Repurchase or Forfeiture of Restricted Stock. If no purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Participant's rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Participant the unvested Restricted Stock then-subject to restrictions at a cash price per share equal to the price paid by the Participant for such Restricted Stock or such other amount as may be specified in an applicable Program or the applicable Award Agreement. The Administrator in its sole discretion may provide that, upon certain events, including, without limitation, a Change in Control, the Participant's death, retirement or disability, any other specified Termination of Service or any other event, the Participant's rights in unvested Restricted Stock shall not terminate, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.

[Section 3] of the Third Amendment to Agreement and Plan of Merger shall be deleted in its entirety.

Forfeiture of Restricted Stock. The Restricted Stock grant shall be forfeited and the Grantee shall cease to be a shareholder with respect to such forfeited stock if service as a director is terminated before the third anniversary of the Grant Date for any reason other than those specified in [Section 4] above. In such circumstances, the forfeited shares shall be deemed canceled and no longer outstanding as of the date of Termination.

Forfeiture of Restricted Stock. If you suffer a forfeiture condition (i.e., if your Continuous Service as an Employee is terminated prior to the Vesting Date and the vesting is not accelerated under Paragraph 3(c), you will immediately forfeit your Restricted Stock, and all of your rights to and interest in the Restricted Stock shall terminate upon forfeiture without payment of consideration. Forfeited Restricted Stock shall be reconveyed to the Company.

“Restricted Stock” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.

Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

Restricted Stock. The Director shall be granted five hundred thousand (500,000) shares of restricted stock, to be granted promptly after the execution of this Agreement pursuant to the Restricted Stock Award Agreement in the form annexed hereto as ​. In addition, the Director shall be granted shares of restricted stock in an amount equal to 0.25% of the fully diluted share count (including any and all outstanding common stock plus convertible securities, including convertible preferred shares, convertible debentures, granted stock options both vested and unvested, and warrants), following each annual stockholders meeting if re-elected as a Director of the Board by the stockholders of the Company (the “Re-Election Award”), the first grant of which will be made if re-elected at the first annual stockholders meeting that occurs at least 12 months after the Effective Date. Upon receipt of a Re-Election Award, the Company shall enter into a new restricted stock award agreement that separately outlines the terms and conditions of the Re-Election Award.

Restricted Stock. Provided that the Executive remains employed with the Company on the day following the expiration of the six months Probationary Period as set forth in [Section 1] hereof, the Company shall grant to the Executive 50,000 Restricted Shares of the Company’s common stock under the Plan, pursuant to the terms and conditions of the Plan. The vesting of the Restricted Shares shall vest, subject to continued employment with the Company on the applicable vesting date, as follows: 15,000 immediately vested shares, 15,000 of the shares shall vest on the second anniversary of the Employment Commencement Date and the remainder shall vest on the third anniversary of the Employment Commencement Date.

Restricted Stock. A lump sum amount equal to the sum of # with respect to restricted shares and/or restricted share units granted to the Participant under any of the Equity Plans that were outstanding but not vested on the Relevant Date where such vesting of restricted shares and/or restricted share units was not determined by the attainment of performance goals, and which are forfeited as a result of the Participant's Separation from Service, an amount equal to the Fair Market Value of an equivalent number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) on the date of Separation from Service, and # with respect to restricted shares and/or restricted share units granted to the Participant under any of the Equity Plans that were outstanding but not vested on the Relevant Date where such vesting of restricted shares and/or restricted share units was determined by the attainment of performance goals, and which are forfeited as a result of the Participant's Separation from Service, an amount equal to the Average PRSU Payout multiplied by the Fair Market Value of an equivalent number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) based on the number of PRSU grants which are forfeited due to the Qualified Termination of Employment. The Participant will also be paid an amount equal to the equivalent of the amount of any dividends and other distributions which would have been paid on the number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) determined based on the Average PRSU Payout determined under this section. The forfeited restricted shares and/or restricted share units determined by the attainment of performance goals according to a schedule determined by the Committee will not be paid. For purposes of this subsection # the Average PRSU Payout shall mean the three year average of the target percentage paid with respect to the restricted shares and/or restricted share units determined by the attainment of performance goals (the “PRSU’s”) awards paid to the Participant under the Equity Plans, or any successor or additional plan. The three year average of the PRSU’s paid to the Participant will be determined based on the higher of two target percentage averages computed during alternative three year periods consisting of either # the year in which the Relevant Date occurred (or, if the award is not yet paid as of the Relevant Date, for the preceding year) and the two preceding years or, # the year of the Qualified Termination of Employment (or, if the award is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two preceding years. If a Participant has been paid less than three years of PRSU’s the three year average of the PRSU’s paid to the Participant will be determined based on the average target percentage of the PRSU’s paid in prior years to the Participant under the Equity Plans, or any successor or additional plan. If a Participant has not received any prior payment of PRSU’s, the Average PRSU Payout under the Equity Plans, or any successor or additional plan, will be determined as follows:

Restricted Stock. In the event of a business combination or other transaction of the type detailed in [Section 15.1], any securities, cash or other property received in exchange for shares of Restricted Stock shall continue to be governed by the provisions of any Restricted Stock Agreement pursuant to which they were issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board of Directors may direct, to insure compliance with the terms of any such Restricted Stock Agreement.