Common use of Grant of the RSUs Clause in Contracts

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’s] RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State of [State of Residence]. (v) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’sGrantee [ ] RSUs, subject to the terms and conditions hereunder. Director Grantee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director Grantee with any protection against potential future dilution of Director’s any stockholder interest Grantee may have in the Company for any reason. Director Grantee shall not have the rights of a stockholder in respect of the shares of Common Grantee Stock underlying these RSUs until such Common Grantee Stock is delivered to the Participant Grantee in accordance with Section 43. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Grantee Stock hereunder, Director Grantee represents and warrants to, and agrees with, the Company that: (1) The date of the annual meeting of stockholders should be the date of the Agreement and the date of the grant. Vesting in Section 2 should be one year from the date of the annual meeting of stockholders. (2) Insert name of the GFI fund. (3) Inset name of the director. (4) Having an aggregate value as of the date of grant equal to $60,000. (i) The RSUs and the Director Grantee Stock to be acquired by Director Grantee pursuant to this Agreement shall be acquired for DirectorGrantee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Grantee Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of DirectorGrantee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director Grantee do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director Grantee is a party or any judgment, order or decree to which Director Grantee is subject. (iii) Director Grantee has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director Grantee is a party or by which Director Grantee is bound. Director Grantee agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to DirectorGrantee’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State of [State of Residence]. (v) Director Grantee has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (ec) The Company and Director Grantee acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Grantee Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company (together with its Subsidiaries) and Director. (fd) In connection with the issuance of any Director Grantee Stock hereunder, Director Grantee hereby agrees and acknowledges that all of the shares of the Director Grantee Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants granted to DirectorEmployee, as of the date hereof[ ], [Number of RSU’s] «Number_of_RSU» RSUs, subject to the terms and conditions hereunder. Director Employee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director Employee with any protection against potential future dilution of DirectorEmployee’s stockholder interest in the Company for any reason. Director Employee shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to DirectorEmployee’s execution and delivery of the attached Proprietary Rights and Confidentiality Agreement between Director Employee and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Employee Confidentiality Agreement”), and these if Employee is not currently subject to such an agreement. These RSUs and all shares of the Director Employee Stock shall be subject to the terms and conditions of the Director Employee Confidentiality AgreementAgreement or such similar agreement (whether executed in connection herewith or prior to the date hereof). (c) In connection with the receipt of the RSUs and the delivery of any Director Employee Stock hereunder, Director Employee represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Employee Stock to be acquired by Director Employee pursuant to this Agreement shall be acquired for DirectorEmployee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Employee Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of DirectorEmployee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director Employee do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director Employee is a party or any judgment, order or decree to which Director Employee is subject. (iii) Director Employee has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director Employee is a party or by which Director Employee is bound. Director Employee agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to DirectorEmployee’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director Employee is a resident of the State of [State of «Residence]». (v) Director Employee has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to DirectorEmployee, and as a condition thereto, Director Employee acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Employee Stock nor any provision contained herein shall entitle Director Employee to a directorship on employment with the Board and/or on the board of directors Company or any of the Subsidiaries, or affect the right of the Company or any of its Subsidiaries to terminate DirectorEmployee’s directorship employment at any time, with or without cause. (e) The Company and Director Employee acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Employee Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company (together with its Subsidiaries) and DirectorEmployee. (f) In connection with the issuance of any Director Employee Stock hereunder, Director Employee hereby agrees and acknowledges that all of the shares of the Director Employee Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants granted to DirectorEmployee, as of the date hereof[ ], [Number of RSU’s[ ] RSUs, subject to the terms and conditions hereunder. Director Employee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director Employee with any protection against potential future dilution of DirectorEmployee’s stockholder interest in the Company for any reason. Director Employee shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to DirectorEmployee’s execution and delivery of the attached Proprietary Rights and Confidentiality Agreement between Director Employee and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Employee Confidentiality Agreement”), and these if Employee is not currently subject to such an agreement. These RSUs and all shares of the Director Employee Stock shall be subject to the terms and conditions of the Director Employee Confidentiality AgreementAgreement or such similar agreement (whether executed in connection herewith or prior to the date hereof). (c) In connection with the receipt of the RSUs and the delivery of any Director Employee Stock hereunder, Director Employee represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Employee Stock to be acquired by Director Employee pursuant to this Agreement shall be acquired for DirectorEmployee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Employee Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of DirectorEmployee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director Employee do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director Employee is a party or any judgment, order or decree to which Director Employee is subject. (iii) Director Employee has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director Employee is a party or by which Director Employee is bound. Director Employee agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to DirectorEmployee’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director Employee is a resident of the State [State] [Commonwealth] of [State of Residence[ ]. (v) Director Employee has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to DirectorEmployee, and as a condition thereto, Director Employee acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Employee Stock nor any provision contained herein shall entitle Director Employee to a directorship on employment with the Board and/or on the board of directors Company or any of the Subsidiaries, or affect the right of the Company or any of its Subsidiaries to terminate DirectorEmployee’s directorship employment at any time, with or without cause. (e) The Company and Director Employee acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Employee Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company (together with its Subsidiaries) and DirectorEmployee. (f) In connection with the issuance of any Director Employee Stock hereunder, Director Employee hereby agrees and acknowledges that all of the shares of the Director Employee Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number number of RSU’srestricted stock units] RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State [State] [Commonwealth] of [State of Residence[ ]. (v) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’s[ ] RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s 's stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s 's execution and delivery of the attached Confidentiality Non-Competition, Non-Disclosure, Proprietary Information and Patent and Invention Assignment Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “"Director Confidentiality Non-Disclosure Agreement”"), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Non-Disclosure Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s 's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Director acknowledges that the RSUs and the Director Stock have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iii) Director is a director on the Board, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Director Stock. (iv) Director is able to bear the economic risk of holding the Director Stock for an indefinite period of time because the RSUs and the Director Stock have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (v) Director is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (vi) Director has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the RSUs and the Director Stock and has had full access to such other information concerning the Company as he has requested. Director has reviewed, or has had an opportunity to review, the following documents: (A) the Company's Certificate of Incorporation and Bylaws, (B) the Amended and Restated Stockholders' Agreement and (C) the Amended and Restated Registration Rights Agreement. (vii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iiiviii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s 's knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (ivix) Director is a resident of the State of [State of Residence[ ]. (vx) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s 's directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement, the Amended and Restated Stockholders' Agreement (as if Director were an "Employee Stockholder" and as if the shares of the Director Stock were "Covered Shares," as such terms are defined in such agreement), and the Amended and Restated Registration Rights Agreement, each as may be amended from time to time. In addition, Director hereby accepts all the terms and conditions of (i) the Amended and Restated Stockholders' Agreement, which terms and conditions include restrictions on transfer and rights of repurchase in favor of the Company, and agrees to be bound in all respects as an "Employee Stockholder" thereunder, and (ii) the Amended and Restated Registration Rights Agreement. Notwithstanding the foregoing, Director agrees and acknowledges that under no circumstances may any shares of the Director Stock that may be issued hereunder be transferred to any Person except in connection with a Drag Along Transaction (as defined in the Amended and Restated Stockholders' Agreement) pursuant to the Amended and Restated Stockholders' Agreement.

Grant of the RSUs. (a) The Company hereby grants granted to DirectorEmployee, as of the date hereof, [Number of RSU’s] 2013, «Number_of_RSU» RSUs, subject to the terms and conditions hereunder. Director Employee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director Employee with any protection against potential future dilution of DirectorEmployee’s stockholder interest in the Company for any reason. Director Employee shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to DirectorEmployee’s execution and delivery of the attached Proprietary Rights and Confidentiality Agreement between Director Employee and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Employee Confidentiality Agreement”), and these if Employee is not currently subject to such an agreement. These RSUs and all shares of the Director Employee Stock shall be subject to the terms and conditions of the Director Employee Confidentiality Agreement or such similar agreement (whether executed in connection herewith or prior to the date hereof). In the event the Employee violated the terms of the Employee Confidentiality Agreement, any non-compete agreement, non-solicitation agreement or such similar agreement (whether executed in connection herewith or prior to the date hereof) between the Employee and the Company, any unvested portion of the RSUs shall be forfeited effective as of the date of such breach (and this Agreement and the RSUs shall terminate and expire at such time), unless sooner terminated by operation of another term or condition of this Agreement or the Plan. (c) In connection with the receipt of the RSUs and the delivery of any Director Employee Stock hereunder, Director Employee represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Employee Stock to be acquired by Director Employee pursuant to this Agreement shall be acquired for DirectorEmployee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Employee Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of DirectorEmployee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director Employee do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director Employee is a party or any judgment, order or decree to which Director Employee is subject. (iii) Director Employee has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director Employee is a party or by which Director Employee is bound. Director Employee agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to DirectorEmployee’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director Employee is a resident of the State of [State of «Residence]». (v) Director Employee has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to DirectorEmployee, and as a condition thereto, Director Employee acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Employee Stock nor any provision contained herein shall entitle Director Employee to a directorship on employment with the Board and/or on the board of directors Company or any of the Subsidiaries, or affect the right of the Company or any of its Subsidiaries to terminate DirectorEmployee’s directorship employment at any time, with or without cause. (e) The Company and Director Employee acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Employee Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company (together with its Subsidiaries) and DirectorEmployee. (f) In connection with the issuance of any Director Employee Stock hereunder, Director Employee hereby agrees and acknowledges that all of the shares of the Director Employee Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’s[ ] RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State [State] [Commonwealth] of [State of Residence]. (v) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’s•] RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the BoardAdministrator, a similar agreement containing such terms as the BoardAdministrator, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board Administrator of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State of [State of Residence]. (v) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants granted to DirectorEmployee, as of the date hereofOctober 29, [Number of RSU’s] 2009, 400,000 RSUs, subject to the terms and conditions hereunder. Director Employee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director Employee with any protection against potential future dilution of DirectorEmployee’s stockholder interest in the Company for any reason. Director Employee shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to DirectorEmployee’s execution and delivery of the attached Proprietary Rights and Confidentiality Agreement between Director Employee and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Employee Confidentiality Agreement”), and these if Employee is not currently subject to such an agreement. These RSUs and all shares of the Director Employee Stock shall be subject to the terms and conditions of the Director Employee Confidentiality AgreementAgreement or such similar agreement (whether executed in connection herewith or prior to the date hereof). (c) In connection with the receipt of the RSUs and the delivery of any Director Employee Stock hereunder, Director Employee represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Employee Stock to be acquired by Director Employee pursuant to this Agreement shall be acquired for DirectorEmployee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Employee Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of DirectorEmployee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director Employee do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director Employee is a party or any judgment, order or decree to which Director Employee is subject. (iii) Director Employee has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director Employee is a party or by which Director Employee is bound. Director Employee agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to DirectorEmployee’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director Employee is a resident of the State of [State of Residence]Florida. (v) Director Employee has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to DirectorEmployee, and as a condition thereto, Director Employee acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Employee Stock nor any provision contained herein shall entitle Director Employee to a directorship on employment with the Board and/or on the board of directors Company or any of the Subsidiaries, or affect the right of the Company or any of its Subsidiaries to terminate DirectorEmployee’s directorship employment at any time, with or without cause. (e) The Company and Director Employee acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Employee Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company (together with its Subsidiaries) and DirectorEmployee. (f) In connection with the issuance of any Director Employee Stock hereunder, Director Employee hereby agrees and acknowledges that all of the shares of the Director Employee Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’s] 17,000 RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), ) and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State of [State of Residence]California. (v) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to DirectorEmployee, as of the date hereof, [Number of RSU’s[ ] RSUs, subject to the terms and conditions hereunder. Director Employee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director Employee with any protection against potential future dilution of DirectorEmployee’s stockholder interest in the Company for any reason. Director Employee shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to DirectorEmployee’s execution and delivery of the attached Proprietary Rights and Confidentiality Agreement between Director Employee and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Employee Confidentiality Agreement”), and these RSUs and all shares of the Director Employee Stock shall be subject to the terms and conditions of the Director Employee Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Employee Stock hereunder, Director Employee represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Employee Stock to be acquired by Director Employee pursuant to this Agreement shall be acquired for DirectorEmployee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Employee Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of DirectorEmployee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director Employee do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director Employee is a party or any judgment, order or decree to which Director Employee is subject. (iii) Director Employee has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director Employee is a party or by which Director Employee is bound. Director Employee agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to DirectorEmployee’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director Employee is a resident of the State of [State of Residence[ ]. (v) Director Employee has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to DirectorEmployee, and as a condition thereto, Director Employee acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Employee Stock nor any provision contained herein shall entitle Director Employee to a directorship on employment with the Board and/or on the board of directors Company or any of the Subsidiaries, or affect the right of the Company to terminate DirectorEmployee’s directorship employment at any time, with or without cause. (e) The Company and Director Employee acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Employee Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and DirectorEmployee. (f) In connection with the issuance of any Director Employee Stock hereunder, Director Employee hereby agrees and acknowledges that all of the shares of the Director Employee Stock are subject in all respects to the terms of this Agreement.

Grant of the RSUs. (a) The Company hereby grants to Director, as of the date hereof, [Number of RSU’s] 17,000 RSUs, subject to the terms and conditions hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason. Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4. (b) The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement. (c) In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that: (i) The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject. (iii) Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement. (iv) Director is a resident of the State of [State of Residence]California. (v) Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement. (d) As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause. (e) The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director. (f) In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.