Sign-on Restricted Stock Units. In addition to the Executive’s participation in the RSU Plan as described in Section 4(a), Company shall award the Executive a special one-time grant of restricted stock units (the “Sign-on RSUs”) on the first date of the Executive’s employment hereunder with an aggregate value on the grant date thereof equal to the monetary dollar value of $7,500,000.00. Unless the Executive’s employment is terminated by the Company with Cause (as defined below), or due to the Executive’s resignation for any reason other than for Good Reason (as defined below) prior to an applicable vesting date, the Sign-on RSUs shall vest according to the following schedule: shares having an aggregate value of $1,500,000 (i.e., twenty-percent (20%) of the aggregate Sign-on RSUs) shall vest on each of June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018, and April 30, 2018, calculated on each such vesting date based upon the average closing price of the Company’s common stock over the last ten trading days prior to such date For the avoidance of doubt, if the Company terminates the Executive’s employment for any reason other than for Cause at any time on or before June 30, 2018, or if Executive resigns for Good Reason at any time before June 30, 2018, the Sign-on RSUs shall, to the extent not already vested, continue to vest according to the schedule described above. Moreover, the Sign-on RSUs shall vest in full on the date that is sixty (60) days following a Change of Control (defined below) of the Company provided that the Executive is employed by the Company at the time of such Change of Control. At the Company’s sole discretion, the Sign-on RSUs may be settled in cash or shares of the Company’s common stock, and so paid or granted to Executive (or, in the event of Executive’s death, to Executive’s estate). The Sign-on RSUs shall be evidenced by the Company’s standard form of restricted stock unit award agreement with such modifications as necessary to conform to the terms and conditions of this Agreement.