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 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 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 later than 45 days following In addition to any other equity-based compensation or equity awards the Commencement Company or any other member of the Company Group grants to Executive on or after the Effective Date, the Company shall take such actions grant to Executive, as shall be necessary to grant you soon as practicable following the right Effective Date, nonqualified options to purchase (the “Stock Purchase Right”a total of three million(3,000,000) the number of shares of the Company’s common stock stock, par value $0.001 (collectively, the “Shares” and each, individually, a “Share”), at a price of fifty-five cents ($0.55) per Share which the parties agree reflects the fair market value of the Shares. Such options shall be granted pursuant to an option plan and award agreements which shall include the following terms: (a) Two million, five hundred thousand (2,500,000) Shares (the “Common StockService Option”) equal shall vest as follows, subject to six percent Executive’s continued service to the Company and the other provisions of this Agreement: (6%i) the Service Option shall have a term of ten (10) years from the date of grant (the “Service Option Expiration Date”); and (ii) the Service Option shall vest as to one-twelfth (1/12) of the Company’s outstanding capital stock Shares three (3) months after the Effective Date, and as to an additional one-twelfth (1/12) of the Commencement Shares on such date every third month thereafter through the date three (3) years after the Effective Date. Each tranche of Shares subject to the Service Option shall become exercisable on the earlier of (i) one (1) year after the date each tranche shall vest, (ii) the second anniversary of the Effective Date, calculated based on or (iii) the Fully Diluted Capitalization earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company Company. Notwithstanding the foregoing, in the event of a “Change of Control” (as defined in the next sentenceCompany’s 2016 Equity Incentive Plan) at a per-share purchase price equal any unvested portion of the Service Option shall vest and become exercisable effective immediately prior to such event. (b) Five hundred thousand (500,000) Shares (the “Performance Option”) shall vest as follows, subject to Executive’s continued service to the per-share fair market value Company and the other provisions of this Agreement: (i) the underlying shares on Performance Option shall have a term of ten (10) years from 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 grant (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 RepurchasePerformance Option Expiration Date”). The Restricted Stock ; and (ii) the Performance Option shall vest, and the Right of Repurchase lapse, with respect vest as to thirty-three and one-third one hundred percent (33 1/3100%) of the total Shares subject thereto if, and only if, prior to the third anniversary of the Effective Date, the Shares have traded at a price of ten dollars ($10.00) per Share, or more, for a period of ninety (90) consecutive trading days during which an average of at least 500,000 shares are traded per day. The Performance Option shall cease to vest upon Executive’s termination of Restricted Stock employment for any reason other than death, Disability or an involuntary termination without Cause or for Good Reason (each as defined in Section 7), in which case the Performance Option shall cease to vest on the first anniversary of the Commencement Date and with respect Executive’s termination of employment unless the performance conditions in the preceding sentence have been satisfied prior to 1/36th such date. The Performance Option shall become exercisable on the earlier of such shares of Restricted Stock on each monthly (i) one (1) year after the vesting date, (ii) the second anniversary of the Commencement Date thereafter so that Effective Date, or (iii) the Restricted Stock earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. Notwithstanding the foregoing, in the event of a Change of Control, if the Performance Option criteria has been satisfied prior to such date, or if the Share value achieved in the Change in Control is at or above ten dollars ($10.00) per Share, the Performance Option shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, exercisable immediately prior to such Change 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 CompanyControl.

Initial Equity Grant. No later than 45 days following the Commencement Date, the Company shall take such actions as shall Employee will be necessary to grant you the right to purchase granted 25,000 Restricted Stock Units (the “Stock Purchase RightSign-on RSUs”) issued under the number Incentive Plan with vesting in three equal annual installments starting September 1, 2025. Employee will be granted a stock option with respect to 120,000 shares of shares Company’s common stock (“Option”) issued under the Incentive Plan with a grant date when the Company’s Compensation Committee approves the grant (“Grant Date”) with an exercise price equal to the closing price of the Company’s common stock on the Grant Date (the “Common StockGrant Date Exercise Price”). Half of the Option (“3x Portion”) equal to six percent will vest when the average closing Company stock price is three times the Grant Date Exercise Price for a period of 10 consecutive trading days and half (6%“5x Portion”) will vest when the average closing Company stock price is five times the Grant Date Exercise Price for 10 consecutive trading days (the day an applicable portion of the Option will vest, “Option Vesting Date”). Option shall expire 10 years after Grant Date. Any portion of the Sign-on RSUs and Option which remains unvested as of the date of Employee’s termination of employment shall become forfeited on such date; provided, in the event there is a termination of employment of Employee which is covered by Section 5(c)(iii) of the CompanyAgreement, subject to Employee executing a Release and such Releases becoming irrevocable during the Release Period and Employee continuing to comply with all of Employee’s outstanding capital stock as restrictive covenants during the 12 months period following such termination, (1) any unvested Sign-on RSUs that are scheduled to vest within one year after such termination of employment shall continue to vest during such 12 months period (and all remaining Sign-on RSUs shall be forfeited), (2) any unvested Option shall vest on a termination of employment (the portion of the Commencement DateOption which becomes vested by reason of this clause, calculated based on “Termination Option”), and (3) the Fully Diluted Capitalization vested portion of the Company (Option and the Termination Option will remain exercisable for a 90 day period following such termination of employment, provided that the Option will expire or be canceled, as applicable, to the extent it would otherwise expire or be canceled if such termination of employment did not occur). Any unvested portion of the Sign-on RSUs and the Option will vest upon the occurrence of a Change in Control, 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 Both the Stock Purchase Right (the “Restricted Stock”) Option and Sign-on RSUs shall otherwise 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 governed by the terms of the Plan and a restricted stock purchase applicable award agreement thereof (the “Restricted Stock Purchase Agreement”) including with respect expiration of Option in the form attached hereto as Exhibit B to be entered into between you and the Companycase of termination of employment).

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 On the Commencement Effective Date, the Company shall take such actions as shall Executive will be necessary to grant you granted the right to purchase following equity-based awards (the “Stock Purchase RightInitial Grant”), provided that the Initial Grant will be subject to the Company’s shareholder approval of the Company’s 2015 equity incentive plan (the “Equity Plan”) at the number Company’s annual meeting of shareholders following the Effective Date (the “Annual Meeting”): (i) An option to acquire 182,050 shares of the Company’s common stock (the “Common Stock”) stock, with a per-share exercise price equal to six percent (6%) the closing price of one share of the Company’s outstanding capital 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 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 Effective Date (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 RepurchaseOption”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-Option will vest ratably over three and one-third percent (33 1/3%) years on each of the total shares of Restricted Stock on the first anniversary three anniversaries 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 Effective Date, in each case, subject to your continued service to the Executive’s continuous employment with the Company hereunder except as otherwise provided herein. You through each applicable vesting date, and will be permitted subject to purchase such terms and conditions as set forth in the shares of Restricted Stock using a full recourse promissory note, equal to Equity Plan and the value applicable award agreement governing the grant of the entire purchase, in a form Option attached hereto as Exhibit A; and (ii) 40,016 restricted stock units (the “RSUs”), with such RSUs vesting ratably over three years on each of the first three anniversaries of the Effective Date, subject to the Executive’s continuous employment with the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall through each applicable vesting date, and will be subject to such terms and conditions set forth in the terms Equity Plan and the applicable award agreement governing the grant of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form RSUs attached hereto as Exhibit B B. The Parties hereby agree that, in the event the Company’s shareholders fail to approve the Equity Plan at the Annual Meeting, the Initial Grant award shall be entered into between you immediately cancelled (the “Cancellation”) and the CompanyCompany and the Executive will work together in good faith to implement a mutually agreeable long-term incentive arrangement providing the Executive with substantially similar economic opportunity, value, vesting and performance conditions (the “Replacement Arrangement”), including with respect to the period commencing on the Effective Date and ending on the date the Replacement Arrangement is effective. In all events, the Replacement Arrangement shall become effective within four months following the Cancellation.