Common use of Restricted Stock Award Clause in Contracts

Restricted Stock Award. Subject to the approval of the Company’s Board of Directors (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion).

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 3%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 3%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 4,095 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 7.5%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued, and (ii) 7.5%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 18,765 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 50%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued and (ii) 50%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 125,100 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 65%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 65%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 88,725 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 20%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued, and (ii) 20%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 50,040 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 15%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued, and (ii) 15%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 37,530 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 13%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 13%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 17,745 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 16%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 16%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 21,840 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.