Common use of Sign-On Equity Grants Clause in Contracts

Sign-On Equity Grants. On the Commencement Date, the Company shall grant to Executive a restricted stock unit award for 400,000 shares of the Company (which reflects the one-for-five reverse stock split of the Company’s common stock that became effective as of 5:00PM February 21, 2019) (the “Initial Restricted Stock Unit Grant”). Subject to Executive’s continuing to provide services in any capacity (including, but not limited to, service as a member of the Board) through each applicable vesting date and subject to Section 4(d) and Section 8 hereof, the Initial Restricted Stock Unit Grant will vest and be settled in equal quarterly installments over a period of two (2) years from the Commencement Date, twelve and one half percent (12.5%) of the applicable award vesting on the three-month anniversary of the Commencement Date, and twelve and one half percent (12.5%) vesting on each three-month anniversary thereafter, and will be granted pursuant to the Equity Plan and the form of restricted stock unit award agreement provided to Executive with this Agreement. The Initial Restricted Stock Unit Grant will participate in any dividends paid to stockholders of the Company during such vesting period; provided, that dividends on shares underlying unvested restricted stock units shall be subject to the same vesting requirements as the underlying shares on which such dividends are paid and payment deferred and paid within ten (10) days after such restricted stock units become vested (and will be forfeited to the extent unvested restricted stock units are forfeited). The Initial Restricted Stock Unit Grant will include a provision that permits shares to be withheld to cover tax withholding obligations. Executive hereby agrees that Executive shall not voluntarily dispose of the shares acquired upon settlement of the Initial Restricted Stock Unit Grant (net of applicable withholding) until the earlier to occur of (x) the third (3rd) anniversary of the Commencement Date, and (y) the date Executive’s employment with the Company is terminated by the Company or by Executive for any reason or no reason; provided, that, notwithstanding the foregoing, following a resignation by Executive for any reason or no reason, Executive and the Board shall mutually agree to a liquidation plan with respect to such shares that shall not extend beyond six (6) months following the applicable Termination Date, subject to applicable securities laws.

Sign-On Equity Grants. On the Commencement Date, the Company shall grant to Executive: (i) A stock option to purchase a number of shares of the Company equal to 2.25% of the fully diluted equity capitalization of the Company as of the Commencement Date (the “Initial Stock Option Grant”), at an exercise price equal to the closing price per share of common stock on the Nasdaq on the grant date. Subject to Executive’s continued employment with the Company through each applicable vesting date and subject to Section 8(d)(vi) hereof, twenty-five percent (25%) of the Initial Stock Option Grant will vest and become exercisable on the first anniversary of the Commencement Date and the remainder will vest and become exercisable in substantially equal monthly installments during the three (3) year period commencing on the first anniversary of the Commencement Date, and will be granted in the form of stock option award agreement provided to Executive a with this Agreement; and (ii) A restricted stock unit award for 400,000 a number of shares of the Company (which reflects the one-for-five reverse stock split equal to 0.75% of the Company’s common stock that became effective fully diluted equity capitalization of the Company as of 5:00PM February 21, 2019) the Commencement Date (the “Initial Restricted Stock Unit Grant”). Subject to Executive’s continuing to provide services in any capacity (including, but not limited to, service as a member of continued employment with the Board) Company through each applicable vesting date and subject to Section 4(d8(d)(vi) and Section 8 hereof, twenty-five percent (25%) of the Initial Restricted Stock Unit Grant will vest and be settled in equal quarterly installments over a period on the first anniversary of two (2) years from the Commencement Date, twelve Date and one half percent the remainder will vest and be settled in substantially equal monthly installments during the three (12.5%3) of the applicable award vesting year period commencing on the three-month first anniversary of the Commencement Date, and twelve and one half percent (12.5%) vesting on each three-month anniversary thereafter, and will be granted pursuant to the Equity Plan and in the form of restricted stock unit award agreement provided to Executive with this Agreement. The Initial Restricted Stock Unit Grant will participate in any dividends paid to stockholders of the Company during such vesting period; provided, that dividends on shares underlying unvested restricted stock units shall be subject to the same vesting requirements as the underlying shares on which such dividends are paid and payment deferred and paid within ten (10) days after such restricted stock units become vested (and will be forfeited to the extent unvested restricted stock units are forfeited). The Initial Restricted Stock Unit Grant will include a provision that permits shares to be withheld to cover tax withholding obligations. Executive hereby agrees that Executive shall not voluntarily dispose of the shares acquired upon settlement of the Initial Restricted Stock Unit Grant (net of applicable withholding) until the earlier to occur of (x) the third (3rd) anniversary of the Commencement Date, and (y) the date Executive’s employment with the Company is terminated by the Company or by Executive for any reason or no reason; provided, that, notwithstanding the foregoing, following a resignation by Executive for any reason or no reason, Executive and the Board shall mutually agree to a liquidation plan with respect to such shares that shall not extend beyond six (6) months following the applicable Termination Date, subject to applicable securities laws.

Sign-On Equity Grants. On or as soon as practicable following the Commencement Date, the Company shall grant to Executive: (i) A stock option to purchase 150,000 shares of the Company (the “Initial Stock Option Grant”), at an exercise price equal to the closing price per share of common stock on the Nasdaq on the grant date. Subject to Executive’s continuing to provide services in any capacity (including, but not limited to, service as a member of the Board) to the Company through each applicable vesting date, the Initial Stock Option Grant will vest and become exercisable over a period of twelve (12) months from the Commencement Date, eight and one-third percent (8.33%) of the applicable award vesting on the first month anniversary of the Commencement Date, and eight and one-third percent (8.33%) vesting on each monthly anniversary thereafter, and will be granted in the form of stock option award agreement provided to Executive a with this Agreement; and (ii) A restricted stock unit award for 400,000 50,000 shares of the Company (which reflects the one-for-five reverse stock split of the Company’s common stock that became effective as of 5:00PM February 21, 2019) (the “Initial Restricted Stock Unit Grant”). Subject to Executive’s continuing to provide services in any capacity (including, but not limited to, service as a member of the Board) to the Company through each the applicable vesting date and subject to Section 4(d) and Section 8 hereofdate, the Initial Restricted Stock Unit Grant will vest and be settled in equal quarterly installments over a period of two (2) years from the Commencement Date, twelve and one half percent (12.5%) of the applicable award vesting on the three-month one year anniversary of the Commencement Date, and twelve and one half percent (12.5%) vesting on each three-month anniversary thereafter, and will be granted pursuant to the Equity Plan and in the form of restricted stock unit award agreement provided to Executive with this Agreement. The Initial Restricted Stock Unit Grant will participate in any dividends paid to stockholders of the Company during such vesting period; provided, that dividends on shares underlying unvested restricted stock units shall be subject to the same vesting requirements as the underlying shares on which such dividends are paid and payment deferred and paid within ten (10) days after such restricted stock units become vested (and will be forfeited to the extent unvested restricted stock units are forfeited). The Initial Restricted Stock Unit Grant will include a provision that permits shares to be withheld to cover tax withholding obligations. Executive hereby agrees that Executive shall not voluntarily dispose of the shares acquired upon settlement of the Initial Restricted Stock Unit Grant (net of applicable withholding) until the earlier to occur of (x) the third (3rd) anniversary of the Commencement Date, and (y) the date Executive’s employment with the Company is terminated by the Company or by Executive for any reason or no reason; provided, that, notwithstanding the foregoing, following a resignation by Executive for any reason or no reason, Executive and the Board shall mutually agree to a liquidation plan with respect to such shares that shall not extend beyond six (6) months following the applicable Termination Date, subject to applicable securities laws.