EX-10.2



 Exhibit 10.2 

INTERSECT ENT, INC. 

RESTRICTED STOCK UNIT GRANT NOTICE 

(2014 EQUITY INCENTIVE PLAN) 

Intersect ENT, Inc. (the “Company”), pursuant to Section 6(b) of the Company’s 2014 Equity Incentive Plan (the
“Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock “(Restricted Stock Units”) set forth below (the
“Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Award Agreement (the “Award Agreement”), both of which are attached
hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the
terms of the Plan shall control. 
  

			
	Participant:	 	 
		
	ID:	 	 
		
	Date of Grant:	 	 
		
	Grant Number:	 	 
		
	Vesting Commencement Date:	 	 
		
	Number of Restricted Stock Units/Shares:	 	 

  

	 Vesting Schedule: 
	The shares subject to the Award shall vest as follows: 1/3rd of the total number of Restricted Stock Units will vest on each one-year anniversary of the Date of Grant until the Restricted
Stock Units are totally vested, subject to Participant’s Continuous Service on each such annual vesting date. 

  

	 Issuance Schedule: 
	Subject to any change on a Capitalization Adjustment, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Award Agreement. 


Mandatory Sale to Cover Withholding Tax: 
  

	 	As a condition to acceptance of this Award, to the greatest extent permitted under the Plan and applicable law, any withholding obligations for applicable Tax-Related Items (as defined in Section 11 of the Award
Agreement) will be satisfied through the sale of a number of the shares of Common Stock subject to the Award as determined in accordance with Section 11 of the Award Agreement and the remittance of the cash proceeds of such sale to the Company.
Under the Award Agreement, the Company is authorized and directed by Participant to make payment from the cash proceeds of this sale directly to the appropriate taxing authorities in an amount equal to the withholding obligation for Tax-Related
Items. It is the Company’s intent that the mandatory sale to cover withholding obligations for Tax-Related Items imposed by the Company on Participant in connection with the receipt of this Award comply with the requirements of
Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to comply with the requirements of Rule 10b5-1(c).  








 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to,
this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding
between Participant and the Company regarding the acquisition of the Common Stock pursuant to the Award specified above and supersede all prior oral and written agreements on the terms of this Award with the exception, if applicable, of
(i) restricted stock unit awards or options previously granted and delivered to Participant, (ii) any written employment or offer letter agreement or other agreement entered into between the Company and Participant or any policy
established by the Company that provides for vesting acceleration will provide for vesting acceleration of this Award upon the terms and conditions set forth therein, and (iii) any compensation recovery policy that is adopted by the Company or
is otherwise required by applicable law. 
 By accepting this Award, Participant acknowledges having received and read the Restricted Stock Unit Grant
Notice, the Award Agreement and the Plan and agrees to all of the terms and conditions set forth in these documents. Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or
electronic system established and maintained by the Company or another third party designated by the Company. 
  

									
	INTERSECT ENT, INC.	 		 	PARTICIPANT
				
	By:	 	  
	 		 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	 
					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Award Agreement and 2014 Equity Incentive Plan 







 INTERSECT ENT, INC. 

2014 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement
(the “Agreement”), Intersect ENT, Inc. (the “Company”) has awarded you (“Participant”) a Restricted Stock Unit Award (the “Award”) pursuant to
Section 6(b) of the Company’s 2014 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or the
Grant Notice shall have the same meanings given to them in the Plan. The details of your Award, in addition to those set forth in the Grant Notice, are as follows. 

1. GRANT OF THE AWARD. This Award represents the right to be issued on a
future date one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company
will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of Restricted Stock Units/shares of Common Stock subject to the Award. This Award was granted in consideration of your
services to the Company. Except as otherwise provided herein, you will not be required to make any payment to the Company or an Affiliate (other than services to the Company or an Affiliate) with respect to your receipt of the Award, the vesting of
the Stock Units or the delivery of the Company’s Common Stock to be issued in respect of the Award. Notwithstanding the foregoing, the Company reserves the right to issue you the cash equivalent of Common Stock, in part or in full satisfaction
of the delivery of Common Stock upon vesting of your Restricted Stock Units, and, to the extent applicable, references in this Award Agreement and the Grant Notice to Common Stock issuable in connection with your Stock Units will include the
potential issuance of its cash equivalent pursuant to such right. 
 2. VESTING. Subject to the limitations contained
herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the
Restricted Stock Units/shares of Common Stock credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying
shares of Common Stock. 
 3. NUMBER OF SHARES. The number of Restricted Stock
Units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this
Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered
by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest
whole share. 

  
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 4. SECURITIES LAW COMPLIANCE. You may not be
issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt
from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would not
be in material compliance with such laws and regulations. 
 5. TRANSFER RESTRICTIONS. Prior to the
time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you
may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. 

(a) Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will
cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. 

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order or
marital settlement agreement that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company’s General Counsel prior to finalizing
the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement. 

6. DATE OF ISSUANCE. 

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations
Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction any Tax-Related Items (as defined in Section 11 below), in the event one or more Restricted Stock Units vests, the Company shall
issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above). The issuance date determined by this paragraph is referred to as the
“Original Issuance Date”. 

  
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 (b) If the Original Issuance Date falls on a date that is not a business day, delivery
shall instead occur on the next following business day. In addition, if: 
 (i) the Original Issuance Date occurs during a
“closed window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities when you are otherwise not permitted to sell shares of Common Stock on an
established stock exchange or stock market (for the avoidance of doubt, sales pursuant to a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the
Company’s policies (a “10b5-1 Plan”) or pursuant to the mandatory “same day sale” commitment described in section 11(d) hereof shall be considered made at a time when you are permitted to sell shares of Common
Stock on an established stock exchange or stock market for the purposes of this Section 6(b)(i)), and  
 (ii) either
(1) Tax-Related Items do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Tax-Related Items by withholding shares of Common Stock from the shares otherwise due, on the Original
Issuance Date, to you under this Award, and (B) not to permit you to pay your Tax-Related Items in cash or from other compensation otherwise payable to you by the Company, 

then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance
Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the
Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than
the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of
Treasury Regulations Section 1.409A-1(d). 
 (c) The form of delivery of the shares of Common Stock in respect of your Award
(e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. 
 7.
DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment. 

8. RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award shall be endorsed with
appropriate legends as determined by the Company. 
 9. EXECUTION OF DOCUMENTS. You
hereby acknowledge and agree that the manner selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this Agreement. You further agree that such manner of
indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed in the future in connection with your Award. 

  
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 10. AWARD NOT A SERVICE
CONTRACT. 
 (a) Nothing in this Agreement (including, but not limited to, the vesting of your Award or the
issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation
with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of
employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to
terminate you at will and without regard to any future vesting opportunity that you may have. 
 (b) By accepting this Award, you
acknowledge and agree that the right to continue vesting in the Award pursuant to the vesting schedule provided in the Grant may not be earned unless (in addition to any other conditions described in the Grant Notice and this Agreement) you continue
as an employee, director or consultant at the will of the Company or an Affiliate, as applicable (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell,
spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You acknowledge and agree that such a reorganization could result
in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in
the Award. This Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied
promise of continued engagement as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with the Company’s right to conduct a reorganization. 

11. RESPONSIBILITY FOR TAXES. 

(a) You acknowledge that, regardless of any action the Company takes with respect to any or all income tax, payroll tax, payment on
account or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company. You further
acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting
and settlement of the Restricted Stock Units, the delivery or sale of any shares of Common Stock and the issuance of any dividends, and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of
your Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates
for Tax-Related Items arising from your Award or your other compensation. 

  
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 (b) Prior to the relevant taxable or tax withholding event, as applicable, you agree to
make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. Specifically, pursuant to Section 11(d) below, you have agreed to a “same day sale” commitment with a broker-dealer that is a member of the
Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you have (except in the case of Officers, as set forth below) irrevocably agreed to sell a portion of the shares of Common Stock to be delivered in connection
with your Restricted Stock Units to satisfy any withholding obligations for Tax-Related Items and whereby the FINRA Dealer has committed to forward the proceeds necessary to satisfy any withholding obligations for Tax-Related Items directly to the
Company. If, for any reason, such “same day sale” commitment pursuant to Section 11(d) does not result in sufficient proceeds to satisfy any withholding obligations for Tax-Related Items, or you are an Officer and have provided notice
to the Company at least five business days prior to a vesting date of your election to opt out of the “same day sale” commitment under Section 11(d) with respect to such vesting date, you authorize the Company, or its agents, at their
discretion, to satisfy the withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by the Company; (ii) withholding a
number of shares of Common Stock having a fair market value determined by the Company as of the date of the relevant taxable or tax withholding event, as applicable, that are otherwise deliverable to you upon settlement; provided, however,
that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure be subject to the express prior approval of the Compensation Committee; or
(iv) causing you to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company). 

(c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the
obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Units notwithstanding that
a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. 
 (d) You hereby
acknowledge and agree to the following: 
 (i) I hereby appoint Royal Bank of Canada (or any successor agent determined by the
Company) as my agent (the “Agent”), and authorize the Agent to: 
 (1) Sell on the open market at the then
prevailing market price(s), on my behalf, as soon as practicable on or after each date on which shares of Common Stock underlying my Restricted Stock Units vest and are issued, the number (rounded up to the next whole number) of the shares of Common
Stock to be delivered to me in connection with the vesting of those shares sufficient to generate proceeds to cover (1) any withholding obligations for Tax-Related Items arising in connection with the Award, and (2) all applicable fees and
commissions due to, or required to be collected by, the Agent with respect thereto; and 
 (2) Remit any remaining funds to me. 

  
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 (ii) I hereby authorize the Company and the Agent to cooperate and communicate with one
another to determine the number of shares of Common Stock underlying my Restricted Stock Units that must be sold pursuant to this Section 11(d). 

(iii) I understand that the Agent may effect sales as provided in this Section 11(d) in one or more sales and that the average
price for executions resulting from bunched orders will be assigned to my account. In addition, I acknowledge that it may not be possible to sell shares of Common Stock as provided by in this Section 11(d) due to (i) a legal or contractual
restriction applicable to me or the Agent, (ii) a market disruption, (iii) rules governing order execution priority on the national exchange where the Common Stock may be traded or (iv) applicable law restricting such sale. In the
event of the Agent’s inability to sell shares of Common Stock, I will continue to be responsible for the timely payment to the Company of all Tax-Related Items that are required by applicable laws and regulations to be withheld. 

(iv) I acknowledge that regardless of any other term or condition of this Section 11(d), the Agent will not be liable to me for
(a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (b) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its
reasonable control. 
 (v) I hereby agree to execute and deliver to the Agent any other agreements or documents as the Agent
reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 11(d). The Agent is a third-party beneficiary of this Section 11(d). 

(vi) This Section 11(d) shall terminate not later than the date on which all Tax-Related Items arising in connection with the
Award have been satisfied. 
 (vii) Officers may, on notice delivered five or more business days prior to a vesting date, opt out of
the “same day sale” commitment under this Section 11(d) with respect to such vesting date provided alternate arrangements acceptable to the Company to satisfy any withholding obligation for Tax-Related Items have been made, as
described in Section 11(a). 
 (viii) I hereby authorize the Company to appoint a successor Agent should Royal Bank of Canada (or its
successor) resign as Agent or be replaced by the Company. 
 (e) You agree to pay to the Company any amount of Tax-Related Items that
the Company may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. You acknowledge and agree that the Company may refuse to issue or deliver the shares of
Common Stock, or the proceeds of the sale of shares of Common Stock, if you fail to comply with your obligations in connection with the Tax-Related Items. 

12. TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of
this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own 

  
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personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily
declined to do so. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 

13. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be
considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with
respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing
contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

14. NOTICES. Any notice or request required or permitted hereunder shall be given in writing to each of the other
parties hereto and shall be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or delivery via electronic means, or (ii) the date that is five (5) days after deposit in
the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten
(10) days’ advance written notice to each of the other parties hereto: 
  

							
	COMPANY:	 	 Intersect ENT, Inc.
 Attn: Stock
Administrator
 1555 Adams Drive
 Menlo Park, California
94025
	 		  	
				
	PARTICIPANT:	 	Your address as on file with the Company at the time notice is given	 		  	

 15. HEADINGS. The headings of the Sections in this Agreement are inserted for
convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement. 
 16.
ADDITIONAL ACKNOWLEDGMENTS. You hereby consent and acknowledge that: 
 (a) Participation in the
Plan is voluntary and therefore you must accept the terms and conditions of the Plan and this Award Agreement and Grant Notice as a condition to participating in the Plan and receipt of this Award. This Award and any other awards under the Plan are
voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. All determinations with respect to any
such future awards, including, but not limited to, the time or times when such awards are made, the size of such awards and performance and other conditions applied to the awards, will be at the sole discretion of the Company. 

  
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 (b) The future value of your Award is unknown and cannot be predicted with certainty. You
do not have, and will not assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this Award or diminution in value of this Award and you irrevocably release the Company, its Affiliates and, if
applicable, your employer, if different from the Company, from any such claim that may arise. 
 (c) The rights and obligations of the
Company under your Award shall be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns. 

(d) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of your Award. 
 (e) You acknowledge and agree that you have reviewed your Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 

(f) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. 
 (g) All obligations of the Company under the Plan and this Agreement shall be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

17. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Your Award (and any
compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the
Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a Resignation for Good
Reason, or for a “constructive termination” or any similar term under any plan of or agreement with the Company. 
 18.
EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend,
modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate. 

  
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 19. CHOICE OF LAW. The interpretation,
performance and enforcement of this Agreement shall be governed by the law of the state of Delaware without regard to that state’s conflicts of laws rules. 

20. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to
be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

21. OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the
information required by Rule 428(b)(1) promulgated under the Securities Act. In addition, you acknowledge receipt of the Company’s Insider Trading Policy, in effect from time to time. 

22. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by
you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such
amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing,
the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any
future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. 

23. COMPLIANCE WITH SECTION 409A OF THE
CODE. This Award is intended to be exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in
Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is
not otherwise exempt from, and determined to be deferred compensation subject to Section 409A, and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your
“separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of the
separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is the earlier of (i) the fifth business day following
your death, or (ii) the date that is six (6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in 

  
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accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on
you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). 

* * * * * 
 This Restricted Stock
Unit Award Agreement shall be deemed to be signed by the Company and you upon the signing or electronic acceptance by you of the Restricted Stock Unit Grant Notice to which it is attached. 

  
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