Common use of Incentive Awards Clause in Contracts

Incentive Awards. On the Effective Date, Parent shall grant to the Executive such number of restricted shares of Parent's common stock (the "Restricted Stock"), pursuant to the terms of Parent's stock incentive plan, with a value, determined based upon the average of the closing prices of the Parent's common stock for each trading day from March 12, 2001 through the Effective Date, equal to the product of (x) two (2), and (y) the Annual Base Salary, plus the Executive's average annual bonus received from the Company (based on the immediately preceding two calendar years, or such lesser number of years if applicable) (the "Average Annual Bonus"). Except as otherwise provided herein, all restrictions on the shares of Restricted Stock shall lapse, and the shares shall be vested, with respect to one third ( 1/3) of such number of shares on the first anniversary of the date of grant, one third ( 1/3) of such number of shares on the second anniversary of the date of grant, and one third ( 1/3) of such number of shares on the third anniversary of the date of grant. In addition, on the Effective Date, Parent shall grant to the Executive 200,000 options to purchase Parent common stock (the "Option"), pursuant to the terms of Parent's stock incentive plan. The Option will have an exercise price equal to the fair market value of the stock subject thereto on the date of grant determined in accordance with the terms of and standard practice under Parent's stock incentive plan and shall vest and become exercisable on the third anniversary of the date of grant. As soon as practicable following the Effective Date, Parent and the Executive shall enter into a written stock option and restricted stock agreement under the terms of Parent's stock incentive plan containing the terms and provisions not inconsistent with those set forth herein. Without limiting the generality of Section 3(b)(iv) hereof, the Executive shall also be eligible for additional equity and non-equity awards under Parent's stock incentive and other long-term incentive compensation plans during the Retention Period, as determined by the Board of Directors of Parent or its delegate in the Board's or such delegate's sole discretion.

Incentive Awards. On (i) In addition to the Effective Dateforegoing, Parent the Company shall grant award to the Executive such number of restricted 72,710 shares of Parent's common stock stock, par value $0.000001 per share (“Common Stock”) of the "Restricted Stock")Company, pursuant to the terms of Parent's stock incentive planCompany’s 2015 Stock Incentive Plan, with a value, determined based upon the average as amended (or any successor plan thereto as in effect as of the closing prices of the Parent's common stock for each trading day from March 12, 2001 through the Effective Date, equal to the product of (x) two (2), and (y) the Annual Base Salary, plus the Executive's average annual bonus received from the Company (based on the immediately preceding two calendar years, or date such lesser number of years if applicableaward is made) (the "Average Annual Bonus"“Plan”), with such award to be made effective on the Effective Date (the “Signing Award”). Except The shares of Common Stock subject to the Signing Award will be “restricted shares” and will be subject to vesting as otherwise provided herein, all restrictions on follows in accordance with the terms of a Restricted Stock Award Agreement: (A) 25% of the shares of Restricted the unvested Common Stock subject to the Signing Award shall lapsevest on the one year anniversary of the Effective Date (the “Anniversary Date”); and (B) the remaining unvested shares of Common Stock subject to the Signing Award shall vest in equal installments on a monthly basis during the thirty-six (36) months following the Anniversary Date. (ii) In addition to the Signing Award, and in the shares event the Company is sold on or prior to March 31, 2024 for cash in a transaction valued at or above $29.56 per share (a “Sale Transaction”), immediately prior to the consummation of such Sale Transaction, the Executive shall be vested, with respect to one third ( 1/3) of such granted that number of shares on of Common Stock under the first anniversary Plan that brings Executive’s total ownership of Common Stock as of the date of grant, one third ( 1/3) of such number of shares on day immediately prior to the second anniversary closing of the date Sale Transaction (taking into account any shares owned by Executive separate and apart from the shares awarded in the Sale Transaction) to 2.0% of grant, the issued and one third ( 1/3) outstanding shares of such number of shares Common Stock on a fully diluted basis (the third anniversary “Transaction Shares”). The Transaction Shares shall be fully vested as of the date of grant. In additionFor purposes of this Agreement, on the Effective Date, Parent a Sale Transaction shall grant to the Executive 200,000 options to purchase Parent common stock (the "Option"), pursuant to the terms include a sale of Parent's stock incentive plan. The Option will have an exercise price equal to the fair market value all of the stock subject thereto on the date of grant determined in accordance with the terms of and standard practice under Parent's stock incentive plan and shall vest and become exercisable on the third anniversary capital securities of the date Company or a sale of grant. As soon as practicable following substantially all of the Effective DateCompany’s assets in a single transaction or series of related transactions, Parent and or a merger of the Executive shall enter into a written stock option and restricted stock agreement under Company with another entity regardless of whether the terms of Parent's stock incentive plan containing Company is the terms and provisions not inconsistent with those set forth herein. Without limiting the generality of Section 3(b)(iv) hereof, the Executive shall also be eligible for additional equity and non-equity awards under Parent's stock incentive and other long-term incentive compensation plans during the Retention Period, as determined by the Board of Directors of Parent or its delegate surviving entity in the Board's or such delegate's sole discretiontransaction.

Incentive Awards. On the Effective Date, Parent shall grant to the Executive such number of 300,000 restricted shares of Parent's common stock (the "Restricted Stock"), ) pursuant to the terms of Parent's stock incentive plan, with a value, determined based upon the average of the closing prices of the Parent's common stock for each trading day from March 12, 2001 through the Effective Date, equal to the product of (x) two (2), and (y) the Annual Base Salary, plus the Executive's average annual bonus received from the Company (based on the immediately preceding two calendar years, or such lesser number of years if applicable) (the "Average Annual Bonus"). Except as otherwise provided herein, all restrictions on the shares of Restricted Stock shall lapse, and the shares shall be fully vested, with respect to one third ( 1/3) of such number of shares on the first anniversary of the date of grant, one third ( 1/3) of such number of shares on the second anniversary of the date of grant, and one third ( 1/3) of such number of shares on the third anniversary of the date of grantEffective Date. In addition, on On the Effective Date, Parent shall also grant to the Executive 200,000 options an option to purchase Parent acquire 1,200,000 shares of Parent's common stock (the "Option"), pursuant to the terms of Parent's stock incentive plan. The Option will have an exercise price equal to the fair market value of the stock subject thereto on the date of grant (determined in accordance with the terms of and standard practice under Parent's stock incentive plan plan) and shall remain exercisable for a term not to extend beyond the earlier of the tenth anniversary of the date of grant or the third anniversary of the Executive's Date of Termination, whether or not the Executive remains employed by the Company. Except as otherwise provided herein, the Option shall vest with respect to one third ( 1/3) of the Option shares on the first anniversary of the date of grant, one third ( 1/3) of the Option shares on the second anniversary of the date of grant, and become exercisable one third ( 1/3) of the Option shares on the third anniversary of the date of grant. As soon as practicable following the Effective Date, Parent and the Executive shall enter into a written stock option and restricted stock agreement under the terms of Parent's stock incentive plan containing the terms and provisions not inconsistent with those set forth herein. Without limiting the generality of Section 3(b)(iv3(b)(v) hereof, the Executive shall also be eligible for additional equity and non-equity awards under Parent's stock incentive and other long-term incentive compensation plans during the Retention Period, Period as determined by the Board of Directors of Parent or its delegate in the Board's its (or such its delegate's 's) sole discretion.

Incentive Awards. On the Effective Date, Parent shall grant to the Executive such number of restricted shares of Parent's common stock (the "Restricted Stock"), pursuant to the terms of Parent's stock incentive plan, with a value, determined based upon the average of the closing prices of the Parent's common stock for each trading day from March 12, 2001 through the Effective Date, equal to the product of (x) two (2), and (y) the Annual Base Salary, plus the Executive's average annual bonus received from the Company (based on the immediately preceding two calendar years, or such lesser number of years if applicable) (the "Average Annual Bonus"). Except as otherwise provided herein, all restrictions on the shares of Restricted Stock shall lapse, and the shares shall be vested, with respect to one third ( 1/3) of such number of shares on the first anniversary of the date of grant, one third ( 1/3) of such number of shares on the second anniversary of the date of grant, and one third ( 1/3) of such number of shares on the third anniversary of the date of grant. In addition, on the Effective Date, Parent shall grant to the Executive 200,000 125,000 options to purchase Parent common stock (the "Option"), pursuant to the terms of Parent's stock incentive plan. The Option will have an exercise price equal to the fair market value of the stock subject thereto on the date of grant determined in accordance with the terms of and standard practice under Parent's stock incentive plan and shall vest and become exercisable on the third anniversary of the date of grant. As soon as practicable following the Effective Date, Parent and the Executive shall enter into a written stock option and restricted stock agreement under the terms of Parent's stock incentive plan containing the terms and provisions not inconsistent with those set forth herein. Without limiting the generality of Section 3(b)(iv) hereof, the Executive shall also be eligible for additional equity and non-equity awards under Parent's stock incentive and other long-term incentive compensation plans during the Retention Period, as determined by the Board of Directors of Parent or its delegate in the Board's or such delegate's sole discretion.

Incentive Awards. On the Effective Date, Parent shall grant to the Executive such number of 300,000 restricted shares of Parent's common stock (the "Restricted Stock"), ) pursuant to the terms of Parent's stock incentive plan, with a value, determined based upon the average of the closing prices of the Parent's common stock for each trading day from March 12, 2001 through the Effective Date, equal to the product of (x) two (2), and (y) the Annual Base Salary, plus the Executive's average annual bonus received from the Company (based on the immediately preceding two calendar years, or such lesser number of years if applicable) (the "Average Annual Bonus"). Except as otherwise provided herein, all restrictions on the shares of Restricted Stock shall lapse, and the shares shall be fully vested, with respect to one third ( 1/3) of such number of shares on the first anniversary of the date of grant, one third ( 1/3) of such number of shares on the second anniversary of the date of grant, and one third ( 1/3) of such number of shares on the third anniversary of the date of grantEffective Date. In addition, on On the Effective Date, Parent shall also grant to the Executive 200,000 options an option to purchase Parent acquire 1,200,000 shares of Parent's common stock (the "Option"), pursuant to the terms of Parent's stock incentive plan. The Option will have an exercise price equal to the fair market value of the stock subject thereto on the date of grant (determined in accordance with the terms of and standard practice under Parent's stock incentive plan plan) and shall remain exercisable for a term not to extend beyond the earlier of the tenth anniversary of the date of grant or the third anniversary of the Executive's Date of Termination, whether or not the Executive remains employed by the Company. Except as otherwise provided herein, the Option shall vest with respect to one third (1/3) of the Option shares on the first anniversary of the date of grant, one third (1/3) of the Option shares on the second anniversary of the date of grant, and become exercisable one third (1/3) of the Option shares on the third anniversary of the date of grant. As soon as practicable following the Effective Date, Parent and the Executive shall enter into a written stock option and restricted stock agreement under the terms of Parent's stock incentive plan containing the terms and provisions not inconsistent with those set forth herein. Without limiting the generality of Section 3(b)(iv3(b)(v) hereof, the Executive shall also be eligible for additional equity and non-equity awards under Parent's stock incentive and other long-term incentive compensation plans during the Retention Period, Period as determined by the Board of Directors of Parent or its delegate in the Board's its (or such its delegate's 's) sole discretion.

Incentive Awards. On the Effective Date, Parent shall grant to the Executive such number of restricted shares of Parent's common stock (the "Restricted Stock"), pursuant to the terms of Parent's stock incentive plan, with a value, determined based upon the average of the closing prices of the Parent's common stock for each trading day from March 12, 2001 through the Effective Date, equal to the product of (x) two (2), and (y) the Annual Base Salary, plus the Executive's average annual bonus received from the Company (based on the immediately preceding two calendar years, or such lesser number of years if applicable) (the "Average Annual Bonus")$1,000,000. Except as otherwise provided herein, all restrictions on the shares of Restricted Stock shall lapse, and the shares shall be vested, with respect to one third ( (1/3) of such number of shares on the first anniversary of the date of grant, one third ( (1/3) of such number of shares on the second anniversary of the date of grant, and one third ( (1/3) of such number of shares on the third anniversary of the date of grant. In addition, on the Effective Date, Parent shall grant to the Executive 200,000 125,000 options to purchase Parent common stock (the "Option"), pursuant to the terms of Parent's stock incentive plan. The Option will have an exercise price equal to the fair market value of the stock subject thereto on the date of grant determined in accordance with the terms of and standard practice under Parent's stock incentive plan and shall vest and become exercisable on the third anniversary of the date of grant. As soon as practicable following the Effective Date, Parent and the Executive shall enter into a written stock option and restricted stock agreement under the terms of Parent's stock incentive plan containing the terms and provisions not inconsistent with those set forth herein. Without limiting the generality of Section 3(b)(iv) hereof, the Executive shall also be eligible for additional equity and non-equity awards under Parent's stock incentive and other long-term incentive compensation plans during the Retention Period, as determined by the Board of Directors of Parent or its delegate in the Board's or such delegate's sole discretion; provided, however, that the Executive acknowledges that the Parent and the Company have met their obligation to the Executive with respect to equity and non-equity awards to the Executive for calendar years 2001 and 2002 as of the date of the execution of this Agreement.