Common use of Compensatory Equity Clause in Contracts

Compensatory Equity. Subject to approval by the Board, the Company will grant you Restricted Stock Units (“RSU”) covering two million five hundred thousand (2,500,000) shares of the Company’s common stock (the “Initial RSU Grant”). Six hundred twenty five thousand (625,000) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. 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 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. Subject to approval by the Board, the Company will grant you Restricted Stock Units (“RSU”) covering two million five hundred thousand (2,500,0002,000,000) shares of the Company’s common stock (the “Initial RSU Grant”). Six hundred twenty five thousand and sixty-six thousand, six hundred and sixty-six (625,000666,666) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. 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 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. Subject to approval by the Board, the The Company will shall grant you Restricted restricted Stock Units (“RSU”) covering two million five hundred thousand (2,500,000) 6,000,000 shares of the Company’s common stock (the “Initial RSU Grant”). Six hundred twenty five thousand (625,000) 2,000,000 shares of the Initial RSU Grant shall be vested after one (1) year of employmentat grant. Subject to your continued Service, the remaining 4,000,000 shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) yearsyears with the first such installment occurring on April 1, 2013. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections The vested portion of the Board. These additional grants may occur more frequently than annually at RSU Grants shall be settled with a like number of Company common shares on the election earlier of (i) your Termination Date, (ii) a Change in Control of the BoardCompany (as defined below), or (iii) the seventh anniversary of the Effective Date. The RSU Grant shall be granted to you as soon as practicable after the Company 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 according to exercise the applicable plan in placevested portion of such awards until the 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. Subject to approval by the Board, the Company will grant you Restricted Stock Units (“RSU”) covering two million five hundred thousand One Million Two Hundred Thousand (2,500,0001,200,000) shares of the Company’s common stock (the “Initial RSU Grant”). Six hundred twenty five thousand Four Hundred Thousand (625,000400,000) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. 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 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. Subject to approval by the BoardOn February 4, 2014, the Company will grant granted you Restricted Stock Units (“RSU”) covering two million five hundred thousand (2,500,000) 600,000 shares of the Company’s common stock (the “Initial RSU Grant”). Six hundred twenty five thousand (625,000) 200,000 shares of the Initial RSU Grant shall be became vested six (6) months after one (1) year of employmentgrant. Subject to your continued Service, the remaining 400,000 shares of the Initial RSU have partially vested, and shall vest continue to vest, in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) yearsyears with the first such installment occurring on November 6, 2014. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections The vested portion of the Board. These additional grants may occur more frequently than annually at RSU Grants shall be settled with a like number of Company common shares on the election earlier of (i) your Termination Date, (ii) a Change in Control of the BoardCompany (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. 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. Subject to approval by the Board, the Company will grant you Restricted Stock Units (“RSU”) covering one million two million five hundred fifty thousand (2,500,0001,250,000) shares of the Company’s common stock (the “Initial RSU Grant”). Six Three hundred twenty and twelve thousand five thousand hundred (625,000312,500) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. 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 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. Subject (a) You will be entitled to approval receive stock options, with a ten (10) year term, to purchase up to an aggregate of Seven Million Two Hundred Fourteen Thousand Nine Hundred Two (7,214,902) shares of Common Stock, $.001 par value per share, of the Company. 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 Company forms attached hereto as EXHIBIT D (the "Stock Option Agreements"). Such stock options will grant you Restricted Stock Units be incentive stock options (“RSU”) covering two million five hundred thousand (2,500,000) shares as defined under Section 422 of the Company’s common stock (the “Initial RSU Grant”). Six hundred twenty five thousand (625,000Internal Revenue Code of 1986, as amended) shares of the Initial RSU Grant shall be vested after one (1) year of employment. Subject to your continued Service, the remaining shares of the Initial RSU shall vest in eight (8) pro-rata equal installments on a quarterly basis over the following two (2) years. In addition to the Initial RSU Grant, you will be eligible for annual grants of either RSU or maximum extent permitted by law and as provided in the incentive stock options at the elections of the Board. These additional grants may occur more frequently than annually at the election of the Board. 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 according to the applicable plan agreement provided 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). EXHIBIT D. 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) acknowledge receipt by the Company with the Securities of a complete copy of its Amended 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 1934Restated 2000 Stock Option/Stock Issuance Plan, as amended (the “Exchange Act”"Plan") and 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). For purposes Such stock options shall commence vesting as of this Agreement the Effective Date and your Compensatory Equity, “Service” shall mean continue to vest during any continuous period in which you have continuously been in service by you to the Company (or a parent holding company or subsidiary of the Company) as an employee, director and/or consultant 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 (or your representative) shall also be permitted to exercise your stock options for the longer period of time provided in Section 3(d) of your option agreements shown in EXHIBIT D. Anything in this Agreement or the Stock Option Agreements to the contrary notwithstanding, you shall not be entitled to exercise any subsidiary stock options at anytime after you shall have been given written notice by the Company pursuant to clause (ii), (iv) or parent (vi)(B) of Section 2.3(a) of this Agreement until you shall have cured or affiliated entity otherwise remedied the matter that is the subject of such notice to the reasonable satisfaction of the Company)Board. To the extent of any conflict between the express terms of this Agreement and the express terms of the Plan and executed Stock Option Agreements, the terms of this Agreement shall prevail.