduced by the Board of Directors) at a level approved by the Board of Directors.

During the Employment Period, the Executive shall be eligible for equity grants under the [[Company:Organization]], Inc. Amended and Restated 1997 Stock Incentive Plan or any successor plan or plans, having such terms and conditions as awards to other peer executives of the Company, as determined by the Compensation Committee in its sole discretion, unless the Executive consents to a different type of award or different terms of such award than are applicable to other peer executives of the Company. Nothing herein requires the Compensation Committee to grant the Executive equity awards or other long-term incentive awards in any year. For the avoidance of doubt, the Executive shall not be eligible to receive any additional equity grants from the company with respect to calendar year 2018.

Long Term Incentive Award. As soon as administratively practicable on or after the Effective Date, the Company shall grant to Executive 225,000 restricted stock units, each representing the right to earn a share of the common stock of the Company (the “Restricted Stock Units”). 50% of the Restricted Stock Units shall be subject to a time-based vesting schedule and 50% of the Restricted Stock Units shall be subject to both a time-based vesting schedule and a performance based vesting schedule, the terms and conditions of which shall be set forth in restricted stock unit award agreements to be entered into by and between the Company and the Executive in the form adopted by the Board or the Compensation Committee, as applicable (the “Equity Agreements”).

Long-Term Incentive. Executive shall be entitled to participate in the Company’s long-term incentive compensation program, as such program may exist from time to time, at a level commensurate with that being offered to other executives of the Company at the level appropriate for his position. Executive acknowledges that the amount of long-term incentive compensation, if any, to be awarded shall be at the sole, good faith discretion of the Board or a committee of the Board, and will be based on a number of factors determined by the Board or a committee of the Board for the applicable performance period, including the Company’s performance in connection with, among other factors, the clinical program, regulatory filings, commercialization and/or sales, and Executive’s individual performance. Any long-term incentive compensation earned for the applicable performance period shall be paid within the first two-and-a-half (2½) months of the calendar year immediately following the calendar year in which the applicable performance period ends. Except as otherwise in Sections 3(b)(ii), 3(b)(iii), and 3(b)(iv), Executive must be employed by the Company on the last date on which any portion of the long-term incentive compensation is due or vested to receive such long-term incentive compensation.

Special Long-Term Incentive Award. In connection with the Executive’s continuation of employment, the Executive will be granted on the date of this Agreement a one-time equity award (the “Special Award”) in the form of 250,000 performance-based restricted stock units, granted pursuant to the Equity Incentive Plan. The Special Award will have the terms and conditions set forth in the applicable award agreement which is attached as Appendix A hereto (the "Special Award Agreement"). Subject to Section 4(a) hereof, the Special Award will vest with respect to one third of the units subject thereto upon achieving a 20-day average Company stock price hurdle of $15, $20 and $25, respectively (each such dollar amount, without regard to the 20-day average requirement, a “Performance Hurdle” and collectively, “Performance Hurdles”), in each case within five years from the date hereof and subject to the Executive’s continued employment through each vesting date. Notwithstanding the foregoing or any provision of Section 4(a) hereof, upon the occurrence of a Change in Control (within the meaning of the Company’s Change in Control Severance Plan as defined below), the Special Award shall be eligible to vest to the extent set forth in the Special Award Agreement. Any portion of the Special Award that has not yet vested as of the fifth anniversary of the date hereof shall terminate on such date.