Common use of Advisory Term Clause in Contracts

Advisory Term. (a) Provided that Executive remains continuously employed by the Company through the Resignation Date, from the Resignation Date through October 1, 2022 (the “Advisory Term”), Executive shall serve as a non-employee advisor to the Company and shall provide such advisory services to the Company as set forth on Exhibit B and as may be reasonably requested by the New CEO from time to time (collectively, the “Advisory Services”); provided that, the Company may terminate the Advisory Term for Cause or due to Executive’s material breach of this Agreement. During the Advisory Term, Executive shall be available to perform the Advisory Services at such times during normal business hours as may be reasonably requested by the New CEO. Executive shall perform the Advisory Services to the best of Executive’s abilities and in compliance with all applicable laws and Company policies. Notwithstanding the foregoing, the parties intend for Executive to have a “separation from service” within the meaning of Section 409A (as defined below) on the Resignation Date, and accordingly, the level of Advisory Services the Executive performs during the Advisory Term will in no event exceed 20% of the average level of bona fide services performed by Executive for the Company over the thirty-six (36) month period immediately preceding the Resignation Date. (b) During the Advisory Term, the Company shall pay Executive an advisory fee (the “Advisory Fee”) as follows: (i) from the Resignation Date through December 31, 2021, the Advisory Fee shall be paid at an annual rate equal to 100% of the Current Base Salary and (ii) from January 1, 2022 through October 1, 2022, the Advisory Fee shall be paid at an annual rate equal to 33% of the Current Base Salary. The Advisory Fee shall be pro-rated for any partial period of service and payable in accordance with the Company’s standard payroll policies. In addition, the Company shall reimburse Executive for or directly pay all reasonable, approved and documented business expenses incurred by Executive in the performance of the Advisory Services in accordance with the Company’s expense reimbursement policy. All such expenses must be approved in advance by the Company in writing. For the avoidance of doubt, the Advisory Fee shall not affect the Executive’s entitlement to severance under Section 3(a) above. (c) Executive acknowledges and agrees and it is the intent of the parties hereto that, except as may be required by applicable law or expressly set forth in Section 3, Executive shall receive no Company-sponsored benefits from the Company either as a consultant or employee from and after the Separation Date and that Executive will cease participation as an active employee in all Company-sponsored benefit plans as of the Separation Date. Executive further acknowledges that Executive has the responsibility to file all tax returns required by law and assumes sole liability for taxes due on income earned for the Advisory Services.

Advisory Term. (a) Provided that Executive remains continuously employed by the Company through the Resignation Date, from the Resignation Date through October 1March 31, 2022 2023 (the “Advisory Term”), Executive shall serve as a non-employee advisor to the Company and shall provide such consulting, advisory and related services to the Company as set forth on Exhibit B and as may be reasonably requested by the New CEO Company from time to time to assist in the transition of duties to the New CFO (collectively, the “Advisory Services”); provided that, the Company may terminate the Advisory Term for Cause or due to Executive’s material breach of this AgreementAgreement and, beginning December 31, 2022, either party may terminate the Advisory Term for any or no reason upon ten (10) days advance written notice to the other party. During the Advisory Term, Executive shall be available to perform the Advisory Services for approximately ten (10) hours per week and at such times during normal business hours as may be reasonably requested by the New CEOCompany. Executive shall perform the Advisory Services to the best of Executive’s abilities and in compliance with all applicable laws and Company policies. Notwithstanding the foregoing, the parties intend for Executive to have a “separation from service” within the meaning of Section 409A (as defined below) on the Resignation Date, and accordingly, the level of Advisory Services the Executive performs during the Advisory Term will in no event exceed 20% of the average level of bona fide services performed by Executive for the Company over the thirty-six (36) month period immediately preceding the Resignation Date. (b) During the Advisory Term, the Company shall pay Executive an advisory fee (the “Advisory Fee”) as follows: (i) from the Resignation Date through December 31, 2021, the Advisory Fee shall be paid at an annual rate equal to 100% of the Current Base Salary and (ii) from January 1, 2022 through October 1, 2022, the Advisory Fee shall be paid at an annual rate equal to 3325% of the Current Base Salary. The Advisory Fee shall be , pro-rated for any partial period of service and service; provided that, any Advisory Services performed in excess of forty (40) hours per month shall, so long as preapproved in writing by the Company, be payable at an hourly rate of $450. The Advisory Fee shall be payable in accordance with the Company’s standard payroll policiespolicies for consultants. In addition, the Company shall reimburse Executive for or directly pay all reasonable, approved and documented business expenses incurred by Executive in the performance of the Advisory Services in accordance with the Company’s expense reimbursement policy. All such expenses must be approved in advance by the Company in writing. For Following the avoidance expiration or termination of doubt, the Advisory Fee Term, Executive shall not affect the Executive’s entitlement be entitled to severance under any further payments pursuant to this Section 3(a) above3(b), except for payment of any unpaid Advisory Fees or unreimbursed business expenses earned or incurred prior to such expiration or termination. (c) During the Advisory Term, Executive’s Options will continue in accordance with their terms and shall continue to vest and become exercisable as a result of Executive’s continued service with the Company; provided that, notwithstanding anything in the Equity Documents to the contrary, to reflect Executive’s reduced role with the Company during the Advisory Term, only 25% of the unvested Options otherwise scheduled to vest on each vesting date occurring on and following the Resignation Date shall remain outstanding and eligible to vest on the original vesting schedule applicable to such Options and the remaining 75% of the unvested Options will expire and be forfeited effective as of the Resignation Date. Provided that (i) the Advisory Term is not terminated by the Company for Cause or due to Executive’s material breach of this Agreement, (ii) Executive completes the Advisory Services to the reasonable satisfaction of the Company and (iii) Executive timely executes the Release as provided above, notwithstanding anything in the Equity Documents to the contrary, Executive’s right to exercise any vested Options (after giving effect to the foregoing continued vesting) held by Executive as of the expiration of the Advisory Term shall be extended until the one year anniversary of the expiration of the Advisory Term, subject in all events to earlier termination in connection with a corporate transaction or event in accordance with the terms of the Equity Documents. (d) Executive acknowledges and agrees and it is the intent of the parties hereto that, except as may be required by applicable law or expressly set forth in Section 33(c), Executive shall receive no Company-sponsored benefits from the Company either as a consultant or employee from and after the Separation Date and that Executive will cease participation as an active employee in all Company-sponsored benefit plans as of the Separation Date. Executive further acknowledges that Executive has the responsibility to file all tax returns required by law and assumes sole liability for taxes due on income earned for the Advisory Services.