Common use of Special Post-Termination Vesting Terms Clause in Contracts

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a), the following terms shall apply: (i) In the event of the Participant’s termination of employment or service for cause (as defined in the Plan), the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying shares) shall be forfeited automatically effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason other than death or for cause (including termination due to disability), the Award shall continue to vest according to the Vesting Schedule stated in Section 3(a) above of this Schedule A as if the Participant had remained an employee of, or service provider to, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value (as defined in the Plan) of the Company’s Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or cause, and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 .

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a), the following terms shall applyapply with respect to the Award: (i) In the event of the Participant’s 's termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s 's termination of employment or service due to death, the Award (and any remaining right to underlying sharesShares) shall be forfeited automatically effective as of the date of the Participant’s 's death. _______________________ *Subject to terms and conditions of the Plan and the Agreement. (iii) In the event of the Participant’s 's termination of employment or service for any reason other than death or for cause Cause (including termination due to disabilityDisability), the Award shall continue to vest and be earned according to the Vesting Schedule earning and vesting schedule stated in Section 3(a) above of this Schedule A as if the Participant had remained an employee Employee of, or service provider to, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his or her termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s 's termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value Fair Market Value (as defined in the Plan) of the Company’s 's Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or cause, Cause and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s 's death, the Award shall automatically fully vest effective as of the date of the Participant’s 's death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b) herein shall be issued in accordance with the earning and vesting schedule stated in Section 3(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 .

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a2(a), the following provisions shall apply with respect to the Award: __________________ * Subject to terms shall apply:and conditions of the Plan and/or the Agreement. (i) In the event of the Participant’s 's termination of employment or service for cause Cause (as defined in the Plan), the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s 's termination of employment or service due to death, the Award (and any remaining right to underlying shares) shall be forfeited automatically effective as of the date of the Participant’s 's death. (iii) In the event of the Participant’s 's termination of employment or service for any reason other than death or for cause Cause (including termination due to disabilityDisability), the Award shall continue to vest according to the Vesting Schedule stated in Section 3(a2(a) above of this Schedule A as if the Participant had remained an employee Employee of, or service provider to, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his or her termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s 's termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value (as defined in the Plan) of the Company’s 's Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or causeCause, and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s 's death, the Award shall automatically fully vest effective as of the date of the Participant’s 's death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 32. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b2(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a2(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a2(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 .or

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a), the following terms shall applyapply with respect to the Award: (i) In the event of the Participant’s termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying sharesShares) shall be forfeited automatically effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason other than death or for cause Cause (including termination due to disabilityDisability), the Award shall continue to vest vest, to the extent earned, according to the Vesting Schedule earning and vesting schedule stated in Section 3(a) above of this Schedule A as if the Participant had remained an employee Employee of, or service provider to, the *Subject to terms and conditions of the Plan and the Agreement. Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his or her termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value Fair Market Value (as defined in the Plan) of the Company’s Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or cause, Cause and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of the Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b) herein shall be issued in accordance with the earning and vesting schedule stated in Section 3(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 .

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a), the following terms shall applyapply with respect to the Award: (i) In the event of the Participant’s 's termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying sharesShares) shall be forfeited automatically effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason other than death or for cause Cause (including termination due to disabilityDisability), the Award shall continue to vest vest, to the extent earned, according to the Vesting Schedule stated in Section 3(a) above of this Schedule A as if the Participant had remained an employee Employee of, or service provider to, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his or her termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance *Subject to terms and conditions of the Plan and the Agreement. Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value Fair Market Value (as defined in the Plan) of the Company’s Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or cause, Cause and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of the Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “: 1. Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the . [Insert Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 Period(s).]

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a), the following terms shall applyapply with respect to the Award: (i) In the event of the Participant’s 's termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s 's termination of employment or service due to death, the Award (and any remaining right to underlying sharesShares) shall be forfeited automatically effective as of the date of the Participant’s 's death. (iii) In the event of the Participant’s 's termination of employment or service for any reason other than death or for cause Cause (including termination due to disabilityDisability), the Award shall continue to vest according to the Vesting Schedule stated in Section 3(a) above of this Schedule A as if the Participant had remained an employee Employee of, or service provider to, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his or her termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s 's termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value Fair Market Value (as defined in the Plan) of the Company’s 's Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or cause, Cause and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s 's death, the Award shall automatically fully vest effective as of the date of the Participant’s 's death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: :__________________________________________________ Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “___________________ 1. Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the . [Insert Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 Period(s.]

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a2(a), the following terms shall applyapply with respect to the Award: (i) In the event of the Participant’s termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. __________________________________________ * Subject to terms and conditions of the Plan and/or the Agreement. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying shares) shall be forfeited automatically fully vest effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason (including termination due to Disability) other than death or for cause Cause, the following terms shall apply with respect to the Award: (including termination due A) If the Participant (1) has executed within the Statutory Notice Period, a Release and, if so determined by the Company, a Severance Agreement with the Company, (2) does not revoke the Release prior to disability)the end of the seven-day statutory revocation period, and (3) satisfies the Post-Employment Condition, then the Award shall continue to vest according to the Vesting Schedule vesting schedule stated in Section 3(a2(a) above of this Schedule A as if the Participant had remained an employee of, or service provider to, the Company, but only if Company during the Participant enters into a noncompetition agreement Post-Termination Period. (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”B) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that If the Participant fails to enter into execute such Noncompetition Agreement Release and, if applicable, Severance Agreement, within twenty (20) days following his termination of employment the Statutory Notice Period, or service (or, if later, by revokes the Release prior to the end of any applicable the seven-day statutory revocation period), or violates the Post-Employment Condition, the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. Termination Date. (C) If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Release, the Severance Agreement, the Severance ICN Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) Post-Employment Condition at any time on or prior to end of the date the last installment of Shares covered by the Award vests under this Agreement Post-Termination Period (without regard to when the Administrator first discovers or has notice of any such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A1) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B2) any Shares and any other benefit subject to the Award that vested following termination of employment or service the Participant’s Termination Date shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C3) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment the Participant’s Termination Date shall immediately be paid by the Participant to the Company. For The Administrator shall have discretion to determine the purposes hereinbasis for termination, “Gain” shall mean the fair market value (as defined in the Plan) whether any breach of the Company’s Common Stock on Release, the date of sale Severance Agreement, the ICN Agreement or other dispositionthe Post-Employment Condition has occurred and to otherwise interpret this Section 2. (D) If, multiplied by during the number of Shares sold or disposed of. If Post-Termination Period, the Participant terminates service for reasons other than death or cause, and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of the Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any Except as otherwise provided in Section 2(b)(v) below, any shares of Common Stock issuable and any other benefit subject to the Award distributable to the Participant following termination of employment or service pursuant to Section 3(b2(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a2(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a2(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt . (v) Any shares of this Grant Letter and the Restricted Common Stock Unit Agreement (the “Agreement”) effective issuable to such person or persons as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves shall have acquired the right to treat the Award by will or by the laws of intestate succession following the Participant’s death pursuant to Section 2(b)(ii) or Section 2(b)(iii)(D) above shall be issued to such person or persons on the date that is the 90th day following the date of the Participant’s death and shall be distributed on such issuance date or a later date within the same taxable year of the Participant’s death, or, if later, by the 15th day of the third calendar month following the taxable year of the Participant’s death and the Agreement Participant (or such person or persons as cancelledshall have acquired the right to the Award by will or by the laws of intestate succession) shall not be permitted, void and directly or indirectly, to designate the taxable year of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been metdistribution, or (ii) , 20 shall otherwise be made in accordance with Code Section 409A and related regulations.

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a2(a), the following terms shall applyapply with respect to the Award, provided that the Participant resides in and is employed by the Company or an Affiliate based in the United States: (i) In the event of the Participant’s termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying shares) shall be forfeited automatically fully vest effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason (including termination due to Disability) other than death or for cause (including termination due to disability)Cause, the Award following terms shall continue to vest according apply with respect to the Vesting Schedule stated in Section 3(aAward: (A) above of this Schedule A as if If the Participant had remained an employee of(1) has executed, or service provider towithin the Statutory Notice Period, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), Release and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”, (2) with does not revoke the Company, in each case in form acceptable Release prior to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable the seven-day statutory revocation period, and (3) and abides by satisfies the terms of such Noncompetition Agreement andPost-Employment Condition, then the Award shall continue to vest according to the vesting schedule stated in Section 2(a) above as if applicablethe Participant had remained an Employee of, Severance Agreement. In or service provider to, the event that Company or an Affiliate during the Post-Termination Period. (B) If the Participant fails to enter into execute such Noncompetition Agreement Release and, if applicable, Severance Agreement, within twenty (20) days following his termination of employment the Statutory Notice Period, or service (or, if later, by revokes the Release prior to the end of any applicable the seven-day statutory revocation period), or violates the Post-Employment Condition, the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. Termination Date. (C) If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Release, the Severance Agreement, the Severance ICN Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) Post-Employment Condition at any time on or prior to the date end of the last installment of Shares covered by the Award vests under this Agreement Post-Termination Period (without regard to when the Administrator first discovers or has notice of any such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A1) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B2) any Shares and any other benefit subject to the Award that vested following termination of employment or service the Participant’s Termination Date shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C3) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment the Participant’s Termination Date shall immediately be paid by the Participant to the Company. For The Administrator shall have discretion to determine the purposes hereinbasis for termination, “Gain” shall mean the fair market value (as defined in the Plan) whether any breach of the Company’s Common Stock on Release, the date of sale Severance Agreement, the ICN Agreement or other dispositionthe Post-Employment Condition has occurred and to otherwise interpret this Section 2. (D) If, multiplied by during the number of Shares sold or disposed of. If Post-Termination Period, the Participant terminates service for reasons other than death or cause, and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of the Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable Except as otherwise provided in Section 2(b)(v) below, any Shares and any other benefit subject to the Award distributable to the Participant following termination of employment or service pursuant to Section 3(b2(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a2(a) above and shall be distributed on such each applicable vesting dates date or a later date(s) date within the same taxable year of the Participantapplicable vesting date specified in Section 2(a), or, if later, by the 15th day of the third calendar month following the date(s) applicable vesting date specified in Section 3(a) and 2(a). In no event shall the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, . (v) Any Shares issuable to such person or persons as shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves have acquired the right to treat the Award by will or by the laws of descent and distribution following the Agreement as cancelled, void and of no effect if Participant’s death pursuant to Section 2(b)(ii) or Section 2(b)(iii)(D) above shall be issued to such person or persons on the Participant fails to return a signed copy date that is the 90th day following the date of the Grant Letter Participant’s death and shall be distributed on such issuance date or a later date within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , on the issuance date and ending on , 20 ; provided that for December 31 of the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date calendar year following the end calendar year of the Performance Period for Participant’s death. In no event shall such person or persons be permitted, directly or indirectly, to designate the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 taxable year of distribution.

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a2(a), the following terms shall applyapply with respect to the Award, provided that the Participant resides in and is employed by the Company or an Affiliate based in the United States: (i) In the event of the Participant’s termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying shares) shall be forfeited automatically fully vest effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason (including termination due to Disability) other than death or for cause (including termination due to disability)Cause, the Award following terms shall continue to vest according apply with respect to the Vesting Schedule stated in Section 3(aAward: (A) above of this Schedule A as if If the Participant had remained an employee of(1) has executed, or service provider towithin the Statutory Notice Period, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), Release and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”, (2) with does not revoke the Company, in each case in form acceptable Release prior to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable the seven-day statutory revocation period, and (3) and abides by satisfies the terms of such Noncompetition Agreement andPost-Employment Condition, then the Award shall continue to vest according to the vesting schedule stated in Section 2(a) above as if applicablethe Participant had remained an Employee of, Severance Agreement. In or service provider to, the event that Company or an Affiliate during the Post-Termination Period. (B) If the Participant fails to enter into execute such Noncompetition Agreement Release and, if applicable, Severance Agreement, within twenty (20) days following his termination of employment the Statutory Notice Period, or service (or, if later, by revokes the Release prior to the end of any applicable the seven-day statutory revocation period), or violates the Post-Employment Condition, the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. Termination Date. (C) If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Release, the Severance Agreement, the Severance ICN Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) Post-Employment Condition at any time on or prior to the date end of the last installment of Shares covered by the Award vests under this Agreement Post-Termination Period (without regard to when the Administrator first discovers or has notice of any such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A1) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B2) any Shares and any other benefit subject to the Award that vested following termination of employment or service the Participant’s Termination Date shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C3) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment the Participant’s Termination Date shall immediately be paid by the Participant to the Company. For The Administrator shall have discretion to determine the purposes hereinbasis for termination, “Gain” shall mean the fair market value (as defined in the Plan) whether any breach of the Company’s Common Stock on Release, the date of sale Severance Agreement, the ICN Agreement or other dispositionthe Post-Employment Condition has occurred and to otherwise interpret this Section 2. (D) If, multiplied by during the number of Shares sold or disposed of. If Post-Termination Period, the Participant terminates service for reasons other than death or cause, and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of the Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable Except as otherwise provided in Section 2(b)(v) below, any Shares and any other benefit subject to the Award distributable to the Participant following termination of employment or service pursuant to Section 3(b2(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a2(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant’s termination, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a2(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement . (the “Agreement”v) effective Any Shares issuable to such person or persons as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves shall have acquired the right to treat the Award by will or by the laws of descent and distribution following the Participant’s death pursuant to Section 2(b)(ii) or Section 2(b)(iii)(D) above shall be issued to such person or persons on the date that is the 90th day following the date of the Participant’s death and shall be distributed on such issuance date or a later date within the same taxable year of the Participant’s death, or, if later, by the 15th day of the third calendar month following the taxable year of the Participant’s death and the Agreement Participant (or such person or persons as cancelledshall have acquired the right to the Award by will or by the laws of descent and distribution) shall not be permitted, void and directly or indirectly, to designate the taxable year of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been metdistribution, or (ii) , 20 shall otherwise be issued and distributed in accordance with Code Section 409A and related regulations.

Special Post-Termination Vesting Terms. Notwithstanding the provisions of Section 3(a), the following terms shall applyapply with respect to the Award: (i) In the event of the Participant’s 's termination of employment or service for cause (as defined in the Plan)Cause, the Award (and any remaining right to underlying Shares) shall be forfeited immediately. (ii) In the event of the Participant’s termination of employment or service due to death, the Award (and any remaining right to underlying sharesShares) shall be forfeited automatically effective as of the date of the Participant’s death. (iii) In the event of the Participant’s termination of employment or service for any reason other than death or for cause Cause (including termination due to disabilityDisability), the Award shall continue to vest vest, to the extent earned, according to the Vesting Schedule stated in Section 3(a) above of this Schedule A as if the Participant had remained an employee Employee of, or service provider to, the Company, but only if the Participant enters into a noncompetition agreement (the “Noncompetition Agreement”), and, if so determined by the Company, a severance or other similar agreement (the “Severance Agreement”) with the Company, in each case in form acceptable to the Company and containing such terms as may be specified by the Company in the exercise of its discretion, within twenty (20) days following termination of employment or service (or, if later, by the end of any applicable statutory revocation period) and abides by the terms of such Noncompetition Agreement and, if applicable, Severance Agreement. In the event that the Participant fails to enter into such Noncompetition Agreement and, if applicable, Severance Agreement, within twenty (20) days following his or her termination of employment or service (or, if later, by the end of any applicable statutory revocation period), the Award (and any remaining right to underlying Shares) shall be deemed forfeited in its entirety as of the date of the Participant’s termination of employment or service. If the Participant enters into the Noncompetition Agreement and, if applicable, the Severance Agreement, and the Administrator determines in the exercise of its discretion that the Participant has committed a material breach or violation of the Noncompetition Agreement, the Severance * Subject to terms and conditions of the Plan and the Agreement. Agreement or the Inventions, Confidentiality and Nonsolicitation Agreement previously entered into between the Company and the Participant (the “ICN Agreement”) at any time on or prior to the date the last installment of Shares covered by the Award vests under this Agreement (without regard to when the Administrator first discovers or has notice of such breach or violation), then, in addition to any other remedies available to the Company at law or in equity as a result of such breach or violation, (A) the Award (and any remaining right to underlying Shares) shall immediately be forfeited in its entirety; (B) any Shares subject to the Award that vested following termination of employment or service shall immediately be forfeited and returned to the Company (without the payment of any consideration for such Shares, including repayment of any amount paid by the Participant with respect to taxes related to the grant or vesting of the Award), and the Participant shall cease to have any interest in or right to such Shares and shall cease to be recognized as the legal owner of such Shares; and (C) any Gain (as defined herein) realized by the Participant with respect to any Shares issued following termination of employment shall immediately be paid by the Participant to the Company. For the purposes herein, “Gain” shall mean the fair market value Fair Market Value (as defined in the Plan) of the Company’s Common Stock on the date of sale or other disposition, multiplied by the number of Shares sold or disposed of. If the Participant terminates service for reasons other than death or cause, Cause and subsequently dies, to the extent the Award is not fully vested as of the date of the Participant’s death, the Award shall automatically fully vest effective as of the date of the Participant’s death. The Administrator shall have discretion to determine the basis for termination, whether any breach of the Noncompetition Agreement, the Severance Agreement or the ICN Agreement has occurred and to otherwise interpret this Section 3. (iv) Any shares of Common Stock issuable to the Participant following termination of employment or service pursuant to Section 3(b) herein shall be issued in accordance with the vesting schedule stated in Section 3(a) above and shall be distributed on such vesting dates or a later date(s) within the same taxable year of the Participant, or, if later, by the 15th day of the third calendar month following the date(s) specified in Section 3(a) and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of distribution, or shall otherwise be made in accordance with Code Section 409A and related regulations. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Letter and the Restricted Stock Unit Agreement (the “Agreement”) effective as of , between the Participant and the Company which is attached to this Grant Letter. I understand that the Grant Letter and other provisions of Schedule A and Schedule B herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Letter and the other provisions of Schedule A and Schedule B contained herein. The Company reserves the right to treat the Award and the Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of the Grant Letter within 30 days of receipt. Signature: Date: The Performance Period is the period beginning , 20 , and ending on , 20 ; provided that for the Performance Objective identified in Schedule B attached hereto, the “Performance Period” is the period beginning , 20 and ending on the earlier of (i) the date following the end of the Performance Period for the other Performance Objectives as specified above on which the Administrator determines that such Performance Objective has been met, or (ii) , 20 .