Common use of RIGHT OF REACQUISITION Clause in Contracts

RIGHT OF REACQUISITION. The Company shall reacquire the Shares that have not yet vested in accordance with Section 2 herein (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”): (a) In the event of a termination of Director’s Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director or his representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after termination of Director’s Continuous Service to the Company, and the Escrow Holder may then release to Director the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after termination of Director’s Continuous Service to the Company, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (b) To facilitate operation of the Company’s Reacquisition Right, the Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference. Director agrees to execute three (3) Assignment Separate From Certificate forms (with date and number of shares blank) attached hereto as Exhibit B and incorporated herein by this reference and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such Joint Escrow Instructions (the “Escrow Agent”) (provided, however, the parties agree that the Shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with the Company’s transfer agent pursuant to the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services of the Company’s transfer agent for any of the foregoing.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company's bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a "Reacquisition Right"). (b) To the extent a Reacquisition Right is not provided in the Company's bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “"Unvested Shares”") on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company shall, simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting PeriodService, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company shall have the Company’s Reacquisition Rightright to reacquire Unvested shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant 's Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The Company shall have the right to reacquire all or any part of the Shares that shares received pursuant to your Award (a “Reacquisition Right”)that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (a) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (b) To facilitate operation of the Company’s Reacquisition Right, the Shares The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (c) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (d) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. (a) The Company shall have the right (the “Reacquisition Right”) to reacquire the Shares shares you received pursuant to your Award that have not as yet vested in accordance with the Vesting Schedule on the Grant Notice, or which have not yet otherwise vested in accordance with Section 2 herein 1 of this Agreement, (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Corporate Secretary of the Company, or any successor Escrow Holder as defined belowAgent appointed in accordance with the Joint Escrow Instructions (the “Escrow Agent”)), within ten (10) within ninety (90) business days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder Agent may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder Agent shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company shall have the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Assignments Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated Escrow Agent pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a stockholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of such shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes been released from the Company Reacquisition Right. (v) If, from time to hold and maintain evidence time, there is any Capitalization Adjustment or other change in the character or amount of ownership in its sole control with the Company’s transfer agent pursuant to the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services of the Company’s transfer agent for any of the foregoingoutstanding stock of the Company which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s Continuous your Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s Continuous Service to the Companyyour Service, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company shall have the Company’s Reacquisition Right, the right to reacquire Unvested Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference. Director agrees to execute three for no monetary consideration (3) Assignment Separate From Certificate forms (with date and number of shares blank) attached hereto as Exhibit B and incorporated herein by this reference and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the sharesthat is, for use by $0.00). (iii) If, from time to time, there is any stock dividend, stock split or other change in the escrow agent designated pursuant to the terms character or amount of such Joint Escrow Instructions (the “Escrow Agent”) (provided, however, the parties agree that the Shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with the Company’s transfer agent pursuant to the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company initially shall have the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. (a) The Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”) as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwisethat is, for zero dollars ($0)) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of the Company’s Reacquisition Right, the Shares The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iii) Subject to the “Escrow Agent”provisions of your Award, you shall, during the term of your Award, exercise all rights and privileges of a stockholder of the Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares (which shall be subject to the same vesting and forfeiture restrictions as apply to the shares to which they relate) and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Reacquisition Right. (iv) If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event. (v) In addition to any other limitation on transfer created by applicable securities laws, you shall not sell, assign, hypothecate, donate, encumber, or otherwise dispose of any interest in the Common Stock while such shares of Common Stock are subject to the Reacquisition Right or continue to be held in the Joint Escrow; provided, however, the parties agree that the Shares an interest in such shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with the Company’s transfer agent transferred pursuant to a qualified domestic relations order as defined in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services Code or Title I of the Company’s transfer agent for any of the foregoingEmployee Retirement Income Security Act.

RIGHT OF REACQUISITION. The Company shall have the right to reacquire the Shares shares you received pursuant to your Award that have not yet vested as of the date the Company exercises its Reacquisition Right under this Section 4 in accordance with Section 2 herein the vesting provisions of the Award and the Plan (the “"Unvested Shares”") on the following terms and conditions (the “Reacquisition Right”):conditions: (a) In the event of a The Company shall, simultaneously with termination of Director’s your Continuous Service to (as defined in the Company occurring before the end of the Vesting PeriodPlan), the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right reacquisition right as to some or all of the Unvested SharesShares ("Reacquisition Right"). Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) in accordance with Section 9 herein within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (b) To facilitate operation of the Company’s Reacquisition Right, the Shares The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three (3) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant (the "Escrow Holder"). (c) Subject to the terms provisions of your Award and the Plan, you shall, during the term of your Award, possess all rights and privileges of a stockholder of the Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such Joint Escrow Instructions (the “Escrow Agent”) (provided, however, the parties agree that the Shares may be uncertificated, shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant 's Reacquisition Right. (d) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is then subject to the provisions of your Award (including a capital adjustment as described in subsection 12(a) of the Plan), then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your 1. representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company initially shall have the right to reacquire Unvested Shares for no monetary consideration (that is, for $0.00); provided, however, that the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration shall lapse at a minimum rate of twenty percent (20%) of the total number of shares subject to your Award per year over five (5) years from the Date of Grant. (iii) If your Award is not fully vested on the date of grant, the Shares shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a stockholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company's bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a "Reacquisition Right"). (b) To the extent a Reacquisition Right is not provided in the Company's bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “"Unvested Shares”") on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation The Company initially shall have the right to reacquire Unvested Shares for no monetary consideration (that is, for $0.00); provided, however, that the Company's right to reacquire Unvested Shares for no monetary consideration shall lapse at a minimum rate of twenty percent (20%) of the Company’s Reacquisition Righttotal number of shares subject to your Award per year over five (5) years from the Date of Grant. (iii) If your Award is not fully vested on the date of grant, the Shares shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a stockholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant 's Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. (a) The Company shall have the right to reacquire all or any part of the Shares shares (the “Reacquisition Right”) you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested SharesShares for the consideration that you paid or for no consideration if the shares were granted to you, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of the Company’s Reacquisition Right, the Shares The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three (3) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iii) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (iv) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation, the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director the you the 1. number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of the Company’s Reacquisition Right, the Shares The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iii) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (iv) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice or section 1 above (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s Continuous your Service to (as defined in the Company occurring before the end of the Vesting Period, the Company shall Plan) automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right reacquisition right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s Continuous Service to the Companyyour Service, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s Continuous Service to the Companyyour Service, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company initially shall have the right to reacquire Unvested shares for no monetary consideration (that is, for $0.00); provided, however, that the Company’s Reacquisition Rightright to reacquire Unvested shares for no monetary consideration shall lapse at the vesting rate set forth in the Grant Notice or, if no vesting rate is set forth in the Shares Grant Notice, at the rate of one third (1/3) of the total number of shares subject to your Award per year of Service over three (3) years beginning with the Vesting Commencement Date. (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment II and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a stockholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The Company shall reacquire the Shares that have not yet vested in accordance with Section 2 herein (the “"Unvested Shares”") on the following terms and conditions (the “"Reacquisition Right”"): (a) In the event of a termination of Director’s Continuous Service to the Company occurring before the end 's service as a member of the Vesting PeriodBoard occurring on or before March 6, 2002, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director or his representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after termination of Director’s Continuous Service to 's service as a member of the CompanyBoard, and the Escrow Holder may then release to Director the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after termination of Director’s Continuous Service to 's service as a member of the CompanyBoard, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (b) To facilitate operation of the Company’s 's Reacquisition Right, the Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference. Director agrees to execute three (3) Assignment Separate From Certificate forms (with date and number of shares blank) attached hereto as Exhibit B and incorporated herein by this reference and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such Joint Escrow Instructions (the “"Escrow Agent”") (provided, however, the parties agree that the Shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with the Company’s 's transfer agent pursuant to the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services of the Company’s 's transfer agent for any of the foregoing.

RIGHT OF REACQUISITION. (a) The Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”) that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company shall have the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees If the shares issued under your Award are certificated, you agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, if applicable, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. (a) The Company shall reacquire have a Reacquisition Right (as defined below) as to the Shares shares of Common Stock you acquire pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “"Unvested Shares”") on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company shall, simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting PeriodService, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested SharesShares (the "Reacquisition Right"), unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver of the Company's Reacquisition Right shall be exercised by the Company by pursuant to written notice to Director or his representative the Escrow Agent (with a copy to you or your representative) delivered simultaneous with the Company's written notice to the Escrow Holder as defined below) within ninety (90) days after Agent of your termination of Director’s Continuous Service to the Companyand, and upon receipt of any such waiver, the Escrow Holder Agent may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on upon receipt of the date that is ninety-one (91) days after Company's written notice of your termination of Director’s Continuous Service to the CompanyService, the Escrow Holder Agent automatically shall transfer to the Company the number of shares of Common Stock the Company is reacquiring. (bii) To facilitate operation of the Company’s Reacquisition Right, the The Unvested Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference. Director agrees to Attachment II. (iii) You agree to: (A) execute three (3) copies of the Assignment Separate From Certificate forms (with date and number of shares of Common Stock left blank) substantially in the form of Attachment I to this Agreement, and (B) execute the Joint Escrow Instructions attached hereto as Exhibit B Attachment II, and incorporated herein to deliver executed copies of each to the Company on the Date of Grant indicated on your Grant Notice (or such other date as requested by this reference and deliver the sameCompany), along with the Joint Escrow Instructions and certificate or certificates evidencing the sharesshares of Common Stock, all of which shall be for use by the escrow agent designated Escrow Agent pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) The Company's right to reacquire the “Escrow Agent”shares of Common Stock subject to your Award (and other property and securities received in connection therewith) (provided, however, pursuant to this Section 6 shall lapse at the parties agree that rate at which the Shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence shares of ownership in its sole control with the Company’s transfer agent Common Stock vest pursuant to the terms hereof)Vesting Schedule set forth in the Grant Notice. (v) Subject to the provisions of your Award (including, but not limited to, subparagraph 6(a)(vi) herein) and the Plan, during the term of your Award you shall exercise all rights and privileges of a shareholder of the Company with respect to the shares of Common Stock deposited in escrow. Director hereby authorizes Escrow Agent Subject to implement the provisions of subparagraph 6(a)(vi) herein, you shall be deemed to be the holder of the Unvested Shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares even if some or all of such shares have not yet vested and been released from the Company's Reacquisition Right. (vi) If, from time to time, there is any dividend or any Capitalization Adjustment as described in subsection 11(a) of the Plan, then in such event any and all new, substituted or additional securities (or other property or cash, as applicable) to which you are entitled by reason of your ownership of the Unvested Shares shall be immediately subject to the Reacquisition Right with the same force and effect as the Unvested Shares subject to this Reacquisition Right immediately before such event. (vii) If at any time during the term of the Reacquisition Right, a Corporate Transaction (as described in subsection 11(c) of the Plan) occurs, the Company may assign its discretion the services Reacquisition Right to any successor of the Company’s transfer agent for , and any successor of the foregoingCompany may assume this Award or substitute a similar stock award. If any surviving corporation or acquiring corporation refuses to assume this Award or substitute a similar stock award, the Reacquisition Right shall terminate immediately prior to the Corporate Transaction.

RIGHT OF REACQUISITION. (a) The Company shall reacquire have a Reacquisition Right as to the Shares shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested SharesShares as provided in the Award or otherwise. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company initially shall have the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) With respect to a Stock Issuance Award, the Company shall reacquire have a Reacquisition Right (as defined below) as to the Shares shares of Common Stock you acquire pursuant to your Award that have not as yet vested in accordance with the vesting schedule set forth in Section 2 herein 1 above (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event The Company shall, simultaneously with cessation of a termination of Director’s Continuous Service to the Company occurring before the end of the Vesting Periodyour Service, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested SharesShares (the “Reacquisition Right”), unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver of the Company’s Reacquisition Right shall be exercised by the Company by pursuant to written notice to Director or his representative the Escrow Agent (with a copy to you or your representative) delivered simultaneous with the Company’s written notice to the Escrow Holder as defined below) within ninety (90) days after termination Agent of Director’s Continuous your cessation of Service to the Companyand, and upon receipt of any such waiver, the Escrow Holder Agent may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after termination upon receipt of Director’s Continuous Service to the Company’s written notice of your cessation of Service, the Escrow Holder Agent automatically shall transfer to the Company the number of shares of Common Stock the Company is reacquiring. (bii) To facilitate operation of the Company’s Reacquisition Right, the The Unvested Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference. Director agrees Attachment IV. (iii) You agree to (A) execute three (3) copies of the Assignment Separate From Certificate forms (with date and number of shares of Common Stock left blank) substantially in the form attached hereto as Exhibit B Attachment III, and incorporated herein (B) execute the Joint Escrow Instructions attached hereto as Attachment IV, and to deliver executed copies of each to the Company on the Grant Date indicated on your Grant Notice (or such other date as requested by this reference and deliver the sameCompany), along with the Joint Escrow Instructions and certificate or certificates evidencing the sharesshares of Common Stock subject to this Award, all of which are for use by the escrow agent designated Escrow Agent pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) The Company’s right to reacquire the “Escrow Agent”shares of Common Stock subject to your Award (and other property and securities received in connection therewith) pursuant to this Section 8 shall lapse at the rate at which the shares of Common Stock vest pursuant to the vesting schedule set forth in the Grant Notice. (providedv) Subject to the provisions of your Award (including, howeverbut not limited to, subparagraph 8(a)(vi) herein) and the parties agree that Plan, during the term of your Award you shall exercise all rights and privileges of a stockholder of the Company with respect to the shares of Common Stock deposited in escrow. Subject to the provisions of subparagraph 8(a)(vi) herein, you shall be deemed to be the holder of the Unvested Shares for purposes of receiving any dividends which may be uncertificated, paid with respect to such shares and Director hereby instructs for purposes of exercising any voting rights relating to such shares even if some or all of such shares have not yet vested and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (vi) If, from time to time, there is any dividend or any capitalization adjustment as described in Article Four of the Plan, then in such event any and all new, substituted or additional securities (or other property or cash, as applicable) to which you are entitled by reason of your ownership of the Unvested Shares shall be immediately subject to the terms hereof). Director hereby authorizes Escrow Agent Reacquisition Right with the same force and effect as the Unvested Shares subject to implement this Reacquisition Right immediately before such event. (vii) If at any time during the term of the Reacquisition Right an event as described in Article Four, Section II, of the Plan occurs, the Company may assign its discretion the services Reacquisition Right to any successor of the Company’s transfer agent for , and any successor of the foregoingCompany may assume this Award or substitute a similar stock award. If any surviving corporation or acquiring corporation refuses to assume this Award or substitute a similar stock award in connection with such event, the Reacquisition Right shall terminate immediately prior to such event.

RIGHT OF REACQUISITION. (a) The Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”) as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company shall have the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. (a) The Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”) that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company shall have the Company’s Reacquisition Rightright to reacquire Unvested Shares for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Share Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, same for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation The Company shall have the right to reacquire the Unvested Shares upon termination of the Company’s Reacquisition Rightyour Continuous Service for no monetary consideration (that is, the Shares for $0.00). (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a stockholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificated, paid with respect to such shares and Director hereby instructs for purposes of exercising any voting rights relating to such shares; provided that any dividends payable with respect to shares that have not yet vested and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right shall immediately be subject to the terms hereof). Director hereby authorizes Escrow Agent Reacquisition Right with the same force and effect as the shares subject to implement this Reacquisition Right immediately before such event. (v) If, from time to time, there is any stock dividend, stock split or other change in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation, the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired under your Award shall, to the extent they relate to Unvested Shares, be immediately subject to the Reacquisition Right with the same force and effect as the Unvested Shares subject to this Reacquisition Right immediately before such event. (vi) In addition to any other limitation on transfer created by applicable securities laws, you shall not sell, assign, hypothecate, donate, encumber, or otherwise dispose of any interest in the Common Stock while such shares of Common Stock are subject to the Reacquisition Right or continue to be held in the Joint Escrow.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company's bylaws, as amended from time to time, the Company shall will have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a "Reacquisition Right"). (b) To the extent a Reacquisition Right is not provided in the Company's bylaws, as amended from time to time, the Company will have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “"Unvested Shares”") on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company will, simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting PeriodService, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) 90 days after the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company will have the Company’s Reacquisition Rightright to reacquire Unvested shares for no monetary consideration (that is, the Shares shall for $0.00). (iii) The shares issued under your Award will be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three (3) two Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You will be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant 's Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award will be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.

RIGHT OF REACQUISITION. The (a) To the extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all or any part of the Shares shares received pursuant to your Award (a “Reacquisition Right”). (b) To the extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with Section 2 herein the Vesting Schedule on the Grant Notice (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):conditions: (ai) In the event of a The Company, shall simultaneously with termination of Director’s your Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to Director you or his your representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after after 1. the termination of Director’s your Continuous Service to the CompanyService, and the Escrow Holder may then release to Director you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its reacquisition right Reacquisition Right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after upon such termination of Director’s your Continuous Service to the CompanyService, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring. (bii) To facilitate operation of The Company initially shall have the right to reacquire Unvested Shares for no monetary consideration (that is, for $0.00); provided, however, that the Company’s Reacquisition Right, right to reacquire Unvested Shares for no monetary consideration shall lapse at a minimum rate of twenty percent (20%) of the Shares total number of shares subject to your Award per year over five (5) years from the Date of Grant. (iii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto to the Grant Notice as Exhibit A and incorporated herein by this referenceAttachment IV. Director agrees You agree to execute three two (32) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached hereto to the Grant Notice as Exhibit B and incorporated herein by this reference Attachment III and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such the Joint Escrow Instructions Instructions. (iv) Subject to the “Escrow Agent”) (providedprovisions of your Award, howeveryou shall, during the parties agree that term of your Award, exercise all rights and privileges of a shareholder of the Shares Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be uncertificatedpaid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with been released from the Company’s transfer agent pursuant Reacquisition Right. (v) If, from time to time, there is any stock dividend, stock split or other change in the terms hereof). Director hereby authorizes Escrow Agent to implement in its discretion the services character or amount of the Company’s transfer agent for any of the foregoingoutstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event.