As a non-employee director, Ms. Clague will participate in our compensation program applicable to all non-employee directors, which is summarized below. Under our cash compensation policy, each non-employee director receives a base annual retainer of $40,000 and the board chair receives an additional base annual retainer of $40,000. Committee members receive additional annual cash compensation for service on board committees as follows: audit committee, $10,000; compensation committee, $7,000; and nominating and corporate governance committee, $5,000. Committee chairs receive additional compensation for service as the chair of board committees as follows: audit committee chair, $10,000; compensation committee chair, $8,000; and nominating and corporate governance committee chair, $5,000.

In accordance with our outside director equity compensation policy and our 2011 Equity Incentive Plan, on October 30, 2018, Ms. Clague was granted an option to purchase 15,000 shares of our common stock and 10,000 restricted stock units (“RSUs”). This initial award of options vest and initial awards of RSUs vest as to 25% of the shares subject to such awards on each anniversary of the date of grant, provided Ms. Clague continues to serve as a director through each such date. Beginning with our annual meeting of stockholders in 2019, Ms. Clague will be eligible for equity award grants on the same terms as other continuing members of the Board. Our outside director equity compensation policy currently provides that each non-employee director is automatically granted an annual stock option to purchase 10,600 shares of our common stock and 6,100 RSUs on the date of each annual meeting of stockholders beginning on the date of the first annual meeting of stockholders that is held after such non-employee director receives his or her initial award. 1/12th of the shares subject to the annual option awards vest each month after the date of grant and the annual RSU awards vest in full on the earlier of the day prior to the next annual meeting of our stockholders or the one-year anniversary of the date of grant, in each case provided such non-employee director continues to serve as a director through each such date.

Ms. Clague has entered into the Company’s standard form of indemnification agreement pursuant to which the Company will indemnify her for certain actions taken in her capacity as director.  A copy of the Company’s form of indemnification agreement was filed with the Securities and Exchange Commission on January 28, 2011 as Exhibit 10.1 to Amendment No. 3 to Registration Statement on Form S-1 and is incorporated herein in its entirety by reference.

On October 31, 2018, we issued a press release announcing Ms. Clague’s appointment as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.