Notwithstanding anything in this Policy to the contrary, the maximum cash compensation
payable to any Outside Director in any fiscal year shall not exceed any maximum cash compensation permitted to be paid to an Outside Director under the Successor Plan.
There are no per meeting attendance fees for attending Board, Audit & Finance Committee, Compensation & Human Capital
Committee, Governance & Nominating Committee and/or Science & Technology Committee meetings.
Retainers (other than
Chairperson retainers) will be paid quarterly in arrears on a prorated basis.
The retainers will be paid in shares of Company common
stock (Shares) and/or in cash. Each Director can elect the ratio of Shares to cash for the payment of these retainers by notifying the Company in writing (with email notification being sufficient). Such elections will be effective
commencing in the first quarter after the quarter in which they are made. For purposes of determining the payment of the retainer, Shares will be valued at the average closing price in the quarter for which the retainer is paid.
Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable
equity plan in place at the time of grant, including the Successor Plan), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and
nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:
(a) No
Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards.
(b) Appointment Awards. Subject to Section 11 of the Plan, or any similar limitation in the Successor Plan, upon an Outside
Directors appointment to the Board, such Outside Director automatically will be granted (i) a Nonstatutory Stock Option to purchase Shares having a grant date fair value of $100,000, rounded down to the nearest whole share (the
NSO Appointment Award), and (ii) Restricted Stock Units having a grant date fair value of $100,000, rounded down to the nearest whole share (the RSU Appointment Award). Subject to Section 5
below and Section 14 of the Plan or any similar limitation in the Successor Plan, each NSO Appointment Award will vest in thirty-six (36) equal, monthly installments beginning with the first monthly
anniversary after the grant date, and each RSU Appointment Award will vest in three (3) equal, annual installments beginning with the first annual anniversary after the grant date. Each NSO Appointment Award and RSU Appointment Award will vest
fully upon a Change in Control (as defined in the Plan or the Successor Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable.
(c) Annual Awards. Subject to Section 11 of the Plan, or any similar limitation in the Successor Plan, on the first business day
after each Annual Meeting of the Companys stockholders (the Annual Meeting) beginning with the 2019 Annual Meeting, each Outside Director will automatically be granted (i) a Nonstatutory Stock Option to purchase
Shares having a grant date fair value of $150,000, rounded down to the nearest whole share (the Annual NSO Award), and (ii) Restricted Stock Units having a grant date fair value of $150,000, rounded down to the nearest whole
share (the Annual RSU Award). Subject to Section 5 below and Section 14 of the Plan or any similar limitation in the Successor Plan, each Annual NSO Award will vest in twelve (12) equal, monthly installments
beginning with the first monthly anniversary after the grant date, and each Annual RSU Award will vest in one (1) installment on the one year anniversary of the grant date. Each Annual NSO Award and Annual RSU Award will vest fully upon a
Change in Control (as defined in the Plan or the Successor Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control,
2