Common use of Compensatory Equity Clause in Contracts

Compensatory Equity. On February 4, 2014, the Company granted you Restricted Stock Units (“RSU”) covering 600,000 shares of the Company’s common stock (the “RSU Grant”). 200,000 shares of the RSU Grant became vested six (6) months after grant. Subject to your continued Service, the remaining 400,000 shares have partially vested, and shall continue to vest, in eight pro-rata equal installments on a quarterly basis over the following two years with the first such installment occurring on November 6, 2014. The vested portion of the RSU Grants shall be settled with a like number of Company common shares on the earlier of (i) your Termination Date, (ii) a Change in Control of the Company (as defined below), or (iii) the seventh anniversary of the Start Date or (iv) your election to receive 25% of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversary. The Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying shares. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to exercise the vested portion of such awards according to the applicable plan in place In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).

Compensatory Equity. On February 4(a) You will be entitled to receive stock options, 2014with a ten (10) year term, the Company granted you Restricted Stock Units to purchase up to an aggregate of Seven Million Two Hundred Fourteen Thousand Nine Hundred Two (“RSU”7,214,902) covering 600,000 shares of Common Stock, $.001 par value per share, of the Company’s . The exercise price under such stock options shall be $2.1622 per share (which is the fair market value of a common share of the Company as of the Effective Date as determined by the Board). Your right to receive such stock options shall be subject to your execution and delivery of Stock Option Agreements substantially in the forms attached hereto as EXHIBIT D (the “RSU Grant”"Stock Option Agreements"). 200,000 shares Such stock options will be incentive stock options (as defined under Section 422 of the RSU Grant became vested six Internal Revenue Code of 1986, as amended) to the maximum extent permitted by law and as provided in the incentive stock agreement provided in EXHIBIT D. You acknowledge receipt by the Company of a complete copy of its Amended and Restated 2000 Stock Option/Stock Issuance Plan, as amended (6the "Plan") months after grantand the stock options shall be granted to you pursuant to the Plan (and such granted options shall receive any and all benefits provided under the Plan other than any accelerated vesting provisions). Subject to your continued Service, Such stock options shall commence vesting as of the remaining 400,000 shares have partially vested, Effective Date and shall continue to vest, vest during any continuous period in eight pro-rata equal installments on a quarterly basis over the following two years with the first such installment occurring on November 6, 2014. The vested portion of the RSU Grants shall be settled with a like number of Company common shares on the earlier of (i) your Termination Date, (ii) a Change which you have continuously been in Control of service to the Company (or a parent holding company or subsidiary of the Company) as defined belowan employee, director and/or consultant. The Company acknowledges and agrees that for purposes of this Agreement and the Stock Option Agreements, it is the understanding and intent of the parties that your service to the Company as an employee shall be deemed to be continuous and to constitute "Continuous Service" within the meaning of the Stock Option Agreements so long as your employment under this Agreement has not been terminated by the Company (with or without Cause) or by you (with or without Good Reason) or by your death. Such stock options will become vested as set forth in the Stock Option Agreements (including but not limited to the Vesting Schedule attached to each Stock Option Agreement). If you cease to provide such services (unless such cessation of services is due to the termination of your employment by the Company with Cause or by you without Good Reason), then (subject to the 10 year option term expiration date) you will be permitted to exercise such vested stock options until nine (9) months after your cessation of such services. If you cease to provide such services because your employment with the Company is terminated with Cause or by you without Good Reason, your right to exercise such stock options, whether vested or unvested, shall terminate immediately upon the termination of your employment. In the event of your death or Disability, you (iiior your representative) shall also be permitted to exercise your stock options for the seventh anniversary longer period of time provided in Section 3(d) of your option agreements shown in EXHIBIT D. Anything in this Agreement or the Start Date or Stock Option Agreements to the contrary notwithstanding, you shall not be entitled to exercise any stock options at anytime after you shall have been given written notice by the Company pursuant to clause (ii), (iv) your election or (vi)(B) of Section 2.3(a) of this Agreement until you shall have cured or otherwise remedied the matter that is the subject of such notice to receive 25% the reasonable satisfaction of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversary. The Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying shares. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”Board. To the extent you receive of any stock optionsconflict between the express terms of this Agreement and the express terms of the Plan and executed Stock Option Agreements, stock appreciation rights or similar derivative securities, you the terms of this Agreement shall be entitled to exercise prevail. (b) During the vested portion of such awards according period that the Company is not subject to the applicable plan in place In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”). For purposes ") applicable to issuers of securities, any stock options, restricted stock, stock appreciation rights or other equity incentive instruments awarded to you, including the stock options described in this Agreement and your Section 4, (collectively, "Compensatory Equity") shall be granted to you in reliance on Rule 701 of the Securities Act of 1933, “Service” as amended, or another available exemption from the registration requirements under the Securities Act of 1933, as amended. During the period that the Company is subject to the periodic reporting requirements of the 1934 Act applicable to issuers of securities, then the Company shall mean service by promptly file a registration statement(s) (on Form S-8 or its successor or other applicable registration statement) with the Securities and Exchange Commission and maintain the effectiveness of such registration statement(s) covering any Compensatory Equity previously awarded to you as an employeeor awarded to you in the future. Without limiting the immediately preceding sentence, director and/or consultant the Company shall include in its initial filing on Form S-8 or its successor or other applicable registration statement a re-offer prospectus covering any and all of shares of Common Stock of the Company (or any subsidiary or parent or affiliated entity acquired by you by exercise of the Company)stock options to be granted pursuant to the Stock Option Agreements (and any other Compensatory Equity granted to you to the extent that such Compensatory Equity may be included in such a re-offer prospectus) prior to the time the Company becomes subject to the periodic reporting requirements of the 1934 Act applicable to issuers of securities and maintain the effectiveness of such registration statement. (c) You will be considered by the Board for additional Compensatory Equity grants in the future.

Compensatory Equity. On February 4, 2014Subject to approval by the Board, the Company granted will grant you Restricted Stock Units (“RSU”) covering 600,000 two million five hundred thousand (2,500,000) shares of the Company’s common stock (the “Initial RSU Grant”). 200,000 Six hundred twenty five thousand (625,000) shares of the Initial RSU Grant became shall be vested six after one (61) months after grantyear of employment. Subject to your continued Service, the remaining 400,000 shares have partially vested, and of the Initial RSU shall continue to vest, vest in eight (8) pro-rata equal installments on a quarterly basis over the following two years with (2) years. In addition to the first such installment occurring on November 6Initial RSU Grant, 2014. The vested portion you will be eligible for annual grants of either RSU or stock options at the elections of the RSU Grants shall be settled with a like number of Company common shares on Board. These additional grants may occur more frequently than annually at the earlier of (i) your Termination Date, (ii) a Change in Control election of the Company (as defined below), or (iii) the seventh anniversary of the Start Date or (iv) your election to receive 25% of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversary. The Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying sharesBoard. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to exercise the vested portion of such awards according to the applicable plan in place place. In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).

Compensatory Equity. On February 4, 2014Subject to approval by the Board, the Company granted will grant you Restricted Stock Units (“RSU”) covering 600,000 one million two hundred fifty thousand (1,250,000) shares of the Company’s common stock (the “Initial RSU Grant”). 200,000 Three hundred and twelve thousand five hundred (312,500) shares of the Initial RSU Grant became shall be vested six after one (61) months after grantyear of employment. Subject to your continued Service, the remaining 400,000 shares have partially vested, and of the Initial RSU shall continue to vest, vest in eight (8) pro-rata equal installments on a quarterly basis over the following two years with (2) years. In addition to the first such installment occurring on November 6Initial RSU Grant, 2014. The vested portion you will be eligible for annual grants of either RSU or stock options at the elections of the RSU Grants shall be settled with a like number of Company common shares on Board. These additional grants may occur more frequently than annually at the earlier of (i) your Termination Date, (ii) a Change in Control election of the Company (as defined below), or (iii) the seventh anniversary of the Start Date or (iv) your election to receive 25% of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversary. The Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying sharesBoard. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to exercise the vested portion of such awards according to the applicable plan in place place. In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).

Compensatory Equity. On February 4, 2014, the The Company granted shall grant you Restricted restricted Stock Units (“RSU”) covering 600,000 6,000,000 shares of the Company’s common stock (the “RSU Grant”). 200,000 2,000,000 shares of the RSU Grant became shall be vested six (6) months after at grant. Subject to your continued Service, the remaining 400,000 4,000,000 shares have partially vested, and shall continue to vest, vest in eight pro-rata equal installments on a quarterly basis over the following two years with the first such installment occurring on November 6April 1, 20142013. The vested portion of the RSU Grants shall be settled with a like number of Company common shares on the earlier of (i) your Termination Date, (ii) a Change in Control of the Company (as defined below), or (iii) the seventh anniversary of the Start Date or (iv) your election to receive 25% of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversaryEffective Date. The RSU Grant shall be granted to you as soon as practicable after the Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying shares. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to exercise the vested portion of such awards according to until the applicable plan in place earliest of the tenth anniversary of the grant date of the award or the third anniversary of your Termination Date (as defined below). In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon the earlier of a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).

Compensatory Equity. On February 4, 2014Subject to approval by the Board, the Company granted will grant you Restricted Stock Units (“RSU”) covering 600,000 One Million Two Hundred Thousand (1,200,000) shares of the Company’s common stock (the “Initial RSU Grant”). 200,000 Four Hundred Thousand (400,000) shares of the Initial RSU Grant became shall be vested six after one (61) months after grantyear of employment. Subject to your continued Service, the remaining 400,000 shares have partially vested, and of the Initial RSU shall continue to vest, vest in eight (8) pro-rata equal installments on a quarterly basis over the following two years with (2) years. In addition to the first such installment occurring on November 6Initial RSU Grant, 2014. The vested portion you will be eligible for annual grants of either RSU or stock options at the elections of the RSU Grants shall be settled with a like number of Company common shares on Board. These additional grants may occur more frequently than annually at the earlier of (i) your Termination Date, (ii) a Change in Control election of the Company (as defined below), or (iii) the seventh anniversary of the Start Date or (iv) your election to receive 25% of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversary. The Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying sharesBoard. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to exercise the vested portion of such awards according to the applicable plan in place place. In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).

Compensatory Equity. On February 4, 2014Subject to approval by the Board, the Company granted will grant you Restricted Stock Units (“RSU”) covering 600,000 two million (2,000,000) shares of the Company’s common stock (the “Initial RSU Grant”). 200,000 Six hundred and sixty-six thousand, six hundred and sixty-six (666,666) shares of the Initial RSU Grant became shall be vested six after one (61) months after grantyear of employment. Subject to your continued Service, the remaining 400,000 shares have partially vested, and of the Initial RSU shall continue to vest, vest in eight (8) pro-rata equal installments on a quarterly basis over the following two years with (2) years. In addition to the first such installment occurring on November 6Initial RSU Grant, 2014. The vested portion you will be eligible for annual grants of either RSU or stock options at the elections of the RSU Grants shall be settled with a like number of Company common shares on Board. These additional grants may occur more frequently than annually at the earlier of (i) your Termination Date, (ii) a Change in Control election of the Company (as defined below), or (iii) the seventh anniversary of the Start Date or (iv) your election to receive 25% of the vested RSU’s on your two year anniversary, 25% of the vested RSU’s on your three year anniversary, 25% of the vested RSU’s on your four year anniversary, remaining RSU’s on your fifth year anniversary. The Company warrants and represents that it has filed with the Securities and Exchange Commission an effective registration statement covering the RSU Grant and its underlying sharesBoard. For purposes of this Agreement, the RSU Grant and any other Company compensatory equity grants issued to you shall be collectively referred to herein as “Compensatory Equity”. To the extent you receive any stock options, stock appreciation rights or similar derivative securities, you shall be entitled to exercise the vested portion of such awards according to the applicable plan in place place. In connection with any award of Compensatory Equity (including the RSU Grant), you shall be permitted at your election to satisfy the applicable exercise price and/or tax withholding obligations via share withholding with the shares that are surrendered to the Company valued at their then fair market value as of the applicable vesting or settlement date(s). You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the “Plan”) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended. Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Agreement and your Compensatory Equity, “Service” shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).