Page 21 - Proxy-2017
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Terms of Stock Bonus Awards and Restricted Stock Awards

               Stock bonus awards may be granted under the 2010 Plan pursuant to stock bonus agreements. Restricted stock awards
            may be granted under the 2010 Plan pursuant to restricted stock purchase agreements.

               Payment
               Our Board determines the purchase price under a restricted stock purchase agreement, but the purchase price may not
            be less than the par value, if any, of the common stock on the date such award is made or at the time the purchase is consum-
            mated. Our Board may award stock bonuses in consideration of past services without a purchase payment.
               The purchase price of stock acquired pursuant to a restricted stock purchase agreement under the 2010 Plan must be paid
            either in cash at the time of purchase or, at the discretion of the Board, (i) pursuant to a deferred payment arrangement or
            (ii) in any other form of legal consideration acceptable to the Board; provided, however, that payment of the par value of the
            restricted stock may not be made by deferred payment.

               Vesting

               Shares of stock awarded under the stock bonus agreement may, but need not, be subject to a repurchase option in favor of
            the Company in accordance with a vesting schedule as determined by the Board.  Unless the stock bonus agreement provides
            otherwise, all shares subject to the agreement will become fully vested upon the occurrence of a “Corporate Transaction”
            (as such term is defined in the 2010 Plan) pursuant to subsection 11(c) of the 2010 Plan.  Shares of stock acquired under
            the restricted stock purchase agreement may, but need not, be subject to forfeiture to the Company or be subject to other
            restrictions that will lapse in accordance with a vesting schedule to be determined by the Board.  Unless the stock purchase
            agreement otherwise provides, all restricted shares subject to the agreement will become fully vested upon the occurrence of a
            Corporate Transaction pursuant to subsection 11(c) of the 2010 Plan.

               The Board has the power to accelerate the vesting of stock acquired pursuant to a restricted stock purchase agreement
            under the 2010 Plan.

               Termination of Service

               Upon termination of a participant’s service, the Company may reacquire any shares of stock that have not vested as of
            such termination under the terms of the stock bonus agreement.  The Company will not exercise its repurchase option until
            at least six months (or such longer or shorter period of time required to avoid a change to earnings for financial accounting
            purposes) have elapsed following receipt of the stock bonus unless otherwise specifically provided in the stock bonus
            agreement.

               Upon termination of a participant’s service, any or all of the shares of common stock held by the participant that have
            not vested as of the date of termination under the terms of the restricted stock purchase agreement will be forfeited to the
            Company in accordance with the restricted stock purchase agreement.

               Restrictions on Transfer

               Rights under a stock bonus agreement or restricted stock purchase agreement may not be transferred except where such
            transfer is expressly authorized by the terms of the applicable stock bonus agreement or restricted stock purchase agreement.
               Adjustment Provisions

               If any change is made to the outstanding shares of common stock without the Company’s receipt of consideration
            (whether through merger, consolidation, reorganization, stock dividend or stock split, or other specified change in the
            capital structure of the Company), appropriate adjustments will be made in the class and maximum number of shares of
            common stock subject to the 2010 Plan and outstanding awards. In that event, the 2010 Plan will be appropriately adjusted
            in the class and maximum number of shares of common stock subject to the 2010 Plan and the Section 162(m) limitation,
            and outstanding awards will be adjusted in the class, number of shares and price per share of common stock subject to such
            awards.




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