Transaction Details

Footnotes

The option vests as to 1/12th of the total grant on each monthly anniversary, beginning on July 2, 2025, subject to the Reporting Person's provision of service to the Issuer on each option vesting date. | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration. | The RSUs will vest as to 100% of the award on the earlier of (i) June 2, 2026 and (ii) the date of the Issuer's 2026 annual meeting of stockholders (in each case, the "RSU Vesting Date"), subject to the Reporting Person's provision of services to the Issuer on each vesting date. On the RSU Vesting Date, pursuant to the Reporting Person's election, the RSUs will automatically convert into an equal number of deferred stock units, which will be settled for an equal number of shares of the Issuer's Common Stock on the earlier of the calendar year 2030 or the Reporting Person's separation with the Issuer. Notwithstanding the aforementioned deferral period, from and after the RSU Vesting Date, the deferred stock units may settle earlier upon the Reporting Person's death, disability, or separation from service with the Issuer, or upon the occurrence of an "unforeseeable emergency," as that term is defined under the Issuer's deferred compensation plan. | RSUs do not expire; they either vest or are canceled prior to the RSU Vesting Date.