Common use of Initial Equity Grant Clause in Contracts

Initial Equity Grant. No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Company.

Initial Equity Grant. No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary Executive received a one-time equity award of options to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common acquire stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “PlanOptions”) that are not subject to outstanding options and restricted stock or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right restricted stock units (the “Restricted Stock”) shall be subject to a right in connection with the initial execution of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”)this Agreement. The Options and Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be are subject to the terms of the Plan underlying award agreements and a restricted stock purchase agreement the Company’s equity plan in effect from time to time. Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause (defined below) or by Executive for Good Reason (defined below), or by reason of death or Disability (defined below), then Executive’s then unvested Options and Restricted Stock granted pursuant to this Section 4(f) shall vest (and the restrictions on such Restricted Stock shall lapse) on the date such unvested Options and Restricted Stock would otherwise vest (and the restrictions on such Restricted Stock would lapse) had Executive remained an employee of the Company on such dates, provided that the Release Condition (defined below) is satisfied (and any unvested Options and Restricted Stock granted pursuant to this Section 4(f) shall not expire or be forfeited before satisfaction of the Release Condition but shall expire or be forfeited promptly if and when the Release Condition is not satisfied), and provided further that Executive will be responsible for satisfying any tax withholding obligations that may arise at the time they arise but may elect to cause the Company to withhold or repurchase shares (to the statutory minimum tax withholding levels and subject to any limitations that the Board or Compensation Committee may impose in order for the Company to remain in compliance with any debt or indenture covenants or similar undertakings (the “Restricted Stock Purchase AgreementDebt Limitations”)). With respect to any Options that vest pursuant to this Section 4(f), Executive shall have six (6) months after the date of the vesting of such Options within which to exercise any such Options, but in no event shall such exercise period be longer than the form attached hereto 10th anniversary of the date of grant of such Option (or such earlier date as Exhibit B to be entered into between you and provided under Sections 12 or 13 of the CompanyHarbinger Group Inc. 2011 Omnibus Equity Award Plan (the “2011 Equity Plan”)).

Initial Equity Grant. No later than 45 days following Subject to the Commencement approval of the Compensation Committee, on the Effective Date, the Company shall take such actions as Executive shall be necessary to grant you the right to purchase granted initial grants of Equity Awards (the “Stock Purchase RightInitial Grants”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization following terms: (i) a grant of the Company (as defined in the next sentence) at restricted stock with a per-share purchase price equal to the per-share grant date fair market value of the underlying shares on the date of grant$2,300,000 (determined in accordance with FASB) that vests, subject to continued employment, as determined reasonably by the Board in good faith. For the purposes follows (A) restricted stock with a grant date fair value of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) $1,100,000 that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock vests on the first anniversary of the Commencement Date and Effective Date, (B) restricted stock with respect to 1/36th a grant date fair value of such shares of Restricted Stock $1,100,000 that vests on each monthly the second anniversary of the Commencement Effective Date thereafter so and (C) restricted stock with a grant date fair value of $100,000 that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed vests on the third anniversary of the Commencement Effective Date, and (ii) restricted stock with a grant date fair value of $1,300,000 (determined in accordance with FASB) that vests, subject to continued employment, on the seventh anniversary of the Effective Date. In the event that the Company provides Executive timely notice, in accordance with Section 2, that the Company is not renewing the Employment Term, upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, or due to Executive’s death or Incapacity, in each casecase on or after the Expiration Date, subject the restricted stock grant set forth at clause (ii) shall become vested on the same basis as provided in Section 4 for Equity Awards on a termination by the Company without Cause or by Executive for Good Reason, or due to your continued service Executive’s death or Incapacity, as applies, without regard for such expiration. All other terms and conditions of the Initial Grants shall be established by the Compensation Committee prior to the Effective Date; provided that the Company hereunder except may make the Initial Grants as otherwise provided herein. You will be permitted an “inducement award” and not expressly pursuant to purchase the Plan in which case the Company shall take all actions as are required to satisfy NASDAQ listing rules applicable to such grants and shall file a Form S-8 registering the shares of Restricted Stock using a full recourse promissory note, equal to common stock respecting the value of the entire purchase, Initial Grants in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Companytimely manner.

Initial Equity Grant. No later than 45 days The Company shall grant to Executive, as soon as practicable following the Commencement Effective Date, the Company shall take such actions as shall be necessary to an initial equity grant you the right to purchase (the “Stock Purchase RightInitial Equity Grant”) the number of shares of One Million (1,000,000) restricted stock units (“RSUs”). The Initial Equity Grant is being made under the Company’s common stock 2016 Equity Incentive Plan (as amended from time to time, the “Common Stock2016 EIP”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date), calculated based on the Fully Diluted Capitalization of the Company will be evidenced by an Award Agreement (as defined in the next sentence2016 EIP) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of between the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) Executive in the form attached hereto as Exhibit B (the “Award Agreement”), and will be made not later than thirty (30) days after the Effective Date. Subject to Article 8, the RSUs subject to the Initial Equity Grant shall one-time xxxxx xxxx on the third (3rd) anniversary of the Effective Date, provided that Executive is continuously employed by the Company through such vesting date (except as otherwise provided in Article 8). Notwithstanding the foregoing, in the event of a “Change of Control” (as defined below) all RSUs shall vest in full effective immediately prior to such event, and the Board may, in its sole discretion, determine to accelerate the vesting of up to one-third of the Initial Equity Grant during each calendar year based on Executive’s performance. Each vested RSU shall be entered into between you settled by delivery to Executive of one share of common stock, $0.001 par value per share (the “Common Stock”), of the Company per vested RSU within (10) days after the applicable vesting date (each such applicable date, the “Settlement Date”). Upon the Settlement Date, Executive shall be entitled, at his discretion and to the extent permitted by applicable law and the Company’s Xxxxxxx Xxxxxxx Policy, to satisfy his tax obligations arising in connection with the settlement of his vested RSUs through the sale by Executive in the open market of a number of shares of Common Stock underlying the vested RSUs up to the maximum applicable withholding rate. As permitted by law and subject to any required consents (including under any applicable agreements of the Company) , on or before each Settlement Date, the Company shall use its commercially reasonable efforts to file a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “SEC”) to allow Executive (and if permitted by the Company, other senior executives) to settle a number of vested RSUs sufficient to cover his employment tax obligation arising in connection with the settlement of his vested RSUs in the open market pursuant to such Form S-8. “Change of Control” shall have the meaning provided in the 2016 Plan, except that (i) for purposes of determining whether a Change of Control has occurred under this Agreement, the acquisition of additional shares of Common Stock and/or convertible or voting securities by Xxxxxx Xxxxx and/or his Affiliates (as defined below) resulting in him and/or his Affiliates having Beneficial Ownership (as such term is defined in the Securities Exchange Act of 1934, as amended) of more (or subsequently less) than 50% of the total voting power of the stock of the Company will not be considered a Change of Control, and (ii) for purposes of the RSUs (and any other amounts payable on a Change of Control that constitute “nonqualified deferred compensation” within the meaning of the 409A Rules), a Change of Control shall only be deemed to occur if such transaction also constitutes a “change of control event” within the meaning of the 409A Rules.

Initial Equity Grant. No later than 45 days following Employee shall be granted, subject to the Commencement Date, approval of the Compensation Committee of the Board of Directors of the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase RightCommittee”) at the number of shares of first regularly scheduled Committee meeting after the Company’s Effective Date, restricted stock units based on Company common stock (the “Common StockRestricted Stock Units”) with an aggregate grant date fair value equal to six percent (6%) $375,000, with the number of Restricted Stock Units to be determined using the Company’s outstanding capital closing price of Company common stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by ; provided that the Board in good faith. For the purposes value of such grant of Restricted Stock Units may be subject to reduction pursuant to Section 7 of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vestUnits will vest in three equal annual installments on each of the first three anniversaries of the date of grant, subject to Employee’s continued employment through each vesting date (unless vesting is accelerated pursuant to Section 6(b) of this Agreement), and will otherwise be subject to the Right of Repurchase lapse, with respect same terms and conditions as full value equity awards granted to thirty-three and one-third percent (33 1/3%) similarly situated employees of the total shares of Company generally; provided, however, that, the vested Restricted Stock Units shall settle, subject to Employee’s continued compliance with the covenants set forth in Sections 8 and 9, following Employee’s termination of employment with the Company for any reason in equal installments over a twelve-month period on each of the Company’s payroll dates beginning on the first payroll date following the date of termination employment and ending on the first anniversary of the Commencement Date date of termination, subject to any delay required by Section 12(f) of this Agreement. In the event that the Committee does not approve the grant of such Restricted Stock Units within three months following the Effective Date, the Company shall grant employee a cash-settled award with the same terms and conditions, including, without limitation, with respect to 1/36th the value, vesting and settlement of such shares award, as would have been applicable to the grant of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the CompanyUnits described above.

Initial Equity Grant. No Employer shall grant to Employee, as soon as practicable following the Start Date, but no later than 45 15 days following the Commencement Datethereafter, the Company shall take such actions as shall be necessary to grant you the right to purchase (i) fully vested Employer common shares (the “Stock Purchase RightInitial Employer Shares”) having an aggregate fair market value on the number date of shares of the Company’s common grant equal to $3,250,000, (ii) fully vested and exercisable Employer stock options (the “Common StockInitial Employer Stock Options”) equal to six percent having (6%A) a number of the Company’s outstanding capital stock underlying Employer common shares determined so that, as of the Commencement Datedate of grant, calculated based on the Fully Diluted Capitalization aggregate Black-Scholes value of the Company Initial Employer Stock Options is equal to $3,250,000, (as defined in the next sentenceB) at a per-strike price per share purchase price of Employer common stock equal to the per-closing price per Employer common share fair market value as reported by the National Association of the underlying shares Securities Dealers Automated Quotations on the date of grant, as determined reasonably (C) an expiration date of ten years from the date of grant and (D) a remaining exercise period of three years following the termination of Employee’s employment with Employer due to Employee’s death or Disability or the termination of Employee’s employment by Employer without Cause (provided that in no event shall the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital Initial Employer Stock Options continue to be exercisable after their original expiration date) and (iii) Employer restricted stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan units (the “PlanInitial Employer RSUs”) that are not subject to outstanding options or other equity awards plus(x) having a number of underlying Employer common shares determined so that, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise as of the Stock Purchase Right (date of grant, the “Restricted Stock”) shall be subject to a right of repurchase in favor aggregate fair market value of the Company at Employer common shares underlying the original purchase price thereof Initial Employer RSUs is equal to $6,500,000 and (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirtyy) cliff-three and one-third percent (33 1/3%) of the total shares of Restricted Stock vesting on the first second anniversary of the Commencement Date and date of grant, with respect to 1/36th no provision for early vesting upon termination of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Dateemployment, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Ratedeath or disability. The Restricted Stock Initial Employer RSUs shall be subject to the terms and conditions set forth in Employer’s form of restricted stock unit award agreement for executives (except to the extent that any provisions thereof conflict with the provisions of this Agreement) and the accelerated vesting provision set forth in the Change in Control Agreement. Employer’s obligation to deliver the Initial Employer Shares, the Initial Employer Stock Options and the Initial Employer RSUs to Employee is conditioned on Employee’s providing Employer with reasonably satisfactory evidence of the Plan Forfeited Equity Awards and a restricted stock purchase agreement (Employee’s forfeiture thereof. The Initial Employer Shares, the “Restricted Initial Employer Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you Options and the CompanyInitial Employer RSUs shall be granted under, and subject to the terms and conditions of, the 2006 Omnibus Equity Incentive Compensation Plan (except to the extent that any provisions thereof conflict with the provisions of this Agreement).

Initial Equity Grant. No later than 45 days As soon as practicable on or following Executive’s first date of employment and upon approval by the Commencement DateBoard of Directors (or appropriate committee thereof), the Company shall take such actions as shall Executive will be necessary to grant you the right to purchase granted a non-qualified stock option (the “Stock Purchase RightOption”) the number of to purchase [INSERT NUMBER] shares of Common Stock of the Company’s common stock Company (the “Common Stock”) equal which will vest and become exercisable at the rate of [ ]. All Stock Options granted to six percent (6%) Executive will be granted under one of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a perLong-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Term Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) Plans and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms and conditions set forth in such plan and the agreement executed in connection with such grant. [In addition, as of Executive’s first date of employment, Executive will be granted [INSERT NUMBER] restricted shares of Common Stock of the Plan and a restricted stock purchase agreement Company (the “Restricted Stock Purchase AgreementShares”) which will vest and become non-forfeitable at the rate of [ ]. The Restricted Shares granted to Executive will be granted under one of the Company’s Long-Term Incentive Plans and will be subject to the terms and conditions set forth in the form attached hereto as Exhibit B to be entered into between you such plan and the agreement executed in connection with such grant.] [DELETE OR MODIFY AS APPLICABLE] [In addition, as of Executive’s first date of employment, Executive will be granted [INSERT NUMBER] restricted stock units of the Company’s Common Stock (the “RSUs”) which will vest and become non-forfeitable at the rate of [ ]. The RSUs granted to Executive will be granted under one of the Company’s Long-Term Incentive Plans in accordance with and subject to the terms and conditions set forth in such plan and the agreement executed in connection with such grant.] [DELETE OR MODIFY AS APPLICABLE] [In addition, as of Executive’s first date of employment, Executive will be granted [INSERT NUMBER] performance shares (the “Performance Shares”) which will vest and become non-forfeitable in accordance with the terms of the performance share agreement executed in connection with such grant. The Performance Shares granted to Executive will be granted under one of the Company’s Long-Term Incentive Plans in accordance with and subject to the terms and conditions set forth in such plan and the agreement executed in connection with such grant.] [DELETE OR MODIFY AS APPLICABLE]

Initial Equity Grant. No later (i) Upon the Effective Date and in lieu of any other equity grant with respect to 2014, the Executive shall be granted an equity award in the form of restricted stock units based on the Company’s common stock with a Fair Market Value (as defined in the Company’s Amended and Restated 2011 Omnibus Incentive Compensation Plan) equal to the amount set forth on Exhibit A (the “Regular Restricted Stock Units”). The Executive will be fully vested in 25% of the Regular Restricted Stock Units as of the Effective Date, and will vest in the remaining 75% of the Regular Restricted Stock Units ratably, in 25% increments, on each of December 31, 2014, December 31, 2015, and December 31, 2016 (each such date a “Vesting Date”), subject to the Executive’s continued employment with the Company through each such date. Notwithstanding the foregoing, in the event of a termination of the Executive’s employment without Cause or if the Executive resigns for Good Reason, in each case, other than 45 days within eighteen (18) months following the Commencement Effective Date, the Company shall take such actions as shall be necessary Executive will vest in that number of Restricted Stock Units equal to grant you the right to purchase product of (the “Stock Purchase Right”A) the number of Restricted Stock Units scheduled to vest on the next Vesting Date and (B) a fraction, the numerator of which is the number of days from the immediately preceding Vesting Date prior to the termination of employment, and the denominator of which is 365; provided, however, that solely in the event of a termination of the Executive’s employment without Cause or if the Executive resigns for Good Reason, in each case, within eighteen (18) months following the Effective Date, the Executive will vest in that number of Restricted Stock Units equal to the total number of Restricted Stock Units scheduled to vest on the next Vesting Date, without proration. Regular Restricted Stock Units shall be settled promptly upon vesting. Any shares of the Company’s common stock (provided to the “Common Stock”) equal to six percent (6%) Executive in settlement of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably Regular Restricted Stock Units shall be retained by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject Executive (after giving effect to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, any tax withholding obligations with respect to thirty-three and one-third percent (33 1/3%) of the total shares of such Regular Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement DateUnits) until December 31, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Company2016.