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•	an annual base salary $650,000;

•	an initial non-qualified stock option grant (the “Initial Option”) to purchase shares of the Company’s common stock, at an exercise price equal to the closing price of such stock on the date of grant, with a “Black Scholes” value at grant of $11.7 million, as follows:

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fifty percent (50%) of the Initial Option will vest ratably during the period of employment as to twenty-five percent (25%) of the shares subject thereto on each annual anniversary of the Employment Commencement Date and, to the extent vested, such shares will become exercisable based on achievement of milestones related to the price of the Company’s common stock during the period of employment and the term of the Initial Option;

◦	the remaining fifty percent (50%) of the Initial Option (the “Time-Based Option”) will vest during the period of employment as to twenty-five percent (25%) of the shares subject thereto on the one (1) year anniversary of the Employment Commencement Date and as to 1/48th of the shares subject thereto on each monthly anniversary thereafter;

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•	a restricted stock unit grant (the “Initial RSU”) with a value equal to $4,000,000 based on the closing price of the Company’s stock underlying the RSU on the date of grant, vesting ratably in equal annual increments over a three (3) year period commencing on the Employment Commencement Date;

•	participation in the annual bonus plan of the Company, pursuant to which Mr. Jain’s target bonus opportunity will not be less than one hundred percent (100%) of his base salary (for fiscal year 2014, the amount of the actual bonus payable to Mr. Jain will not be less than 66% of his base salary);

•	commencing in 2015, Mr. Jain will be considered for annual equity incentive awards under any applicable plans adopted by the Company during the period of employment for which executives are generally eligible;

•	paid annual vacation with vacation accrual of not less than 5 weeks per year; and

•	certain other benefits and reimbursements.

•	if such termination occurs prior to the second (2nd) annual anniversary of the Employment Commencement Date, a lump sum payment in cash equal to three (3) times the sum of (x) his base salary and (y) target bonus for the year of termination;

•	if such termination occurs on or following the second (2nd) annual anniversary of the Employment Commencement Date, and not in connection with or following a change in control (as defined in the Agreement), a lump sum payment in cash equal to one (1) times the sum of (x) his base salary and (y) target bonus for the year of termination;

•	if such termination occurs on or following the second (2nd) annual anniversary of the Employment Commencement Date and in connection with, or at any time following, a change in control, a lump sum payment in cash equal to two (2) times the sum of (x) his base salary and (y) target bonus for the year of termination;

•	Immediate vesting of one hundred percent (100%) of the shares subject to the Time-Based Option and the Initial RSU; and

•	Extension of the exercise period for all of Mr. Jain’s outstanding Company stock options, to the extent vested, for a period of three (3) years following the termination date, but in no event later the ten (10) year term/expiration date of the applicable option.

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