An RSU award shall not vest prior to the earlier of # twelve (12) months from the date of grant, and # the date of the annual meeting of stockholders next following the date of grant. Shares of Common Stock in respect of a vested RSU award shall be issued to an Outside Director within thirty (30) days from the vesting of an RSU as provided in an award agreement.

Annual RSUs. Each award of Annual RSUs shall not vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the earlierdate of # twelve (12) months fromthe next annual meeting of the Company’s stockholders occurring after the date of grant, and #in either case, subject to the date of the annual meeting of stockholders next following the date of grant. Shares of Common StockNon-Employee Director continuing in respect ofservice as a vested RSU award shall be issued to an OutsideNon-Employee Director within thirty (30) days from thethrough such vesting of an RSU as provided in an award agreement.date.