Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change in Control.

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change in Control.

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this Director Compensation Policy will become fully vested immediately prior to the closing of such Change in Control.

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change in Control.

A “Vesting Change in Control” for purposes of accelerated vesting under [Section 7.01(c)] means the occurrence of any of the following events:

Change in Control Vesting Acceleration. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control in which the acquiring or succeeding corporation (or an affiliate thereof) does not assume or substitute for any of Executive’s Awards (or portions thereof) granted under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), # Executive will fully vest in and have the right to exercise such outstanding Awards (or portions thereof) not assumed or substituted for, including shares as to which such Award would not otherwise be vested or exercisable, and # the Company will notify Executive in writing or electronically that any such Award that is an option (or its applicable portion) will be exercisable for a period of time determined by the administrator of the 2014 Plan in its sole discretion, and the option Award (or its applicable portion) will terminate upon the expiration of such period.

Should Participant’s Service terminate by reason of his or her Retirement, death or Permanent Disability prior to the final vesting date set forth in Paragraph 1, then Participant shall immediately vest in an additional number of Shares (if any) equal to the number of Shares that were scheduled to be vested on the next applicable vesting date had Participant continued in Service through such next applicable vesting date, multiplied by a fraction, the numerator of which is the number of days of Service Participant completed between the prior applicable vesting date (or the Award Date, if applicable) and date of termination of Participant’s Service, and the denominator of which is the total number of days from such prior applicable vesting date (or Award Date, if applicable) to such next applicable vesting date.

Vesting Upon Change in Control. Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of either:

Vesting Upon Change in Control. Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of either:

Should Participant’s Service terminate for any reason prior to the Vesting Date, then, on the date of such termination, Participant shall vest in a number of Shares equal to the number of Shares in which Participant would have been vested on the Vesting Date had Participant continued in the Company’s Service through the Vesting Date multiplied by a fraction, the numerator of which is the number of days of Service Participant completed between the Award Date and the termination of Participant’s Service, and the denominator of which is three hundred sixty-five (365).