Common use of Equity Awards Clause in Contracts

Equity Awards. As soon as reasonably practicable following the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon as reasonably practicable following the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 2026 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 2026 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 2026 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 2026 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon Effective upon a Change in Control that occurs during the Executive’s employment, except as reasonably practicable following the Effective Dateprovided in Section 3(b), the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award following shall include a performance-based vesting condition, pursuant to which occur: (i) thirty percent (30%) of the number of shares of Common Stock subject any performance criteria applicable to the Initial Award shall vest andany stock options, if applicablestock appreciation rights, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq restricted stock units, restricted stock or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, equity awards issued under any Stock Plan and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined held by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible deemed to participate have been met in full; (ii) any of the 2023 restrictions on any shares of restricted stock issued under any Stock Plan and held by Executive that are scheduled by their terms (after giving effect to clause (i) of this Section 3(a)) to lapse after the second anniversary of the Change in Control shall lapse immediately so that the portion of such shares formerly subject to such restrictions shall become unrestricted (and any such restrictions that are scheduled by their terms to lapse on or before the second anniversary of the Change in Control shall remain unchanged except as provided in clause (i)); (iii) any other equity awards (including without limitation any stock options, stock appreciation rights and restricted stock units) issued under any Stock Plan and held by Executive that are scheduled by their terms (after giving effect to clause (i) of this Section 3(a)) to vest after the second anniversary of the Change in Control shall vest immediately and become exercisable or distributable (and any such awards that are scheduled by their terms to vest on or before the second anniversary of the Change in Control shall remain unchanged except as provided in clause (i) of this Section 3(a)); provided that if any such stock option, stock appreciation right, restricted stock unit or other equity award is not assumed or a cash payment of equivalent value is not substituted therefor (in either case with vesting terms no more restrictive than those of the assumed or substituted award) by any acquirer of or successor to the Company, then such stock option, stock appreciation right, restricted stock unit or other equity award shall become vested and exercisable in full upon such Change in Control; and (iv) each outstanding equity award held by the Executive shall be deemed amended automatically to provide that, notwithstanding any provision of any Stock Plan, no outstanding share of restricted stock, stock option, stock appreciation right, restricted stock unit or other equity award held by the Executive may be terminated or forfeited without the Executive’s written consent (provided that this shall not prevent termination of (A) any unvested portion thereof that is terminated or forfeited upon termination of the Executive’s employment as provided in any agreement or certificate executed in connection with any such equity award, (B) a stock option the termination of which is covered by Section 8(i) of the Company’s 2000 Equity Incentive Plan, or (C) upon payment of a cash payment equivalent to the value of such terminated award). The foregoing notwithstanding, this Section 3(a) shall not apply to any shares of restricted stock, restricted stock units or other equity awards granted to the Executive as an incentive plan bonus under any of the Company’s short-term incentive programs which are subject to performance criteria with a performance period of one year or less and time-based vesting with an original vesting term of less than fifteen (15) months (collectively, such plans“Bonus Equity”), as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards which shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions treated as may be determined by the Board and/or the Committeeprovided in Section 3(b)(ii).

Equity Awards. As soon as reasonably practicable following the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 2025 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 2025 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 2025 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 2025 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon (i) Effective as reasonably practicable following of the Effective Date, Parent shall grant the Executive or his designee a restricted stock unit award with respect to Parent’s Class A common stock (the “IPO RSUs”) representing three percent (3.0%) of Parent’s common stock on an as-converted basis as of the Effective Date, subject to the terms of the Omnibus Plan and the award agreement provided to the Executive. (ii) In addition, beginning with the first calendar year commencing after the twelve (12) month anniversary of the Effective Date, the Company will recommend that Executive shall be eligible for annual equity awards, subject to the approval of the Board or the Committee, when annual equity awards are granted to other senior executives of Parent grant the Company generally (such awards granted to the Executive an equity award (Executive, the “Initial AwardAnnual Awards”) for such number of shares of ). The Annual Awards shall be in the Parent’s common stock (the “Common Stock”) amounts and forms as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards and shall be subject to the terms of the Stock Omnibus Plan and the applicable award agreement which shall contain such terms and conditions as may be determined agreements approved by the Board and/or or the Committee; provided, that the following terms shall apply: (A) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Annual Awards (including, without limitation, the definitions of “Cause” and “Good Reason”); (B) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), subject to the Executive delivering to the Company a “Release” within the “Release Delivery Period” (each, as defined below), any Annual Awards that are subject solely to service-vesting conditions shall be treated as follows in case of a termination event described below (as applicable, the “Additional Vesting Credit”): (I) in case of a termination of the Executive’s employment due to the Executive’s death or by the Company for Disability (as defined below), the portion of the Annual Award that would have become vested had the Executive’s employment continued for a period of twenty-four (24) months after the date of such termination shall vest upon (and effective as of) the date of such termination; and (II) in case of a termination of the Executive’s employment by the Company without “Cause” or by the Executive for “Good Reason”, the portion of the award that would have become vested had the Executive’s employment continued for a period of eighteen (18) months after the date of such termination shall vest upon (and effective as of) the date of such termination; and (C) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), any Annual Awards that are subject solely to service-vesting conditions shall, to the extent then unvested, become fully vested upon (and effective as of) a termination of the Executive’s employment (x) due to the Executive’s death or by the Company for Disability, (y) by the Company without “Cause” or by the Executive for “Good Reason” or (z) as a result of the Company’s or Parent’s non-extension of the Employment Term as provided in Section 2 hereof, but only if, in each case, the date of such termination occurs during the Change of Control Protection Period (as defined below) (the “Change of Control Vesting Credit”); provided, that if such termination date occurs during the Change of Control Protection Period and prior to the Change of Control, such accelerated vesting shall be subject to, and effective as of, the effective date of the Change of Control.

Equity Awards. As soon as reasonably practicable following (a) At the Effective DateTime, by virtue of the Merger and without any action on the part of the holder thereof, each outstanding stock option with respect to shares of Company Common Stock (each, a “Company Option”), whether or not vested, shall cease to represent a Company Option, and shall thereafter constitute a stock option, on the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time, including any provisions for acceleration (which includes those provided in Section 9.01(a) of the Company will recommend that the Board of Parent grant 2017 Long Term Incentive Plan), with respect to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Parent Common Stock (as rounded down to the nearest whole number) determined based on trading on Nasdaq or other applicable stock exchangeby multiplying (x) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Company Common Stock subject to such Company Option immediately prior to the Initial Award shall vest and, if applicable, become exercisable upon Effective Time by (y) the market Exchange Ratio. The exercise price per share of the Parent Common Stock being subject to any such Company Option at and after the Effective Time shall be an amount (rounded up to the nearest one hundredth of a cent) equal to or exceeding $15.00 (A) the exercise price per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and of Company Common Stock subject to such other Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each award of restricted stock (each, a “Company RS Award”) that corresponds to shares of Company Common Stock that is outstanding as of the Effective Time, whether or not vested, shall cease to represent a Company RS Award with respect to Company Common Stock and shall thereafter constitute a restricted stock award, on the same terms and conditions as may be were applicable under such Company RS Award immediately prior to the Effective Time, including any provisions for acceleration (which includes those provided in Section 9.01(a) of the Company 2017 Long Term Incentive Plan), with respect to the number of shares of Parent Common Stock determined by multiplying (x) the Board and/or number of shares of Company Common Stock subject to such Company RS Award immediately prior to the CommitteeEffective Time by (y) the Exchange Ratio; provided, that no fractional shares of Parent Common Stock shall be delivered, and in lieu thereof, on the applicable vesting date, the holder shall become entitled to receive a cash payment (without interest and rounded to the nearest cent) based on the closing trading price of Parent Common Stock as reported by Bloomberg, L.P. on such date. For the avoidance of doubt, any amounts relating to dividends and other distributions, if any, with respect to such Company RS Award that are accrued or accumulated but unpaid as of the Effective Time will carry over and will be paid in accordance with the terms and conditions as were applicable to such Company RS Award immediately prior to the Effective Time. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each award of performance share units for which vesting is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Company PSU Award”) that corresponds to shares of Company Common Stock that is outstanding of the Effective Time shall be treated as follows: (i) Each Company PSU Award granted prior to the date hereof (each, a “Pre-Signing PSU Award”) shall cease to represent a Company PSU Award with respect to Company Common Stock and shall thereafter constitute a right to receive a cash payment (rounded to the nearest cent), on the same terms and conditions as were applicable under such Company PSU Award immediately prior to the Effective Time (other than any performance-based conditions), in an amount equal to the sum of the PSU Cash Amount (as defined below) and any dividend equivalent rights (calculated assuming that any performance-based vesting conditions applicable to such Company PSU Award are achieved at the maximum level) credited with respect to such Company PSU Award, without interest and less applicable withholding Taxes. The Initial Surviving Corporation shall pay the applicable PSU Cash Amount through the Surviving Corporation’s payroll systems, subject in all events to compliance with Section 409A of the Code, if applicable. (1) With respect to any outstanding Pre-Signing PSU Award that was granted prior to January 1, 2023 (a “Pre-2023 PSU Award”), the PSU Cash Amount in respect of such Pre-2023 PSU Award shall vest on the last day of the original performance cycle for such Pre-2023 PSU Award, subject to the holder’s continued employment through such date (unless the service condition of such Pre-Signing PSU Award has previously lapsed prior to the Closing, in which case there is no continued employment requirement and the applicable PSU Cash Amount shall be subject to proration (if any) to the Parent’s 2023 Stock Incentive Plan (such plan, same extent as it may be amended and/or restated, set forth in the “2023 Plan”) and applicable award agreement based on the reason for the separation from service), and be paid as soon as reasonably practicable (but not later than March 15 of the year) following the end of the original performance cycle; provided that the vesting and payment of such PSU Cash Amount shall be accelerated upon certain qualifying terminations of employment in accordance with the applicable award agreement as in effect immediately prior to the Closing Date, subject to any delay in payment with respect to any Pre-2023 PSU Award that constitutes nonqualified deferred compensation under Section 409A of the Code. (2) With respect to any outstanding Pre-Signing PSU Award that was granted on or after January 1, 2023 but prior to the date hereof (a “2023 Pre-Signing PSU Award”), the PSU Cash Amount in respect of such 2023 Pre-Signing PSU Award shall vest on the earlier of (x) the last day of the original performance cycle for such 2023 Pre-Signing PSU Award and (y) March 15 of the year following the year in which the Effective Time occurs, subject to the holder’s continued employment through the applicable vesting date (unless the service condition of such 2023 Pre-Signing PSU Award has previously lapsed prior to the Closing, in which case there is no continued employment requirement and the applicable PSU Cash Amount shall contain be subject to proration (if any) to the same extent as set forth in the applicable award agreement based on the reason for the separation from service), and be paid as soon as reasonably practicable after the applicable vesting date but no later than March 15 of the year following the year in which the Effective Time occurs; provided, that the vesting and payment of such PSU Cash Amount shall be accelerated upon certain qualifying terminations of employment in accordance with the applicable award agreement as in effect as of immediately prior to the Closing Date. (ii) Each Company PSU Award granted on or following the date hereof shall cease to represent a Company PSU Award with respect to Company Common Stock and shall thereafter constitute a restricted stock unit award, on the same terms and conditions as may be were applicable under such Company PSU Award immediately prior to the Effective Time (other than any performance-based conditions), including any provisions for acceleration, with respect to the number of shares of Parent Common Stock (rounded to the nearest whole number) determined by multiplying (x) the Board and/or target number of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Committee. The grant Effective Time by (y) the Exchange Ratio. (iii) For the avoidance of doubt, any amounts relating to any dividend equivalent rights credited with respect to any Company PSU Award that are accrued or accumulated but unpaid as of the Initial Award shall Effective Time will carry over and will be contingent upon the effectiveness of the registration paid in accordance with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any were applicable to such awards shall be subject Company PSU Award immediately prior to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeEffective Time.

Equity Awards. As soon Effective as reasonably practicable following of the Effective Date, the Company will recommend that the Board of Parent or a committee thereof shall grant to the Executive an equity award (the “Initial Award”) for such number of option to purchase 200,000 shares of the Parent’s common stock (of the “Common Stock”) as may Company, at a per share price equal to the fair market value on the date of the grant of the option, which for the avoidance of doubt shall be determined by the Board and/or price per share at which the Committee. The Initial Award shall include a performance-based vesting conditioncommon stock is to be sold to the public in the Company’s initial public offering, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by of the Board and/or the Committee. The Initial Award shall be subject to the ParentCompany’s 2023 2021 Stock Incentive Plan (such plan, as it may be amended and/or restatedthe “IPO Grant”). Further, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall will be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectivelyreceive additional equity awards, if any, at such plans, as they may be amended and/or restated, the “Stock Plan”) times and on such terms and conditions as may be determined by the Board and/or the Committee or a committee thereof shall, in its sole discretion, determine. Equity awards granted or their discretionissued to the Executive on or after the Effective Date (which phrase “equity awards granted or issued to the Executive on or after the Effective Date”, for all purposes of this Agreement, shall include the IPO Grant) shall be subject to the vesting acceleration provisions set forth in Section 8. The grant For the avoidance of any such doubt, equity awards granted or issued to the Executive prior to the Effective Date (which phrase “equity awards granted or issued to the Executive prior to the Effective Date”, for all purposes of this Agreement, shall not include the IPO Grant) shall continue to be subject to the terms of any vesting, vesting acceleration and exercise periods set forth in the Stock Plan award agreement governing such award and/or the Existing Agreement. As a result, in the event of a Change in Control (as defined below), the shares underlying then-unvested equity awards granted or issued to the Executive prior to the Effective Date shall become immediately vested, exercisable and non-forfeitable, as the case may be, upon the closing of such Change in Control. Equity awards granted on or after the Effective Date shall not be subject to the terms of any vesting acceleration set forth in the Existing Agreement and shall instead be subject to the terms of this Agreement, the Company equity plan under which such awards are granted and the terms of the applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeeagreement.

Equity Awards. As soon as reasonably practicable (a) On or within thirty (30) days following the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award your Start Date you shall be granted a stock option (the “Initial AwardOption”) for such to purchase a number of shares common stock of the Parent’s common stock Company (the “Common Stock”) equal to seven percent (7%) of the outstanding shares of Common Stock on a Fully Diluted Basis (the “Option Shares”) pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”). Such grant shall be evidenced by an option agreement (the “Option Agreement”) to be entered into by and between you and the Company. The exercise price per Option Share will be equal to the fair market value per share of the Company’s Common Stock as may be determined of the date that such Option is granted by the Board and/or the CommitteeBoard. The Initial Award Option shall include have a performance10-based vesting condition, pursuant to which year term and shall vest and become exercisable as follows: (i) thirty percent 25% upon the first anniversary date of your Start Date (30%the “Initial Vesting Date”); and thereafter (ii) the remaining unvested Options Shares shall vest in 36 substantially equal monthly installments as of the last calendar day of each month following the Initial Vesting Date. (b) If, following the closing of the first equity financing or series of equity financings in which the Company receives aggregate gross proceeds of at least $10,000,000 (inclusive of the conversion of currently outstanding Convertible Promissory Notes of the Company) (a “Qualified Financing”), and immediately following such transactions the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy your Options is less than seven percent (707%) of the then outstanding shares of Common Stock on a Fully Diluted Basis, you shall be granted an additional stock option to purchase that number of shares of Common Stock such that immediately following such grant(s) the number of shares of Common Stock subject to such additional stock options together with the Initial Award number of shares subject to the Options shall vest andnot be less than seven percent (7%) of the then outstanding shares of Common Stock on a Fully Diluted Basis. Any additional stock options granted pursuant to this Section 4(b)shall each constitute an “Option” for purposes of this Agreement once granted; including without limitation Section 4(d). (c) All Options shall be immediately exercisable with respect to one hundred percent (100%) of the Option Shares in exchange for restricted shares of Common Stock of the Company (the “Restricted Shares”); provided, if applicablehowever, that the Restricted Shares will be subject to vesting in accordance with the schedule described above. Upon termination of your employment, the Company shall have the right to repurchase any Restricted Shares that have not vested as of such termination (“Unvested Shares”) at a price equal to the exercise price per Option Share (the “Repurchase Right”). (d) All Options and Option Shares shall become exercisable one hundred percent (100%) vested upon the market price consummation of a Change of Control (as defined in the Common Plan) that occurs at any time prior to the date that the Company becomes a publicly reporting company. Thereafter, in the event that your employment is terminated without Cause or you terminate your employment for Good Reason, in either case at any time beginning on the date that is 90 days prior to the effective date of a Change of Control (as defined in the Plan) and ending on the date that is 12 months following the Change of Control, then (i) all unvested Restricted Stock being equal to or exceeding $15.00 per share and Option Shares shall immediately vest in full, and (ii) all Options will remain exercisable for thirty (30) consecutive trading days. The Initial Award a period of 90 calendar days following the date of such termination, after which time the Option shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in such form and any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such other terms and conditions as equity award before 90 days following such termination. (e) The Board may be determined by the Board and/or the Committee. The Initial Award shall be subject grant you additional Options from time to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee time in its or their sole discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon as reasonably practicable following the Effective Date(a) The Executive shall be entitled to a combination of (x) restricted grants of common stock, $.0.001 par value (“Common Stock”), of the Company will recommend that and (y) grants of “incentive stock options” (as defined under Section 422 of the Board Internal Revenue Code of Parent grant to the Executive an equity award 1986, as amended (the “Initial AwardCode”)), exercisable over a period of ten (10) years after grant with respect to shares of Common Stock, in the aggregate covering the lower of (i) eight percent (8%) of the Common Stock Equivalents (as defined below) or (ii) twenty eight million (28,000,000) shares of Common Stock (the “Executive Shares”) for (such number of shares appropriately adjusted for any subsequent stock dividends, stock splits, combinations, reclassifications and the like), as required by this Section 3.6 and subject to adjustment as set forth in Section 3.6(d) below on the first anniversary of the Parent’s common stock Effective Date (the “Common StockTrue Up Date”). Executive shall be entitled to receive additional equity awards (the “Additional Equity Awards”) as may in accordance with Schedule A, attached hereto and incorporated herein. Any Additional Equity Awards shall be determined by disregarded for all purposes under this Section 3.6, including, but not limited to any adjustments to the Board and/or the Committeenumber of Executive Shares issued or issuable to Executive hereunder. The Initial Award For purposes hereof, “Common Stock Equivalents” shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of mean the number of shares of Common Stock subject then outstanding, plus the total maximum aggregate number of shares that are issuable pursuant to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq any rights to subscribe for or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading dayspurchase, and any options or warrants for the remaining seventy percent (70%) purchase of, shares of Common Stock, plus the total maximum aggregate number of shares that are issuable pursuant to any stock or securities convertible into or exchangeable for shares of Common Stock subject and any options or warrants therefor (all of the foregoing calculated after giving effect to the Initial Award shall vest and, if applicable, become exercisable upon operation of any and all provisions designed to protect against dilution contained in securities theretofore issued and other obligations theretofore entered into by the market price Company directly or indirectly triggered as a result of consummation of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan transactions contemplated hereunder or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its other event or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeecircumstance).

Equity Awards. (a) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plan) shall adopt such resolutions as may be required and take all corporate action necessary to effect the following: (i) at the Effective Time, each awarded share of Company Common Stock subject to vesting, repurchase or other lapse restriction (each, a “Company RS Award”) that is outstanding as of the Effective Time, shall be deemed to be fully vested and non-forfeitable (to the extent not previously vested) and shall be canceled and converted into the right to receive the Merger Consideration in accordance with Section 2.5; (ii) at the Effective Time, each award of stock units relating to shares of Company Common Stock (including any such stock unit that is payable in cash or other property, the value of which is determined with reference to the value of Company Common Stock) subject to vesting, repurchase or other lapse restriction (each, a “Company RSU Award”), whether vested or unvested, that is outstanding as of the Effective Time, shall be deemed to be fully vested and non-forfeitable (to the extent not previously vested) and shall be canceled and converted into the right to receive a cash payment equal to (1) the Merger Consideration, multiplied by (2) the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the Effective DateTime), or such time that is otherwise required by applicable Law, Parent shall cause the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading daysSurviving Corporation to, and the remaining seventy percent (70%) Surviving Corporation shall, pay the consideration payable pursuant to Section 2.6(a), net of any applicable withholding Taxes or deductions required under the Code or any provision of state, local or foreign Law with respect to the making of such payment, to the holders of Company RS Awards and Company RSU Awards through, to the extent applicable, the Surviving Corporation’s payroll; provided, however, that to the extent payment within such time or on such date would trigger a Tax or penalty under Section 409A of the number of shares of Common Stock subject to the Initial Award shall vest andCode, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and payments shall be made as soon as practicable after on the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan earliest date that payment would not trigger such Tax or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeepenalty.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the awards by the Board, the Employee shall receive on the Effective Date, the Company will recommend that the Board a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock equal to $1,000,000 divided by the closing price of the Company’s common stock on the Effective Date (all such shares being, the “Common Restricted Stock”). (b) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Restricted Stock will vest 20% on each of the number first, second, third, fourth and fifth anniversaries of shares of Common Stock the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). (c) The Employee agrees that, if applicablefor a period of one year following each vesting date (each such period, become exercisable upon a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became or is deemed to have become vested on such vesting date; provided, however, that on each such vesting date (or, in the case of Restricted Stock (as determined based issued after a vesting date, on trading on Nasdaq or other applicable stock exchange) being equal the date of its issuance), the Employee shall be able to or exceeding $12.50 per share for thirty (30) consecutive trading days, and sell certain of his Restricted Stock to the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 8(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 8(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board and/or Board, which provisions shall not be inconsistent with the Committeeterms set forth in this Agreement. (d) For purposes of this Agreement, a “Change in Control” means, (1) with respect to the Restricted Stock, the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concert, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board, and (2) with respect to the Change in Control Payment (as defined below), the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concert, of 50% of more of the then outstanding voting securities of the Business.

Equity Awards. As (i) Upon the Commencement Date or as soon as reasonably practicable following the Effective Dateadministratively possible thereafter, the Company will recommend that the Board of Parent grant Executive shall be granted a non-qualified stock option to the Executive an equity award (the “Initial Award”) for such number of acquire 150,000 shares of the ParentCompany’s common stock (“Option”) at a per share exercise price equal to the fair market value of one share of the Company’s common stock on the date of grant. Executive’s Options shall vest at the rate of 33-1/3% of the shares subject to the grant on the first, second, and third anniversaries of the date of grant; provided, that, Executive remains employed on the relevant vesting date(s). Upon termination of employment, all unvested Options shall terminate and all vested Options shall remain exercisable for ninety (90) days. (ii) Upon the Commencement Date or as soon as administratively possible thereafter, Executive shall be granted 30,000 shares of the Company’s common stock subject to certain restrictions (the “Common Restricted Stock”). The restrictions shall be that the Restricted Stock may not be transferred, disposed of or sold during the restricted period and shall be forfeited to the Company upon Executive’s termination of employment prior to the restrictions lapsing. The Restricted Stock shall vest as to 20% of the shares subject to the award on the first, second, third, fourth, and fifth anniversaries of the date of grant; provided, that, Executive remains employed on the relevant vesting date(s), subject to accelerated vesting upon the attainment of certain performance goals. Upon a termination of employment for any reason, all unvested shares of Restricted Stock shall terminate. (iii) The terms and conditions of the equity awards contemplated under this Section 5(f) of this Agreement shall be made consistent with Company policy and this Agreement. Any such grant shall be made contingent upon attaining shareholder approval of the Company’s 2004 Stock Incentive Plan (the “Stock Plan”). (iv) During the Employment Period, Executive shall be eligible to receive other equity-based awards as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their sole discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon (i) The parties agree and acknowledge that the Company previously granted to Executive the following equity awards that remain outstanding as reasonably practicable following of the Effective Date: stock option granted February 22, 2018; stock option granted June 27, 2018, restricted stock units granted June 26, 2020, and stock option granted September 16, 2020 (the “Existing Equity Awards”). (ii) The Company shall grant, subject to Executive’s continued employment through the applicable grant date, to Executive equity-based compensation awards pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). Of such awards, 75% shall be granted in the form of a stock option (the “Option”) and the remaining 25% shall be granted in the form of a restricted stock unit award (the “RSU Award” and, together with the Existing Equity Awards, the Option, and any future equity awards granted to Executive, the “Awards”). (iii) The Option shall be a nonqualified stock option, shall have an exercise price per share equal to the fair market value of the Company’s common stock on the applicable grant date, and shall have a maximum term of ten years from the applicable grant date. The number of shares of Company common stock subject to the Option shall be determined by dividing $7,500,000 by the per share Black-Scholes valuation as of the grant date, utilizing the same assumptions that the Company uses in the preparation of its financial statements. The grant date of the Option shall be the date on which the determination of the price per share of the Company’s Class A common stock in connection with the initial public offering (the “IPO”) of the Company’s Class A common stock occurs (the “IPO Price” and, such date, the “Pricing Date,” which shall also be the “Effective Date” of this Agreement). Subject to Executive’s continued service with the Company through the applicable vesting date, the Option shall vest and become exercisable over a four-year period as follows: one-forty-eighth (1/48th) of the shares of the Company’s common stock underlying the Option shall vest and become exercisable on each monthly anniversary of the Effective Date. (iv) The number of shares of Company common stock subject to the RSU Award shall be determined by dividing $2,500,000 by the IPO Price. The RSU Award shall be granted on the date on which the Company’s Registration Statement on Form S-8 registering the shares subject to the RSU Award becomes effective. Subject to Executive’s continued service with the Company through the applicable vesting date, the RSU Award shall vest over a four-year period as follows: one-sixteenth (1/16th) of the RSU Award shall vest on each quarterly anniversary of the Effective Date, so that the RSU Award shall be vested in full as of the fourth (4th) anniversary of the Effective Date. (v) The terms and conditions of the Option and RSU Award shall be set forth in a stock option award agreement and restricted stock unit award agreement, respectively, in forms prescribed by the Company, to be entered into by Executive and the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial AwardAward Agreements”) for such number ). Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the terms of shares and conditions of the Parent’s common stock Plan and the applicable Award Agreement. (vi) Notwithstanding the “Common Stock”) as may foregoing, upon a Change in Control, Executive will be determined by the Board and/or the Committee. The Initial Award shall include a performanceentitled to 100% vesting acceleration of all then-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of unvested shares of Common Stock subject to the Initial Existing Equity Awards. Notwithstanding anything to the contrary in this Agreement or any other agreement, for purposes of this Section 3(e)(vi), “Change in Control” for any Existing Equity Award shall vest and, if applicable, become exercisable upon have the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate meaning set forth in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Company’s 2016 Equity Incentive Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares Directors of the Parent’s common stock Company (or, if appropriate, any committee administering the “Common Stock”Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent immediately prior to the Effective Time but conditioned upon the Merger, each share of Company Restricted Stock shall become fully vested and free of restrictions and shall be treated in accordance with Section 2.01(c); (30%ii) at the Effective Time, each Company RSU outstanding immediately prior to the Effective Time shall be canceled and the holder thereof shall be entitled to receive in consideration for such cancelation (the “RSU Cancellation Value”) a cash payment equal to the product of the number of shares of Company Common Stock that are subject to such Company RSU immediately prior to the Initial Award Effective Time multiplied by the Merger Consideration, which RSU Cancellation Value shall vest andbe payable to such holder immediately following the Effective Time (or, if applicable, become exercisable upon the market price such Company RSU is subject to section 409A of the Common Stock Code, at such later date provided by the terms of such Company RSU); (as determined based on trading on Nasdaq or other applicable stock exchangeiii) being at the Effective Time, each Company SAR outstanding immediately prior to the Effective Time shall be canceled and the holder thereof shall be entitled to receive in consideration for such cancelation (the “Cancellation Value”) a cash payment equal to or exceeding $12.50 per share for thirty the product of (30A) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Company Common Stock that are subject to such Company SAR immediately prior to the Effective Time multiplied by (B) (x) the Merger Consideration reduced by (y) the exercise price per share of Company Common Stock subject to such Company SAR, which Cancellation Value shall be payable to such holder at or as soon as practicable, but in no event more than 30 days, following the Initial Award Effective Time; and (iv) the Company shall vest andensure prior to the Effective Time that, if applicablefollowing the Effective Time, become exercisable upon the market price there shall be no rights to acquire shares of Company Common Stock, stock options, stock units, restricted stock, stock appreciation rights or any other interests in respect of any capital stock (including any phantom stock) of the Common Stock being equal Company or the Surviving Corporation. (b) All amounts payable pursuant to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award this Section 5.04 shall be subject to the Parent’s 2023 Stock Incentive Plan any required withholding of taxes and shall be paid without interest. (such plan, as it may be amended and/or restated, the “2023 Plan”c) and applicable award agreement which The Company shall contain such terms and conditions take all reasonable steps as may be determined required to cause the transactions contemplated by the Board and/or the Committee. The grant this Section 5.04 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Initial Award shall be contingent upon the effectiveness Company subject to Section 16 of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable Act to be exempt under Rule 16b-3 promulgated under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeExchange Act.

Equity Awards. As soon So long as reasonably practicable following the Effective DateEmployee continues to be employed as an executive officer of the Employer, the Company Employee will recommend that be entitled to receive periodic equity awards (“Equity Awards”) under the Board Employer’s 2008 Equity Incentive Plan or another plan as determined by the Compensation Committee (collectively, the “Plan”), including without limitation in each of Parent grant the two years beginning with 2008 equity awards with respect to no fewer than 5,000 shares (10,000 shares in the Executive an equity award aggregate) (the “Initial AwardAnnual Equity Awards”), subject to the following: (i) for such the foregoing number of shares are calculated based upon a planned stock dividend in the Spin-off consisting of one share of the ParentEmployer’s common stock for every ten (10) shares of Bentley’s Common Stock outstanding at the “Common Stock”Distribution Time and will be adjusted proportionately if and to the extent that the stock dividend in the Spin-off is different at the Distribution Time. (ii) all Equity Awards shall be subject to substantially the same terms and conditions (and, if more than one type of award is granted, in the same proportions) as may the annual equity awards made generally to the other executive officers of the Employer, as determined in good faith by the Compensation Committee, which awards shall be made on the same date as when annual equity awards are made generally to the other executive officers of the Employer; and (iii) all of the foregoing options and common stock shall be subject to equitable adjustment in light of any stock split or stock dividend with respect to the Employer’s common stock and to reduction in the case of substitution of full value awards under the Plan, such as Restricted Stock, in place of stock option awards, in each case as determined in good faith by the Compensation Committee. In addition, after completion of the Spin-off, the Employee will receive an option to purchase shares of CPEX common stock under a new equity plan of CPEX, which option shall be at an exercise price and for a number of shares to be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Compensation Committee.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the awards by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, the Employee shall receive on the Effective Date, the Company will recommend that the Board a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock equal to $1,000,000 divided by the closing price of the Company’s common stock on the Effective Date (all such shares being, the “Common Restricted Stock”). (b) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Restricted Stock will vest 20% on each of the number first, second, third, fourth and fifth anniversaries of shares of Common Stock the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). (c) The Employee agrees that, if applicablefor a period of one year following each vesting date (each such period, become exercisable upon a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became or is deemed to have become vested on such vesting date; provided, however, that on each such vesting date (or, in the case of Restricted Stock (as determined based issued after a vesting date, on trading on Nasdaq or other applicable stock exchange) being equal the date of its issuance), the Employee shall be able to or exceeding $12.50 per share for thirty (30) consecutive trading days, and sell certain of his Restricted Stock to the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 8(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 8(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board and/or Board, which provisions shall not be inconsistent with the Committeeterms set forth in this Agreement. (d) For purposes of this Agreement, a “Change in Control” means, (1) with respect to the Restricted Stock, the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concert, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board, and (2) with respect to the Change in Control Payment (as defined below), the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concert, of 50% of more of the then outstanding voting securities of the Business.

Equity Awards. (i) As soon as reasonably practicable following of the Effective DateTime, the Company will recommend that the Board of Parent Compensation Committee shall grant to the Executive an equity award a non-qualified option (the “Initial Award”"Option") for such number of to purchase 1.0 million shares of the Parent’s Company's common stock ("Company Stock") pursuant to the “Common Stock”) as may be determined by Company's 1993 Stock Plan for Employees of AlliedSignal Inc. and its Affiliates (the Board and/or the Committee"Stock Plan"). The Initial Award Option shall include (x) have a performance-based vesting conditionten year term, pursuant (y) have a per share exercise price equal to which the fair market value (i) thirty percent (30%as defined in the Stock Plan) of the number of shares of Common Company Stock on the day on which the Effective Time occurs and (z) subject to the Initial Award shall provisions hereof, vest and, if applicable, and become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal with respect to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) 40% of the shares issuable under the 2023 Plan of Company Stock subject thereto on a Form S-8 registration statement December 31, 2000 and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness respect to an additional 30% of the Form S-8 registration statementshares subject thereto on each of December 31, 2001 and December 31, 2002 so long as the Executive is employed by the Company on each such date. Following In the grant event of the Initial Award, during termination of the Term Executive's employment with the Company for any reason (other than a termination by the Company for Cause or a voluntary resignation by the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan without Good Reason (collectively, such plans, as they may be amended and/or restatedeach term is defined herein)) (a "Qualifying Termination"), the “Stock Plan”Option will become fully vested and exercisable. To the extent that the Option has become vested and exercisable, it will remain so vested and exercisable for the remainder of its term. (ii) on such terms and conditions as may be determined by As of the Board and/or Effective Time, the Compensation Committee in its or their discretion. The shall grant of any such awards shall be subject to the terms Executive a non-qualified option to purchase 500,000 shares of Company Stock pursuant to the Stock Plan (the "Performance Option"). Notwithstanding any provision of the Stock Plan to the contrary, the Performance Option shall (x) have a ten year term, (y) have a per share exercise price equal to the fair market value of the Company Stock on the day on which the Effective Time occurs and applicable award agreement which shall contain (z) vest and become exercisable in accordance with (A) or (B) below, as follows: (A) With respect to 40% of the shares of Company Stock subject thereto, on April 1, 2001, if and only if the growth in Consolidated Earnings Per Share (as defined below) for calendar year 2000 over calendar year 1999 is at least equal to the targeted growth for such terms and conditions as may be determined year set by the Board and/or Compensation Committee, as set forth on Appendix A hereto; with respect to an additional 30% of the shares subject thereto, on April 1, 2002, if and only if the growth in Consolidated Earnings Per Share for calendar year 2001 over calendar year 2000 is at least equal to the targeted growth for such year set by the Compensation Committee, as set forth on Appendix A hereto; and with respect to an additional 30% of the shares subject thereto, on April 1, 2003, if and only if the growth in Consolidated Earnings Per Share for calendar year 2002 over calendar year 2001 is at least equal to the targeted growth for such year set by the Compensation Committee, as set forth on Appendix A hereto; or (B) With respect to 100% of the shares of Company Stock subject thereto, on April 1, 2003, if and only if the cumulative growth in Consolidated Earnings Per Share for the three-year calendar period commencing January 1, 2000 and ending December 31, 2002 over calendar year 1999 is at least equal to the cumulative Consolidated Earnings Per Share target set by the Compensation Committee for such three-year period, as set forth on Appendix A hereto.

Equity Awards. As soon as reasonably practicable following (a) You will be granted Restricted Stock Units (“RSUs”) under the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award Vonage Holdings Corp. Amended and Restated 2006 Incentive Plan (the “Initial AwardIncentive Plan”) for such covering a number of shares of the ParentVonage’s common stock which have a value at the date of grant based on the closing price per share on such date equal to three million dollars ($3,000,000). The RSUs will be granted on the first trading day of the calendar month that follows the Commencement Date. The number of the RSUs to be granted shall be based on the closing price of the Company’s common stock on the date of grant. (b) Such RSUs shall be issued on the form of RSU agreement (the “Common StockRSU Agreement”) as may be determined approved by the Board and/or for RSU grants made under the CommitteeIncentive Plan, with the number of shares being subject to adjustment based on subsequent stock splits, reverse stock splits, other adjustments, or recapitalizations, as provided in the Incentive Plan. The Initial Award RSUs shall include a be issued in three tranches as set forth below. Each tranche shall vest only upon satisfaction of both the time-based and performance-based vesting conditioncriteria applicable to such tranche. 25% of the ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇; 45% of the ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ and, pursuant to which 30% of the RSUs shall be Tranche 3 RSUs. (i) thirty percent Subject to Section 6(a), the Tranche 1 RSUs shall vest if the 2014 performance criteria applicable to such tranche of RSUs are attained and you are continuously employed through December 31, 2015. (30%ii) The Tranche 2 RSUs shall vest if the 2015 performance criteria applicable to such tranche of RSUs are attained and you are continuously employed through December 31, 2015. In addition, if the 2014 revenue target and attainment for that metric is not achieved in 2014, the 2014 revenue attainment can be made up in 2015 if the 2015 revenue target is achieved, so that both the 2014 and 2015 revenue attainments may be achieved in 2015. (iii) The Tranche 3 RSUs shall vest if the 2016 performance criteria applicable to such tranche of RSUs are attained and you are continuously employed through December 31, 2016. (c) The performance criteria applicable to each tranche of RSUs shall be based on the achievement of performance objectives related to the performance of the number of shares of Common Stock subject to the Initial Award shall vest andSubsidiary, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee Company in its or their discretion. sole discretion after good faith consultation with you. (d) The RSU grant of any such awards shall will be governed by and subject to the terms of the Stock Incentive Plan and applicable award agreement which the RSU Agreement and in the event of a conflict between this Section and the Incentive Plan and RSU Agreement, the terms of the Incentive Plan and RSU Agreement shall contain such terms and conditions as may be determined by the Board and/or the Committeecontrol.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $3,000,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 8(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 8(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board and/or of Directors of the CommitteeCompany.

Equity Awards. As soon as reasonably practicable following (i) Subject to Section 6(e), in the Effective Date2005 Fiscal Year, and in each Fiscal Year during the Company will recommend that Term thereafter while Executive is employed by the Board of Parent grant to the Company, Executive shall be granted an equity award under the 2004 Equity Award Plan (each such award, an “Incentive Award”). One half of each Incentive Award (the “Initial Share Incentive Award”) for such number of shall be granted as restricted shares of the ParentCompany’s common stock stock, $0.001 par value per share (“Shares”) during the first quarter of the Fiscal Year following the Fiscal Year to which the award relates (but in no event later than March 15 of such Fiscal Year) upon certification by the Committee of, and subject to, the attainment of performance goals determined by the Committee for such Fiscal Year, which performance goals shall be substantially similar to those goals used to determine the Annual Supplemental Bonus (for example, the Incentive Award for the 2005 Fiscal Year would be made in the first quarter of the 2006 Fiscal Year if the Performance Goals for the 2005 Fiscal Year are attained). The other half of each Incentive Award (the “Common StockOption Incentive Award”) as shall be granted, in the form of a nonqualified stock option to purchase Shares at a per Share exercise price equal to the fair market value of a Share on the date of grant, (i) in the case of the Option Incentive Award for the 2005 Fiscal Year, upon the Effective Date and (ii) in the case of the Option Incentive Award for each subsequent Fiscal Year during the Term, immediately following the first meeting of the Board during the Fiscal Year to which such Option Incentive Award relates (but in no event later than March 15 of such Fiscal Year). (ii) The value of the Incentive Award for the 2005 Fiscal Year shall be that number of restricted Shares and options having a value of $1,500,000; provided, however, that if the Effective Date occurs later than January 1, 2005 the value of such Incentive Award may be pro-rated to the extent that the Committee determines such pro-ration is appropriate. (iii) Commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, if during the immediately preceding Fiscal Year the Company sustains for at least six (6) months annualized EBITDAR levels at the threshold levels described below, the target value of the Incentive Award for the subsequent Fiscal Year shall at least equal the corresponding amount described in the following table: $ 600,000,000 $ 1,800,000 $ 700,000,000 $ 2,000,000 $ 800,000,000 $ 2,150,000 $ 900,000,000 $ 2,300,000 $ 1,000,000,000 $ 2,500,000 (iv) The value of any Option Incentive Award shall be measured by determining the grant date Black-Scholes value of such Award; which value shall be determined by a nationally recognized compensation consultant selected by the Board and/or Committee in consultation with senior management using the Committeevaluation methodology followed for other senior executives of the Company. The Initial value of any Share Incentive Award shall include a performancebe the aggregate grant date Fair Market Value (as defined in the 2004 Equity Award Plan) of the Shares subject to such Award. (v) Each Option Incentive Award shall vest with respect to twenty-based vesting condition, pursuant to which (i) thirty five percent (3025%) of the number options subject thereto, on each of shares the first through fourth anniversaries of Common Stock subject to the Initial first day of the Fiscal Year in which such Incentive Award is granted. Each Share Incentive Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal with respect to or exceeding $12.50 per share for thirty (30) consecutive trading days, thirty-three and the remaining seventy one-third percent (7033 1/3%) of the number restricted Shares subject thereto (and the restrictions on such Shares shall lapse), on each of shares the first through third anniversaries of Common Stock subject the first day of the Fiscal Year in which such Share Incentive Award is granted. Each Option Incentive Award and Share Incentive Award shall have such termination, forfeiture and other terms as are applicable to stock option or restricted stock awards granted to other senior executives of the Company, as set forth in the 2004 Equity Award Plan and the applicable award agreement. (vi) If a termination of this Agreement and Executive’s employment hereunder occurs on or after the last day of a Fiscal Year, but prior to the Initial date on which the Share Incentive Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject with respect to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject Fiscal Year would have been granted to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission Executive had his employment not terminated (the “SECAward Date”) of ), then, if the shares issuable under Committee certifies that the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Awardperformance goals for such Fiscal Year have been attained, during the Term the Executive shall be eligible granted on the Award Date that number of fully vested Shares equal to participate the product of (A) the Share Incentive Award Executive would have received had his employment not terminated multiplied by (B) the applicable percentage set forth in the 2023 Plan following table: By the Company without Cause, By Executive for Good Reason 100 % Due to Death or any successor stock incentive plan (collectivelyDisability 33 1/3 % By the Company for Cause, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.Voluntary Termination 0 %

Equity Awards. As soon as reasonably practicable following (i) Following the Effective Date, all of Employee's ------------- stock options outstanding and unexercised as of August 2, 2001 that are outstanding as of the Company will recommend that Effective Date shall remain outstanding in accordance with their terms. (ii) In consideration of Employee's entering into this Agreement and as an inducement to continue in the employ of the Company, Employee shall be granted as of the Effective Date under the USAi 2000 Stock and Annual Incentive Plan a non-qualified stock option (the "USAi Option") to purchase 100,000 shares of USAi's common stock, par value $.01 per share (the "USAi Common Stock"), subject to the approval of the Compensation Committee of the USAi Board of Parent grant Directors. The exercise price per share of the USAi Option shall be the last reported sales price of USAi Common Stock in the over-the-counter market (or such other market on which the USAi Common Stock is then traded) on the last trading date immediately prior to the Executive date of grant. Such option shall vest and become exercisable in four equal installments on each of the first four anniversaries of the date of grant. The USAi Option shall have a scheduled ten-year term. (iii) In consideration of Employee's entering into this Agreement and as an equity award inducement to continue in the employ of the Company, Employee shall be granted on the Effective Date under the Company's 2001 Stock Option Plan a non-qualified stock option (the “Initial Award”"Option") for such number of to purchase 375,000 shares of the Parent’s common stock (the “Company's Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award approval of the Compensation Committee of the Board (the "Compensation Committee"). The exercise price per share of the Option shall vest and, if applicable, become exercisable upon be the market closing sales price of the Common Stock (as determined based or the closing bid, if no sales are reported) on the NASDAQ Stock Market on the last market trading day prior to the date of grant. Such Option shall vest and become exercisable in four equal installments on Nasdaq or other applicable stock exchangeeach of the first, second, third and fourth anniversaries of the date of grant. The Option shall have a scheduled ten-year term. (iv) being equal Following the Effective Date, Employee shall be evaluated for future option grants in a manner consistent with the evaluation provided for similarly situated executives of USAi and its subsidiaries. (v) The Company shall grant to or exceeding $12.50 per share for thirty Employee on the Effective Date 25,000 restricted shares (30) consecutive trading days, and the remaining seventy percent (70%"Restricted Stock Grant") of the number of shares of Company's Common Stock subject Stock. All restrictions with respect to the Initial Award Restricted Stock Grant shall lapse on the third anniversary of the Effective Date, provided that Employee remains in the employ of the Company through such date. (vi) Upon a Change in Control of the Company, the USAi Option and all Company options or other Company equity compensation, to the extent outstanding as of the Change in Control of the Company, shall vest and, if applicable, become immediately. The USAi Option and the Company options shall remain exercisable upon the market price for one year following a Change in Control of the Common Company notwithstanding any subsequent termination of employment which otherwise would have provided for a shorter exercise period following termination of Employee's employment. (vii) Except as specifically set forth herein, each of the Option, the USAi Option and the Restricted Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall Grant will be in such form and subject to such other terms and conditions as may be determined governed by the Board and/or applicable plan under which each grant is made and the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeerelating thereto.

Equity Awards. (a) As soon as reasonably practicable following a material inducement to Executive's agreement to be employed by the Effective DateCompany, the Company will recommend that the Board of Parent grant Executive shall be entitled to the Executive an equity receive a restricted stock unit award (the “Initial Award”) for such number of covering 950,000 shares of the Parent’s Company's common stock. Such restricted stock unit award will vest in two equal tranches, (i) the first of which will vest on the first date that the Company's common stock achieved ten (10) consecutive trading days on which the “Common Stock”closing price for the Company's common stock equals or exceeds $2.00 per share (which amount shall be equitably adjusted as determined by the Board or Compensation Committee thereof in the event of any stock split or similar transaction) and (ii) the second of which will vest on the first date that the Company's common stock achieved ten (10) consecutive trading days on which the closing price for the Company's common stock equals or exceeds $3.00 per share (which amount shall be equitably adjusted as determined by the Board or Compensation Committee thereof in the event of any stock split or similar transaction), subject, in each case, to Executive's continuous active full­ time employment with the Company through each such vesting date, except as may be otherwise provided pursuant to this Agreement. Notwithstanding anything herein to the contrary, in the event the restricted stock units do not vest in full pursuant to the preceding sentence on or before the fourth anniversary of the grant date thereof, any unvested portion of the award outstanding on such fourth anniversary date shall immediately terminate and be forfeited. All other terms of the award shall be determined by the Board and/or the Committee. The Initial Award Compensation Committee thereof and shall include be consistent with the terms and conditions of restricted stock units awarded generally to the Company's executive officers. (b) As a performance-based vesting conditionmaterial inducement to Executive's agreement to be employed by the Company, pursuant Executive shall be entitled to which (i) thirty percent (30%) receive a stock option award covering 950,000 shares of the number of shares of Common Stock subject Company's common stock and with a per share exercise price equal to the Initial Award shall vest and, if applicable, become exercisable upon the market closing price of the Common Stock (as determined based Company's common stock on trading the grant date thereof. Such stock option award will vest in three equal installments, on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) each of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price first three anniversaries of the Common Stock being equal date of grant, subject, in each case, to or exceeding $15.00 per share for thirty (30) consecutive trading daysExecutive's continuous active full-time employment with the Company through each such vesting date, except as may otherwise be provided by this Agreement. The Initial Award shall be in such form and subject to such All other terms and conditions as may of the award shall be determined by the Board and/or the CommitteeCompensation Committee thereof and shall be consistent with the terms and conditions of stock options awarded generally to the Company's executive officers. (c) As a material inducement to Executive's agreement to be employed by the Company, Executive shall also be entitled to receive an additional stock option award covering a number of shares of the Company's common stock equal to 1.25 multiplied by $1,500,000 divided by the closing price of the Company's common stock on the date of this Agreement and with a per share exercise price equal to the closing price of the Company's common stock on the grant date thereof (the "Matching Award"). Such Matching Award shall vest in full on the first date that Executive alone or as set forth ,below, together with ▇▇▇▇▇ ▇▇▇, consummates the purchase of Company common stock having a value at the time of purchase of at least $1,500,000 in the aggregate, and no portion of Matching Award will vest before the consummation of such purchase. Notwithstanding anything herein to the contrary, in the event Matching Award does not vest in full pursuant to the preceding sentence on or before March 31, 2013, such award shall immediately terminate and be forfeited on that date. The Initial Award shall be Executive agrees that, while employed by the Company, he will not sell the stock subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, Matching Award before the “2023 Plan”) and applicable first anniversary of its vesting date. All other terms of the award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law Compensation Committee thereof and shall be made as soon as practicable after consistent with the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions of stock options awarded generally to the Company's executive officers. It is understood that the $1,500,000 investment will be made by the Executive and ▇▇▇▇▇ ▇▇▇ in relative amounts yet to be determined, with Executive investing at least $1,000,000. The Matching Award will be made to the Executive and ▇▇▇▇▇ ▇▇▇ in direct proportion to the value of the Company's common stock acquired. (d) Executive may also be eligible for additional awards of stock options and any other stock or equity based awards as may be determined by the Board and/or the Compensation Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeBoard.

Equity Awards. As soon as reasonably practicable (i) To the extent there are any unvested Seller Equity Awards held by MyCase Service Providers that (x) are scheduled to vest following the Effective Closing and on or prior to the one-year anniversary of the Closing Date and (y) will be forfeited in accordance with their terms as a result of the Closing (or any transfer of employment to Buyer or the Company) (such Seller Equity Awards, other than the Seller Equity Awards set forth on Schedule 6.07(h)(i), the “Forfeited Seller Equity Awards”), promptly (and, in any event, within fifteen Business Days) following the Closing Date, the Company will recommend that Buyer shall, or shall cause one of its Affiliates (including the Board of Parent Company) to, (A) grant to the Executive each Continuing Employee who held a Forfeited Seller Equity Award (each such Continuing Employee, an equity award (“Eligible Employee,” and collectively, the “Initial AwardEligible Employees”) for a long-term cash incentive award in an amount equal to the value of such number of shares Eligible Employee’s Forfeited Seller Equity Award, and (B) grant one or more additional long-term cash incentive awards in an aggregate amount equal to $150,000 to one or more of the Parent’s common stock (Eligible Employees, with the “Common Stock”amount of each individual award and the selection of the applicable Eligible Employee(s) as may to receive such award(s) to be determined by the Board and/or Buyer (or one of its Affiliates) in its sole discretion (each long-term cash incentive award granted pursuant to the Committeeforegoing clauses (A) and (B), a “Replacement LTI Award”). The Initial value of each Forfeited Seller Equity Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of be calculated by multiplying the number of shares of Common Stock Seller common stock (“Seller Shares”) subject to such Forfeited Seller Equity Award that would have otherwise vested (subject to the Initial Award shall vest and, if applicable, become exercisable upon applicable holders’ continued employment with Seller or its Subsidiaries and achievement of any performance-vesting conditions at the market price target level of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchangeperformance) being equal to or exceeding multiplied by $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission 151.70 (the “SECSeller Share Price”). For purposes of any Forfeited Seller Equity Award that is a stock option to acquire Seller Shares, the value of such Forfeited Seller Equity Award will be calculated based on the Seller Share Price, less the applicable exercise price. Each Replacement LTI Award will (i) vest based on the applicable Eligible Employee’s continued employment with Buyer or one of its Affiliates (including the Company) through the one-year anniversary of the shares issuable under Closing Date or, if earlier, will vest upon a termination of employment by Buyer or one of its Affiliates (including the 2023 Plan Company) without cause on a Form S-8 registration statement or after the Closing Date and compliance (ii) be paid to the applicable Continuing Employee promptly following the applicable vesting date. (ii) Promptly following the Signing Date, Seller will provide Buyer with other Applicable Law all information necessary to implement the commitments to grant Replacement LTI Awards as set forth in Section 6.07(h)(i) above and shall be made as soon as practicable after provide any updates to such information three Business Days prior to the effectiveness anticipated Closing Date. (iii) Promptly (and, in any event, within ten Business Days) following the one-year anniversary of the Form S-8 registration statement. Following Closing Date, Buyer shall (or shall cause one of its Affiliates (including the grant of the Initial Award, during the Term the Executive shall be eligible Company) to) pay to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject Seller an amount equal to the terms value of all Replacement LTI Awards that were forfeited or otherwise not paid to the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeEligible Employees.

Equity Awards. As soon as reasonably practicable following (i) Effective on the Effective Employment Commencement Date, the Executive shall be granted an inducement award of restricted stock units of the Company will recommend that representing 1.0% of the Company’s fully-diluted outstanding shares of common stock as of March 12, 2025, pursuant to (x) the terms of the Company’s management equity incentive plan to be adopted by the Board (the “MIP”) and (y) an award agreement that is (A) on a form approved by the Board for other senior executives of Parent grant the Company (and consistent in all material respects with the form of award agreement previously provided to Executive), (B) in all cases contains terms no less favorable to the Executive than those set forth in Exhibit A attached hereto and (C) does not impose any additional restrictive covenant obligations on the Executive beyond those set forth in this Agreement (the “Inducement RSU Award”). (ii) Effective on the Employment Commencement Date, the Executive shall be granted an initial equity incentive award of the Company representing 2.0% of the Company’s fully-diluted outstanding shares of common stock as of March 12, 2025, which shall be granted 50% in the form of time-based restricted stock units (the “Initial RSU Award”) for such number and 50% in the form of shares of the Parent’s common performance-based restricted stock units (the “Common StockInitial PSU Award”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition), pursuant to which (ix) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan MIP and applicable (y) an award agreement which shall contain that is (A) on a form approved by the Board for other senior executives of the Company (and consistent in all material respects with the form of award agreement previously provided to Executive), (B) in all cases contains terms no less favorable to the Executive than those set forth in Exhibit A attached hereto and (C) does not impose any additional restrictive covenant obligations on the Executive beyond those set forth in this Agreement. (iii) During the Term, the Executive will be eligible to receive such additional awards under the MIP as the Board may approve in its sole discretion and containing such terms and conditions as may be determined by the Board and/or the CommitteeBoard, including with respect to any performance conditions applicable to such awards.

Equity Awards. As soon as reasonably practicable following (i) Subject to the Effective Date, approval of the Company will recommend that Compensation Committee of the Board of Parent grant to the Executive an equity award (the “Initial Compensation Committee”), Employee will be granted a one-time stock award (a “Special Vested Award”) for ). The Special Vested Award will cover such number of shares of the ParentCompany’s common stock valued at $250,000 as of the grant date, disregarding any fractional share amounts. The Special Vested Award will be immediately 100% vested upon grant. If, within 1 year of hire date, Employee is terminated for Cause (as defined hereinbelow) or Employee chooses to leave the employment of the Company, Employee (or Employee’s representative) agrees to return either the shares of common stock underlying this Special Vested Award (for no consideration from the Company or its affiliates) or the cash value of such shares as of the date of the Employee’s termination or departure. Employee acknowledges and agrees that Employee is bound by the lock-up policy preventing employees of the Company from selling common stock of the Company until April 1, 2021, as well as the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. (ii) Subject to the approval of the Compensation Committee, Employee will be granted annual time-vested restricted stock unit awards (each, a “Time-Vested Award”) and a one-time performance-based restricted stock unit award (a “Performance Award”) as soon as administratively practicable following the effective registration of the securities reserved for issuance under the Company’s 2020 Equity Incentive Plan (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 2020 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement pursuant to the Securities Act of 1933, as amended (the “Form S-8”). Notwithstanding anything to the contrary in this Agreement, the Time-Vested Award and compliance with other Applicable Law the Performance Award will not be deemed granted unless and shall be made as soon as practicable after the effectiveness of until (i) the Form S-8 registration statementhas become effective and (ii) the vesting schedule and all other material terms of such equity awards have been approved by the Compensation Committee. Following Employee acknowledges and agrees that the actual grant of the Initial Award, during the Term the Executive dates for future Time-Vested Awards shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Compensation Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by coordinated with the Board and/or the Committeeannual grant dates for Time-Vested Awards granted to other employees.

Equity Awards. As soon as reasonably practicable following (i) Subject to approval by the Board (or a committee thereof), Employee will be eligible to receive (i) a 240,000 shares of restricted Company common stock (“RSAs”) and (ii) 360,000 options to purchase a number of shares of Company common stock (“Options,” with the RSAs, the “Equity Awards”), with each such Option having an exercise price equal to the closing price of the Company’s common stock on the Option grant date. The Equity Awards are expected to be granted within two weeks of the Effective Date, and will be subject to and governed by the terms and conditions (including vesting conditions) as provided in the award agreements and other governing documents under which the Equity Awards are granted. (ii) For the portion of the Employment Period on or after January 1, 2021, Employee shall be eligible to receive annual awards under the Company’s 2018 Long-Term Incentive Plan or such other equity incentive plan of the Company will recommend that the Board of Parent grant as may be in effect from time to the Executive an equity award time (the “Initial AwardIncentive Plan”) for such number at a participation rate of shares of 200%. All awards granted to Employee under the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest andIncentive Plan, if applicableany, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form amounts and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards a committee thereof shall determine from time to time, and shall be subject to and governed by the terms and provisions of the Stock Incentive Plan as in effect from time to time and applicable the award agreements evidencing such awards. Nothing herein shall be construed to give Employee any rights to any amount or type of grant or award except as provided in an award agreement which shall contain such terms and conditions as may be determined authorized by the Board and/or or a committee thereof. (iii) In the Committeeevent that, within twelve (12) months of a Change of Control (as defined in the most recent approved Incentive Plan), (A) Employee’s employment is terminated by the Company or any successor company other than for Cause (as defined below), or (B) Employee terminates his employment for Good Reason (as defined below), then any otherwise unvested Equity Awards or unvested awards under any Incentive Plan that have been granted to Employee shall become fully vested effective immediately prior to such termination.

Equity Awards. As soon In consideration of the Executive entering into this Agreement and as reasonably practicable an inducement to join the Company, promptly following the consummation of the Company’s next Qualified Financing (as such term is defined in that certain Note and Warrant Purchase Agreement, dated July [ ], 2012, by and among the Company and certain investors) the Company will grant the Executive options to purchase such number of shares of common stock of the Company that shall equal five percent (5%) of the outstanding shares of capital stock of the Company on a fully-diluted, as if converted to common stock basis, measured as of immediately prior to the consummation of such Qualified Financing, but assuming the conversion of all then outstanding notes, warrants and other instruments convertible into shares of the new series of preferred stock issued pursuant to such Qualified Financing into such new shares of preferred stock. In the event that a Qualified Financing does not take place within four months of the Effective Date, the Company will recommend that shall, at the Board of Parent Executive’s election, immediately grant to the Executive an equity award (the “Initial Award”) for options to purchase such number of shares of the Parent’s common stock (of the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award Company that shall include a performance-based vesting condition, pursuant to which (i) thirty equal five percent (305%) of the number of outstanding shares of Common capital stock of the Company on a fully-diluted, as if converted to common stock basis, measured as of the date the options are granted, in lieu of the grant described in the previous sentence. Such options will be granted under the terms of the Amended and Restated 2005 Stock subject Incentive Plan of the Company, as amended, with an exercise price equal to the Initial Award shall vest and, if applicable, become exercisable upon the fair market price value of the Common Stock Company’s common stock on the date the options are granted, determined in accordance with Rule 409A of the Internal Revenue Code. Such option grant will vest, except as otherwise provided hereinafter or in the Award Agreement (as determined based defined below), from and after the date granted with one-fourth vesting on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading daysthe first anniversary of the Effective Date, and one-forty-eighth vesting on the remaining seventy percent (70%) last calendar day of each month thereafter, provided that the number of shares of Common Stock subject to Executive is continuously employed by the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysCompany on each such vesting date. The Initial Award shall be in such form and subject to such All other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to governed by the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions of the award agreement, attached hereto as may be determined by Exhibit A (the Board and/or the Committee“Award Agreement”).

Equity Awards. As soon In consideration of your ongoing services as reasonably practicable following the Effective DateInterim CEO, the Company desires to provide you with certain additional equity-based compensation awards and rights as follows: You will recommend that receive the Board following awards and rights in respect of Parent grant to the Executive an equity award Company’s 2025 Omnibus Incentive Plan (the “Initial AwardPlan”), it being understood that such awards and rights shall be in addition to the awards previously granted to you pursuant to the Original Agreement: (i) Effective as of May 1, 2025 (the “Grant Date”), you will receive an award of performance-based stock units (“PSUs”) for such under the Plan with respect to a number of shares of the Parent’s D&B common stock equal to $1,000,000 divided by the closing price of a share of D&B common stock on the trading day immediately preceding the Grant Date. Such PSUs will be subject to a one-year performance period, commencing on May 7, 2025 and concluding on May 5, 2026, and will be earned based upon the achievement of positive same store sales during at least two fiscal quarters within the performance period. (ii) Effective as of the Grant Date, you will receive an award of stock options (“Common StockOptions”) as may be determined by under the Board and/or the Committee. The Initial Award shall include Plan to purchase a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject D&B common stock equal to $1,872,000 divided by the Initial Award shall vest andMay 1, if applicable, become exercisable upon the market 2025 closing price of a share of D&B common stock. Such Options will expire on the two-year anniversary of the Grant Date. (iii) At the discretion of the Compensation Committee of the Board of Directors of D&B (the “Committee”), you will be eligible to receive a stock bonus under the Plan that is payable in fully vested shares of D&B Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal the “Discretionary Stock Bonus”). The Discretionary Stock Bonus will Store Support Center • ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ • Coppell, TX 75019 1 relate to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the a number of shares of Common Stock subject D&B common stock equal to $500,000 divided by the May 1, 2025 closing price of a share of D&B common stock. At such time that is prior to May 5, 2026, and in any event prior to the Initial Award shall vest anddate on which the Company hires a permanent Chief Executive Officer, the Committee will make a formal determination in its discretion on whether you will receive the Discretionary Stock Bonus. (iv) The PSUs, Options and (if applicable, become exercisable upon ) the market price of the Common Discretionary Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall Bonus described above will otherwise be subject to the terms of the Stock Plan Plan, the award agreements approved by the Committee, and applicable award agreement which shall contain such other terms and conditions as may be determined established by the Board and/or the Committee. (v) Notwithstanding anything to the contrary herein, the grants of the PSUs and Options and (if applicable) the payment of the Discretionary Stock Bonus described above are subject to and conditioned on approval by the Company stockholders of the Plan (“Stockholder Approval”), which the Company plans to solicit at its 2025 Annual Meeting of Stockholders, and none of the PSUs, Options, and (if applicable) the Discretionary Stock Bonus will vest or be paid to you prior to such Stockholder Approval. If such Stockholder Approval is not obtained on or prior to December 9, 2025, the PSUs and Options, and any rights you may have with respect to the Discretionary Stock Bonus, will automatically be cancelled and forfeited and become null and void. You expressly acknowledge that such PSUs and Options are being granted prior to Stockholder Approval being obtained, which grants are subject to and conditioned on such approval being obtained on or prior to December 9, 2025. You further expressly acknowledge that (x) your eligibility to receive the Discretionary Stock Bonus is subject to and conditioned on such Stockholder Approval being obtained on or prior to December 9, 2025, and (y) no Discretionary Stock Bonus will be payable to you in the event such approval is not obtained on or prior to December 9, 2025.

Equity Awards. As soon as reasonably practicable (i) The Company previously granted Executive the following stock options to purchase shares of the Effective DateCompany’s Class A Common Stock (collectively, the Company “Options”) pursuant to the Company’s Amended and Restated 2018 Stock Plan (the “Prior Plan”): (A) on February 22, 2020, an option to purchase 1,000,000 shares of the Company’s Class A Common Stock and (B) on June 15, 2020, an option to purchase 15,625 shares of the Company’s Class A Common Stock. The Options will recommend that continue to be governed by the terms of their respective stock option and exercise agreements and the Prior Plan. (ii) Subject to the approval of the Board of Directors of Parent grant to (the “Parent Board”) or the Compensation Committee of Parent Board (the “Parent Committee”) and the Closing of the Transactions (as defined in the Merger Agreement), Executive will be granted an equity award (the “Initial Equity Award”) for such with respect to shares (each, a “Share”) of Parent Class A Common Stock with a grant date fair value of $1,625,000 (the “Award Value”). Such Equity Award may, in the sole discretion of Parent Board or Parent Committee, be in the form of an award of a number of shares restricted stock units (“RSUs”) or an award of the Parent’s common a number of Shares of restricted stock (the “Common StockRestricted Shares”) as may be determined by the Board and/or the Committee). The Initial Equity Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (will be granted as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions soon as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the reasonably practicable following Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant filing of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after registering the effectiveness of Shares subject to the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan Equity Award (collectively, such plans, as they may be amended and/or restateddate, the “Stock PlanGrant Date”) ), subject to Executive’s continued employment through the Grant Date. The number of RSUs or Restricted Shares will be equal to the Award Value divided by the closing sales price per Share on such terms and conditions as may be the Grant Date, rounded down to the nearest whole Share. Unless otherwise determined by Parent Board or Parent Committee, the Board and/or Equity Award will be immediately vested as to 1/3rd of the Committee in its total number of RSUs or their discretionRestricted Shares, as applicable, on the Grant Date, will vest as to 1/3rd of the total number of RSUs or Restricted Shares, as applicable, on December 31, 2021 (or on the Grant Date, if it is after December 31, 2021), and as to 1/3rd of the total number of RSUs or Restricted Shares, as applicable, on December 31, 2022, subject to Executive’s continued Employment through each such vesting date. The grant of any such awards shall Equity Award will be subject to the settlement, if applicable, and other terms and conditions of the Stock Company’s 2021 Equity Incentive Plan (the “Plan”) and the Company’s standard form of applicable award agreement under the Plan, which Executive will be required to sign. The purpose of the Equity Award is to compensate Executive for Executive’s Employment as Interim Chief Executive Officer and shall contain such terms and conditions not negatively impact or prorate any proposed grants to Executive with respect to Executive’s Employment thereafter as may be determined by the Board and/or the CommitteeChief Revenue Officer.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $250,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that the Employee is continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board and/or of Directors of the CommitteeCompany.

Equity Awards. (a) As soon as reasonably practicable following of the Effective DateTime, each Company PSU that is outstanding immediately before the Effective Time, by virtue of the Merger and without any action by Parent, Merger Sub, the Company will recommend or the holder of that Company PSU, shall be canceled and converted into the Board of right to receive from Parent grant or the Surviving Corporation an amount in cash, without interest, equal in value to the Executive an equity award (Per Share Price multiplied by the “Initial Award”) for such aggregate number of shares of Company Common Stock subject to each such holder’s Company PSUs (assuming that the Parent’s common stock performance factor as of the Effective Time is equal to 210%, which is the maximum level of performance achievable under the terms of the Company PSUs) (the “Common StockPSU Cash Payment”) ), payable in two installments through the Surviving Corporation’s payroll system as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which follows: (i) thirty percent at the Effective Time, the greater of (30%A) 50% of the PSU Cash Payment and (B) the number of shares of Company Common Stock subject to the Initial Award shall Company PSUs that would otherwise vest and, if applicable, become exercisable upon pursuant to the market price applicable grant notice multiplied by the Per Share Price (the “PSU Closing Payment”) and (ii) the excess of the Common Stock PSU Cash Payment over the PSU Closing Payment shall become payable on the earlier of (as determined based on trading on Nasdaq or other applicable stock exchangeI) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) one-year anniversary of the number of shares of Common Stock Effective Time, subject to the Initial Award continued employment of such holder with Parent, the Surviving Corporation, or any of their respective Subsidiaries as of such one-year anniversary and (II) the termination of such holder’s employment (A) by the Company without cause (and other than due to death or disability) or (B) by such holder for good reason (as such terms are defined in the applicable agreements providing for the foregoing treatment of the Company PSUs). (b) The payment of the amounts set forth in Section 2.8(a) in respect of the Company PSUs shall vest andbe reduced by any income or employment Tax withholding required under the Code or any applicable state, if applicablelocal or foreign Tax Law. To the extent that any amounts are so withheld and paid to the appropriate Governmental Authorities, become exercisable those amounts shall be treated as having been paid to the holder of those Company PSUs for all purposes under this Agreement. (c) Parent shall cause the Surviving Corporation to, at all times from and after the Effective Time, maintain sufficient liquid funds to satisfy their obligations to holders of Company PSUs pursuant to this Section 2.8. (d) As promptly as practicable following the Effective Time and in any event not later than the fifth (5th) Business Day thereafter, Parent shall cause the Surviving Corporation to pay through its payroll system to each applicable holder of a Company PSU, such amount due and payable to such holder pursuant to Section 2.8(a) in respect of such Company PSU. (e) The Company shall take all actions reasonably necessary to (i) as of the date of this Agreement, (A) suspend the Direct Stock Purchase Program and (B) prevent any additional transactions or issuances of Company Common Stock under the Direct Stock Purchase Program to be processed on or after the date of this Agreement and (ii) terminate the Direct Stock Purchase Program effective immediately upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeClosing.

Equity Awards. As soon (i) The parties agree and acknowledge that the Company previously granted to Executive the following equity awards that remain outstanding as reasonably practicable following of the Effective Date: stock option granted February 22, 2018; stock option granted June 27, 2018, restricted stock units granted June 26, 2020, and stock option granted September 16, 2020 (the “Existing Equity Awards”). Effective as of the closing the initial public offering (the “IPO”) of the Company’s Class A common stock, the vesting of all shares subject to the stock options included in the Existing Equity Awards will be fully accelerated with the shares subject to such stock options subject to the lockup agreement entered into in connection with the IPO. (ii) The Company shall grant, subject to Executive’s continued employment through the applicable grant date, to Executive equity-based compensation awards pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). Of such awards, 75% shall be granted in the form of a stock option (the “Option”) and the remaining 25% shall be granted in the form of a restricted stock unit award (the “RSU Award” and, together with the Existing Equity Awards, the Option, and any future equity awards granted to Executive, the “Awards”). (iii) The Option shall be a nonqualified stock option, shall have an exercise price per share equal to the fair market value of the Company’s common stock on the applicable grant date, and shall have a maximum term of ten years from the applicable grant date. The number of shares of Company common stock subject to the Option shall be determined by dividing $7,500,000 by the per share Black-Scholes valuation as of the grant date, utilizing the same assumptions that the Company uses in the preparation of its financial statements. The grant date of the Option shall be the date on which the determination of the price per share of the Company’s Class A common stock in connection with IPO occurs (the “IPO Price” and, such date, the “Pricing Date,” which shall also be the “Effective Date” of this Agreement). Subject to Executive’s continued service with the Company through the applicable vesting date, the Option shall vest and become exercisable over a four-year period as follows: one-forty-eighth (1/48th) of the shares of the Company’s common stock underlying the Option shall vest and become exercisable on each monthly anniversary of the Effective Date. (iv) The number of shares of Company common stock subject to the RSU Award shall be determined by dividing $2,500,000 by the IPO Price. The RSU Award shall be granted on the date on which the Company’s Registration Statement on Form S-8 registering the shares subject to the RSU Award becomes effective. Subject to Executive’s continued service with the Company through the applicable vesting date, the RSU Award shall vest over a four-year period as follows: one-sixteenth (1/16th) of the RSU Award shall vest on each quarterly anniversary of the Effective Date, so that the RSU Award shall be vested in full as of the fourth (4th) anniversary of the Effective Date. (v) The terms and conditions of the Option and RSU Award shall be set forth in a stock option award agreement and restricted stock unit award agreement, respectively, in forms prescribed by the Company, to be entered into by Executive and the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial AwardAward Agreements”) for such number ). Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the terms of shares and conditions of the Parent’s common stock Plan and the applicable Award Agreement. (vi) Notwithstanding the “Common Stock”) as may foregoing, upon a Change in Control, Executive will be determined by the Board and/or the Committee. The Initial Award shall include a performanceentitled to 100% vesting acceleration of all then-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of unvested shares of Common Stock subject to the Initial Existing Equity Awards. Notwithstanding anything to the contrary in this Agreement or any other agreement, for purposes of this Section 3(e)(vi), “Change in Control” for any Existing Equity Award shall vest and, if applicable, become exercisable upon have the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate meaning set forth in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Company’s 2016 Equity Incentive Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend that Board (or, if appropriate, any committee administering the Board of Parent grant to the Executive an equity award Company Stock Plans) shall adopt such resolutions or take such other actions (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”including obtaining any required consents) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent at the Effective Time, each Stock Option, whether or not vested, shall, in accordance with any applicable Company Stock Plan or any applicable award agreement thereunder, be canceled and each holder thereof shall be entitled to receive in consideration for such cancelation one (30%1) CVR for each share of Company Common Stock that is subject to such Stock Option immediately prior to the Effective Time; provided that the amount that becomes payable in respect of a CVR issued as consideration for such Stock Option shall be reduced by an amount equal to the applicable exercise price of such Stock Option; (ii) at the Effective Time, each Restricted Stock Award shall, in accordance with the applicable award agreement, be fully vested and such shares shall be converted into the right to receive the Merger Consideration pursuant to Section 2.08(b)(ii); (iii) the Company shall ensure prior to the Effective Time that, following the Effective Time, there shall be no rights to acquire shares of Company Common Stock, Stock Options, Restricted Stock Awards, RSUs, purchase rights under the ESPP or any other interests in respect of any capital stock (including any phantom stock or stock appreciation rights) of the number of shares of Common Stock Company or the Surviving Corporation; and (iv) with respect to any amount payable under this Section 6.05(a) that constitutes nonqualified deferred compensation subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price Section 409A of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal Code, to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent that payment of such amount would otherwise cause the imposition of a Tax under Section 409A of the number of shares of Common Stock subject to the Initial Award Code, such payment shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall instead be made as soon as practicable after at the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms earliest time permitted under this Agreement and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the corresponding award that will not result in the imposition of such Tax. The parties agree to treat and report the payments under Section 6.05(a)(i) as an unfunded and unsecured right to future payments under Section 83 of the Code and as good performance based payments that qualify as being subject to a substantial risk of forfeiture under Section 409A of the Code (b) Pursuant to the CVR Agreement, any amounts that become payable in respect of CVRs issued as consideration for Stock Plan and applicable award agreement which Options shall contain be paid to the holder of such terms and conditions Stock Option (irrespective of whether such holder is a Continuing Employee) through the Surviving Company’s payroll to the extent such payments are made through the Company’s payroll through Closing. (c) Prior to the Closing, the Company Board (or, if appropriate, the administrator of the ESPP) shall adopt such resolutions or take such other actions as may be determined required so that the ESPP shall terminate no later than the fifth trading day before the Effective Time. (d) All amounts payable pursuant to this Section 6.05 shall be paid without interest. (e) The Company shall take all reasonable steps as may be required to cause the transactions contemplated by this Section 6.05 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Board and/or Company subject to Section 16 of the CommitteeExchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Equity Awards. As soon as reasonably practicable following the Effective DateSubject to Board approval and any required shareholder approval (which Company shall use its best efforts to obtain, if needed), the Company will recommend that the Board of Parent grant provide Executive common stock restricted stock units (“RSUs”) as set forth in a separate agreement pursuant to the Executive an equity award Company’s 2014 Equity Incentive Plan, as amended (the “Initial Award2014 Plan”) for such number ). The grant value of shares any RSU will be the current fair market value of the ParentCompany’s common stock (the “Common Stock”) as may be determined by the Board and/or consistent with the Committeerequirements of IRC Sec. The Initial Award 409A and other applicable statutes and the aggregate number of shares subject to the RSUs shall include a performance-based vesting condition, pursuant be equal to which (i) thirty one percent (301%) of the number of shares of Common Stock Company’s outstanding common stock on July 2, 2015 on a fully diluted basis. The RSUs shall be subject to the Initial Award shall vest anda four (4) year vesting period, if applicable, become exercisable upon the market price with twenty-five percent (25% ) of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, RSUs vesting one-year after the Effective Date and the remaining seventy seventy-five percent (7075%) of the RSUs vesting thereafter on a monthly pro rata basis over the following three (3) years with the RSUs becoming completely vested four (4) years from the Effective Date; provided that upon a Company Change in Control, a termination of the Executive’s employment by the Company without Cause, or a termination of employment by the Executive with Good Reason (“Acceleration Triggers”), the number of shares of Common Stock RSUs subject to vesting through the Initial Award shall vest and, if applicable, become exercisable upon nine (9) month period following the market price date of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant termination of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission employment (the “SECTermination Date”) shall become vested as of the shares issuable under Termination Date, or in the 2023 Plan on case of a Form S-8 registration statement and compliance with other Applicable Law and Change in Control, upon the closing date of the transaction that results in a Change in Control, while all remaining unvested RSUs shall be made as soon as practicable after forfeited. All unvested RSUs shall be forfeited upon a termination of employment by the effectiveness Company for Cause or a termination by Executive without Good Reason. Notwithstanding the foregoing, if the Acceleration Trigger is a Change in Control and the Executive’s employment with the Company’s successor is terminated within twelve (12) months of the Form S-8 registration statement. Following Change in Control either by: (a) the grant Company’s successor without Cause, or (b) the Employee with Good Reason, then 100% of all remaining unvested RSUs shall become immediately vested as of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeTermination Date.

Equity Awards. As soon as reasonably practicable following You acknowledge and agree that, other than the Effective Dateperformance stock units (“PSUs”) and restricted stock units (“RSUs” and such award, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial RSU Award”) for such number of shares granted to you on December 16, 2025, pursuant to the Company’s Second Amended and Restated 2021 Incentive Award Plan (as may be amended, the “Incentive Plan”), you do not hold any other incentive equity awards with respect to any class of the ParentCompany’s common stock (whether vested, unvested, earned or unearned). Effective as of the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting conditionSeparation Date, pursuant to which (i) thirty percent your PSUs shall be forfeited in their entirety for no consideration, (30%ii) of the number of shares of Common Stock 103,047 RSUs subject to the Initial RSU Award shall accelerate and vest and, if applicable, become exercisable upon (the market price “Accelerated RSUs”) and be delivered to you in shares of the Common Stock Company’s Class A common stock in accordance with the RSU Award, and (as iii) a number of RSUs subject to the RSU Award having an aggregate value equal to $375,000, determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 the volume-weighted average price per share of the Company’s Class A common stock for thirty (30) the 30 consecutive trading days, days ending on (and including) the remaining seventy percent (70%) trading day immediately preceding the last day of the number Advisor Period, rounded down to the nearest whole share (the “Retained RSUs”) shall remain outstanding and eligible to vest on the last day of shares the Advisor Period, subject to your continued service as an Advisor through such date; provided, that if your service is terminated by the Company for Cause or by you (other than as a result of Common Stock the Company’s material and uncured breach of this Agreement, after having received at least 30 days written notice setting forth the details of any such purported breach (the “Notice Requirement”)), prior to the conclusion of the Advisor Period, the Retained RSUs shall be forfeited in their entirety. All RSUs other than the Accelerated RSUs and Retained RSUs shall be forfeited in their entirety for no consideration as of the Separation Date. In the event the Advisor Period is terminated by the Company without Cause, or you cease providing Advisor Services prior to the end of the Advisor Period following the Company’s material and uncured breach of this Agreement (subject to the Initial Award Notice Requirement) or the Advisor Period terminates as a result of your death or Disability (each, a “Vesting Event”), the Retained RSUs shall accelerate and vest and, if applicable, become exercisable upon the market price effective as of the Common Stock being equal to final day of the Advisor Period (or exceeding $15.00 per share if the Advisor Period does not occur for thirty (30) consecutive trading daysthe aforementioned reasons, the Separation Date). The Initial Award Accelerated RSUs and the Retained RSUs shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be otherwise remain subject to the terms and conditions of the Stock Incentive Plan and the applicable award agreement which agreement; provided, that in the event a Change in Control (as defined in the Incentive Plan) occurs or the Investor Group takes the Company private (either such event, a “Transaction”), (I) to the extent the Retained RSUs have not vested, the Retained RSUs shall contain such terms accelerate and conditions vest as may be of the occurrence of the Transaction (with the number of Retained RSUs determined based on the price-per share of the Company’s common stock received by the Board and/or Company’s shareholders in connection with such Transaction)), and (II) any unpaid portion of the CommitteeAdvisor Fee that would have otherwise been earned by you through the scheduled end of the Advisor Period shall accelerate, and in each case shall be paid or provided to you upon the consummation of the Transaction, in each case of clauses (I) and (II), subject to your continued service through the occurrence of the Transaction.

Equity Awards. As soon as reasonably practicable following the Effective DateSubject to Board approval and any required shareholder approval (which Company shall use its best efforts to obtain, if needed), the Company will recommend that the Board of Parent grant provide Executive common stock restricted stock units ("RSUs") as set forth in a separate agreement pursuant to the Executive an equity award Company's 2014 Equity Incentive Plan, as amended (the “Initial Award”) for such number "2014 Plan"). The grant value of shares any RSU will be the current fair market value of the Parent’s Company's common stock (the “Common Stock”) as may be determined by the Board and/or consistent with the Committeerequirements of IRC Sec. 409A and other applicable statutes and the aggregate number of shares subject to the RSUs shall be equal to 0.35% of the Company's outstanding common stock on July 2, 2015 on a fully diluted basis. The Initial Award RSUs shall include be subject to a performancefour (4) year vesting period, with twenty-based vesting condition, pursuant to which (i) thirty five percent (3025%) of the number of shares of Common Stock subject to RSUs vesting one-year after the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, Effective Date and the remaining seventy seventy-five percent (7075%) of the RSUs vesting thereafter on a monthly pro rata basis over the following three (3) years with the RSUs becoming completely vested four (4) years from the Effective Date; provided that upon a Company Change in Control, a termination of the Executive's employment by the Company without Cause, or a termination of employment by the Executive with Good Reason ("Acceleration Triggers"), the number of shares of Common Stock RSUs subject to vesting through the Initial Award nine (9) month period following the date of termination of employment (the "Termination Date") shall vest andbecome vested as of the Termination Date, or in the case of a Change in Control, upon the closing date of the transaction that results in a Change in Control, while all remaining unvested RSUs shall be forfeited. All unvested RSUs shall be forfeited upon a termination of employment by the Company for Cause or a termination by Executive without Good Reason. Notwithstanding the foregoing, if applicable, become exercisable upon the market price Acceleration Trigger is a Change in Control and the Executive's employment with the Company's successor is terminated within twelve (12) months of the Common Stock being equal to Change in Control either by: (a) the Company’s successor without Cause, or exceeding $15.00 per share for thirty (30b) consecutive trading days. The Initial Award the Employee with Good Reason, then 100% of all remaining unvested RSUs shall be in such form and subject to such other terms and conditions become immediately vested as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeTermination Date.

Equity Awards. As (a) Pursuant to the terms of the Company’s 2007 Performance Equity Plan and any successor plan thereto (collectively, the “Equity Plan”), the Board or the Compensation Committee shall grant to the Executive a stock option (the “Option”) covering 700,000 shares of the common stock of the Company (“Common Stock”) (the “Option Shares”), with a per share exercise price equal to the fair market value of the Common Stock on the date of grant (as determined in accordance with the Equity Plan), as soon as reasonably practicable following the Effective DateCompany’s determination that it is (i) eligible to issue such shares of Common Stock under the Company’s Form S-8 Registration Statement covering shares of Common Stock issuable pursuant to the Equity Plan and (ii) the Company’s determination that it has adequate number of shares in the Equity Plan to effectuate such (as in effect from time to time, the Company will recommend that the Board of Parent grant “Form S-8”), to the Executive an equity award pursuant to the Company’s Form S-8 (the “Initial AwardS-8 Eligibility Date”) for such number of shares of ). Subject to the ParentExecutive’s common stock (continued employment with the “Common Stock”) Company, the Option shall vest and become exercisable as may be determined by the Board and/or the Committee. The Initial Award shall include a performanceto twenty-based vesting condition, pursuant to which (i) thirty five percent (3025%) of the number Option Shares on the grant date and thereafter on the grant date and thereafter on each of shares of Common Stock subject to the Initial Award shall vest andJanuary 1, if applicable1012, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, 2013 and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days2014. The Initial Award Option shall be in such form and subject to such other terms and conditions as may specified by the Compensation Committee in accordance with the provisions of the Equity Plan and the form of award agreement to be determined approved by the Board and/or the Committee. The Initial Award (which award agreement shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration consistent with the U.S. Securities and Exchange Commission Option terms set forth in this Agreement). (the “SEC”b) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject Pursuant to the terms of the Equity Plan, the Board or the Compensation Committee shall grant to the Executive a restricted stock award (the “RSA”) covering 350,000 shares of Common Stock (the “RSA Shares”) as soon as reasonably practicable (i) following the S-8 Eligibility Date and (ii) the Company’s determination that it has adequate number of shares in the Equity Plan to effectuate such. Subject to the Executive’s continued employment with the Company, the RSA shall vest as to twenty-five percent (25%) of the RSA Shares on the grant date and applicable award agreement which thereafter on each of January 1, 2012, 2013 and 2014. The RSA shall contain be subject to such other terms and conditions as may specified by the Compensation Committee in accordance with the provisions of the Equity Plan and the form of award agreement to be determined approved by the Board and/or (which award agreement shall be consistent with the CommitteeRSA terms set forth in this Agreement). (c) The Executive shall be permitted to satisfy his tax withholding obligations that arise in connection with any stock option or restricted stock award issued pursuant to the Equity Plan with shares of Common Stock, including shares of Common Stock exercised pursuant to the stock option under which the tax withholding obligation arises or unrestricted shares of Common Stock that vest pursuant to the restricted stock award under which the tax withholding obligation arises. (d) In the event a successor corporation or a parent or subsidiary of a successor corporation to a transaction described in Section 10.2 of the Equity Plan refuses to assume or substitute for the Executive’s outstanding stock option or restricted stock awards, the Executive shall (i) fully vest in and, have the right to exercise all of his outstanding stock options, including shares as to which such stock options would not otherwise be vested or exercisable, and (ii) fully vest in all of his outstanding restricted stock awards.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $250,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board and/or of Directors of the CommitteeCompany.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $3,000,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board and/or Board, which provisions shall not be inconsistent with the Committeeterms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% or more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board.

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend agrees that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents but not including the payment of any cash or non-cash consideration without Parent’s common stock (the “Common Stock”consent) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent each Stock Option outstanding immediately prior to the Effective Time with an exercise price of less than $15.57 per share (30%each, a “Substituted Stock Option”) of (other than those granted under the ESPP) shall be converted into an option to acquire, on the same terms and conditions as were applicable under the Substituted Stock Option, the number of shares of Parent common stock, par value $0.20 per share (“Parent Common Stock subject Stock”) (rounded down to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as nearest whole share) determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of by multiplying the number of shares of Company Common Stock subject to such Substituted Stock Option by a fraction (the Initial Award “Option Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Common Stock on the New York Stock Exchange Composite Transactions Tape on the ten trading days immediately preceding the date on which the Effective Time occurs at an exercise price per share of Parent Common Stock equal to (1) the per share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Substituted Stock Option divided by (2) the Option Exchange Ratio (each, as so adjusted, an “Adjusted Option”); provided that such exercise price shall vest andbe rounded up to the nearest whole cent; provided, if applicablehowever, become exercisable that any Substituted Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code), and that may not be adjusted in the foregoing manner and remain an incentive stock option, shall be adjusted in accordance with the requirements of Section 424 of the Code in a manner which most closely produces the economic results obtained with respect to other Adjusted Options (it being understood that it is the intention of the parties that Substituted Stock Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as “incentive stock options” (as defined in Section 422 of the Code), to the extent that such Substituted Stock Options qualified as “incentive stock options” prior to the Effective Time); (ii) each Stock Option with an exercise price of $15.57 or more per share of Company Common Stock (each, an “Affected Stock Option”) shall be terminated prior to the Effective Time by taking all actions required by the applicable provisions of the relevant Company Stock Plans regarding termination of Stock Options in connection with certain corporate transactions such as mergers and reorganizations of the Company and sales of substantially all of the assets of the Company including, without limitation, (A) providing timely notice (to allow for the termination of the Affected Stock Options prior to the Effective Time) to holders of Affected Stock Options that neither Parent nor any of its subsidiaries shall assume such Affected Stock Options or substitute Parent options for such Affected Stock Options, (B) permitting holders of Affected Stock Options to exercise such Affected Stock Options during the applicable exercise period specified by the applicable Company Stock Plan (which, in each case, shall expire on the date that is no later than one day before the Effective Time) (the “Exercise Period”) and (C) terminating the Affected Stock Options upon the market price expiration of the Exercise Period; (iii) subject to Section 5.04(a)(iii) of the Company Disclosure Letter, each share of Restricted Stock outstanding at the Effective Time shall be converted at the Effective Time into an amount of cash equal to the Merger Consideration (the “Restricted Stock Cash Amount”), which shall be subject to, and payable to the holder of such shares of Restricted Stock (each, a “Holder”) in accordance with, Section 5.04(f); (iv) make such other changes to the Company Stock Plans as Parent and the Company may agree are appropriate to give effect to the Merger; (v) take such action as necessary under the Company Stock Plans to ensure that all restrictions or limitations on transfer and vesting and all repurchase rights with respect to the Substituted Stock Options and shares of Restricted Stock, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect pursuant to their terms with respect to the corresponding Adjusted Options and Restricted Stock Cash Amounts after giving effect to the Merger and the assumption by Parent as set forth below; and (vi) ensure that any shares of Company Common Stock being that have not been issued under any Company Stock Plan (the “Residual Shares”) shall be converted at the Effective Time into the number of shares of Parent Common Stock equal to or exceeding $15.00 per share for thirty the product of the number of such Residual Shares and the Option Exchange Ratio (30the “Assumed Shares”). (b) consecutive trading days. The Initial Award At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that (A) all obligations of the Company under the Company Stock Plans, including with respect to Substituted Stock Options outstanding at the Effective Time, shall be in such form obligations of Parent following the Effective Time and (B) Parent may issue the Assumed Shares after the Effective Time pursuant to the exercise of options or other equity awards granted under the Company Stock Plans or any other plan of Parent or any its affiliates. Parent may assume the Adjusted Options under an existing equity incentive plan. (c) Within five business days immediately following the Effective Time, Parent shall either (i) prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares subject to the Adjusted Options or (ii) assume the Adjusted Options under an existing equity incentive plan with respect to which a registration statement on Form S-8 (or another appropriate form) is currently effective. Any such other registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Adjusted Options may remain outstanding. (d) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Adjusted Options and that such Adjusted Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be (subject to the adjustments required by this Section 5.04 after giving effect to the Merger). (e) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan. (f) Promptly after the Effective Time, Parent shall deposit with an escrow agent designated by Parent an amount equal to the aggregate Restricted Stock Cash Amounts, which amount shall be held in escrow and shall be paid in accordance with this Section 5.07(f). Each Holder shall be entitled to receive the Applicable Portion (as defined below) of the aggregate Restricted Stock Cash Amounts after each Lapse Date (as defined below); provided that if the Holder is not employed by Parent or its affiliates on a Lapse Date, the Holder shall not be entitled to receive the Applicable Portion for such Laspe Date and any subsequent Lapse Date and such Applicable Portion shall be paid to Parent; provided, however, that promptly after the Holder’s 2023 Stock Incentive Plan termination date, the Holder shall receive a cash payment equal to the aggregate Repurchase Price (such planas defined below). Promptly after each Lapse Date, Parent shall instruct the escrow agent to pay the Applicable Portion, as it may be amended and/or restatedappropriate, to the applicable Holder or to Parent. For purposes hereof, (i) “2023 Plan”Applicable Portion” means, in respect of each Holder, an amount equal to the product of the Merger Consideration and the number of shares of Restricted Stock held by such Holder at the Effective Time that would have vested or with respect to which the Company’s right to repurchase would have lapsed on the applicable Lapse Date and (ii) and applicable award agreement “Lapse Date” means, in respect of any shares of Restricted Stock, each date on which shall contain such shares would have vested or the Company’s right to repurchase such shares would have lapsed pursuant to such terms and conditions as may be determined were applicable under such Restricted Stock, and (iii) “Repurchase Price” means, in respect of the Applicable Portion, the price paid by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of Holder for the shares issuable under of Restricted Stock held by such Holder at the 2023 Plan on a Form S-8 registration statement and compliance Effective Time that would have vested and/or with other Applicable Law and shall be made as soon as practicable respect to which the Company’s right to repurchase would have lapsed after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeHolder’s termination date.

Equity Awards. (i) As soon as reasonably practicable following an inducement material to the Effective DateExecutive’s agreement to enter into employment with the Company, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of under the Company’s 2021 Inducement Award Plan (the “Plan”) with respect to 9,916,667 shares of the ParentCompany’s common stock Class A Common Stock, $0.0001 par value per share (the “Common Stock”) as may be determined by follows: (A) Subject to the approval of the Board and/or and to the Committee. The Initial Award shall include a performance-based vesting conditionExecutive’s commencement of employment on the Effective Date, pursuant to which (i) thirty percent (30%) of the number of 2,833,333 shares of Common Stock subject to from the Initial Award shall vest andwill be granted, if applicable, become exercisable upon the market price effective as of the Common Stock Effective Date, in the form of an Option (as determined based on trading on Nasdaq or other applicable stock exchangedefined in the Plan) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of purchase shares of Common Stock subject at a price per share equal to the Initial Award shall vest and, if applicable, become exercisable upon Fair Market Value (as defined in the market price Plan) of the a share of Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions on the date of grant, as may be determined by the Board and/or Board, which Option shall vest and become exercisable with respect to one-fourth (1/4) of the Committee. The Initial Award shares subject thereto (rounded down to the next whole number of shares) on each of the first four anniversaries of the grant date, so that all of the Options shall be subject vested on the fourth anniversary of the grant date (the “Initial Options”). (B) Subject to the Parentapproval of the Board and to the Executive’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restatedcontinued employment through the date of grant, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant remainder of the Initial Award will be granted, effective as of the date immediately following the registration of sufficient additional shares for issuance under the Plan on Form S-8 (which registration will occur as soon as administratively practicable following the Company’s next annual shareholder meeting, currently scheduled for May 25, 2022), as follows: (1) 5,666,667 shares of Common Stock from the Initial Award will be granted in the form of Restricted Stock Units (as defined in the Plan), all of which shall be contingent upon fully vested at the effectiveness time of the registration with the U.S. Securities and Exchange Commission grant (the “SECRSUs”); and (2) 1,416,667 shares of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of Common Stock from the Initial AwardAward will be granted in the form of Restricted Stock Units (the “VWAP RSUs”), during the Term the Executive which VWAP RSUs shall be eligible to participate in vest (i) 50% on the 2023 Plan or any successor stock incentive plan third anniversary of the date of grant (collectively, such plans, as they may be amended and/or restated, the “Stock PlanVWAP Vesting Date”), subject to the Company achieving a volume-weighted average price over the period beginning on the date of grant of the VWAP RSUs and ending on the VWAP Vesting Date (the “Three-Year VWAP”) equal to or greater than $2.00 but less than $3.00, (ii) 100% (“Target Level”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be VWAP Vesting Date, subject to the terms Company achieving a Three-Year VWAP equal to or greater than $3.00 but less than $4.00, (iii) 150% on the VWAP Vesting Date (i.e., 2,125,000 shares of Common Stock), subject to the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.Company

Equity Awards. As soon i. In consideration of the Executive entering into this Agreement and as reasonably practicable following an inducement to join the Company, on the Effective Date, the Company will recommend that grant the Board of Parent grant following equity awards to the Executive an equity award pursuant to the Company's 2004 Stock Incentive Plan (the “Initial Award”"Plan") for such number of shares or, in whole or in part, as inducement grants outside of the Parent’s common stock (Plan but on substantially equivalent terms as grants under the “Common Stock”) Plan, as may be determined by the Board and/or Compensation Committee: (i) a number of time-based restricted stock units ("TRSUs") equal to $1,200,000 divided by the Committee. The Initial Award closing price of the Company's Common Stock on the trading day immediately prior to the day Executive's hire is publically announced (the "Announcement Day Price"), rounded down to the nearest whole share, which shall include vest 25% on each of the first four anniversaries of the Effective Date, and (ii) a number of performance-based vesting conditionrestricted stock units ("PRSUs"), pursuant at target, equal to $1,300,000 divided by the Announcement Day Price, rounded down to the nearest whole share, which (i) thirty percent (30%) shall vest based on the total shareholder return of the number of shares of Company's Common Stock subject as compared to the Initial Award shall vest and▇▇▇▇▇▇▇ 2000 Index over the three-year period following the Effective Date, if applicable, become exercisable upon and otherwise on the market price same terms as the PRSUs awarded to the Company's executives in May 2016 (including a 200% vesting maximum and performance measured annually with vesting and payment at the end of the three-year period and total return for both the Common Stock (as determined and the index based on the average closing price for the 20 trading on Nasdaq or other days preceding the applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysmeasurement date). The Initial Award shall be in such form and subject to such All other terms and conditions as may of such awards shall be determined governed by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon Plan (or, if the effectiveness awards are inducement grants outside of the registration with Plan, terms and conditions substantially similar to the U.S. Securities Plan) and Exchange Commission (the “SEC”) applicable award agreements. If such awards are inducement grants outside of the Plan, the Company shall register the shares issuable under the 2023 Plan covered by such awards pursuant to a registration statement on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of such that the Form S-8 registration statementis effective before such awards are granted; and ii. Following the grant of the Initial Award, during the Term the The Executive shall be eligible to participate in receive annual equity awards under the 2023 Plan or any successor stock incentive plan (collectivelybeginning in May 2017. The Company intends to grant awards in May 2017 to Executive with a value of approximately $1,000,000, such planswith half of the value being in time-based awards and half of the value being in performance-based awards, as they provided that this ratio may be amended and/or restatedadjusted slightly to increase the percentage of performance-based awards if the Compensation Committee deems it appropriate in order to improve the Company's compensation score with Institutional Shareholder Services. The value of these awards will be based on the same valuation method used for other annual grants made at the time. The Company will not be obligated to make these May 2017 grants if on or before the applicable grant date either (i) the Company has delivered to the Executive the notice described in that last paragraph of Section 5.1(b) finding that Executive has engaged in conduct constituting Cause and the Executive has not cured such acts if reasonably subject to cure or (ii) a Change in Control has occurred or the Company has entered into a definitive agreement which will result in a Change in Control. If the number of shares subject to the awards to be granted pursuant to this Section 4.3(b) exceeds any grant limit under the Plan, the “Stock Plan”) on such terms and conditions grant will be reduced to the minimum extent necessary so as may be determined by the Board and/or the Committee in its or their discretionnot to exceed any applicable limit. iii. The grant of any such awards shall be subject to All award agreements with Executive governing the terms of the Stock Plan TRSUs or PRSUs granted pursuant to Section 4.3(a) will include the provision set forth in Section 1(c)(4) of the form of Executive ▇▇▇▇ ▇▇▇▇ Agreement - Annual Grant (4-year vesting) previously provided to Executive or a provision comparable to such provision in all materials respects, except that in the case of the PRSUs if the award is assumed or substituted as described in clauses (i) and applicable (ii) of such provision then the award agreement which shall contain such terms and conditions as may be determined by will convert into a time-based award based on actual performance of the Board and/or PRSUs through the Committeeclosing of the underlying transaction, vesting on the third anniversary of the date of grant.

Equity Awards. As soon as reasonably practicable following (a) The Company shall recommend to the Effective Date, the Company will recommend Compensation Committee that the Board of Parent grant to the Executive an equity award be granted non-qualified options (the “Initial AwardOptions”) for such number of under the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “Plan”) to purchase five thousand five hundred sixty five (5,565) shares of the Parent’s common stock Class A Common Stock, par value $0.001 per share, of GNC (the “Common Stock”) ), with a per share exercise price equal to the Fair Market Value (as may be determined by defined under the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%Plan) of the number Common Stock. The Options shall have a term of shares seven years from the date of Common Stock grant. The options shall become vested and exercisable in equal installments of 25% on each of the first four anniversaries of the date of grant, subject to the Initial Award shall vest andExecutive's continuous employment with the Company through and including each applicable vesting date. Except as otherwise provided herein, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award Options shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined of the Plan and the form of option agreement applicable for senior executives of the Company approved by the Board and/or Compensation Committee under the CommitteePlan. (b) The Company shall recommend to the Compensation Committee that the Executive be granted three thousand four hundred fifty seven (3,457) shares of Common Stock under the Plan that are unvested on the date of grant and subject to a risk of forfeiture. The grant restricted stock shall become vested in equal installments of 33% on each of the Initial Award first three anniversaries of the date of grant, subject to Executive's continuous employment with the Company through and including each applicable vesting date. Except as otherwise provided herein, the restricted stock shall be subject to the terms and conditions of the Plan and the form of restricted stock agreement applicable for senior executives of the Company approved by the Compensation Committee under the Plan. (c) The Company shall recommend to the Compensation Committee that the Executive be granted one thousand seven hundred twenty eight (1,728) shares of Performance Share Units under the Plan. The Performance Share Units ▇▇▇▇ ▇▇▇▇▇ vest, contingent upon the effectiveness Company reaching certain performance goals established in January 2013. (d) Subject to the approval of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable Compensation Committee, or other committee under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial AwardPlan, during the Term the Executive shall be eligible to participate in and be granted awards under the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon (a) In consideration of Executive entering into this Agreement and as reasonably practicable following an inducement to join Company, on the Effective Date, the Company will recommend that the Board of Parent grant award to Executive, pursuant to the Executive an equity award plan(s) of Office Depot, Inc. and/or OfficeMax, Inc. (the “Initial AwardPlans”), one million five hundred thousand (1,500,000) for such number of shares of the Parent’s common non-qualified stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, options pursuant to which an award agreement in the form attached hereto as Exhibit A. Such stock options (i) thirty percent (30%) will vest ratably on the first anniversary, second anniversary and the third anniversary of the number of shares of Common Stock subject Effective Date, (ii) will have an exercise price equal to the Initial Award shall vest and, if applicable, become exercisable upon the market closing sale price of the Common stock on the date of such award, as reported on the New York Stock Exchange Composite Tape or such other source as the Compensation Committee deems reliable, or if no such reported sale of the stock shall have occurred on that date, on the last day prior to that date on which there was such a reported sale and (iii) shall have a term that expires on the tenth anniversary of the Effective Date. Such stock options shall provide for accelerated vesting (i) on that portion of the grant that is scheduled to vest during the twelve (12) month period following the date that this Agreement is voluntarily terminated by Executive for “Good Reason” (as determined based on trading on Nasdaq defined in this Agreement), or other applicable stock exchangeis terminated by Company without “Cause” (as defined in this Agreement); and (ii) being equal in full upon Executive’s termination due to death or exceeding $12.50 per share for thirty “Disability” (30) consecutive trading daysas defined in this Agreement). To the extent vested, and such options shall remain exercisable until the remaining seventy percent (70%) first to occur of the number date that concludes 12 months following termination or the date on which the option term otherwise expires pursuant to this Section 4.4(a). All options awarded that (i) are not vested at the time of shares any termination by Executive other than for death, Disability, or Good Reason, or (ii) are not vested at the time of Common Stock subject to the Initial Award shall vest andany termination by Company with Cause, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such forfeited. All other terms and conditions of such award of stock options shall be governed by the terms and conditions of the applicable Plan and the applicable award agreement. (b) With respect to calendar years 2014 and 2015, and pursuant to the Plans, Company shall make an award to Executive of restricted stock units having an aggregate award date value of $6,250,000 pursuant to an award agreement in the form attached hereto as may Exhibit B. Such award shall be made by Company on the Effective Date. The number of restricted stock units to be awarded pursuant to such award shall be based on the closing sale price of the Company stock of the Company as reported on the New York Stock Exchange Composite Tape or such other source as the Board or the Compensation Committee deems reliable, or if no such reported sale of the stock shall have occurred on that date, on the last day prior to that date on which there was a reported sale. Such restricted stock units (i) will vest on the third anniversary of the Effective Date and (ii) shall provide for pro rata accelerated vesting based on completed service as of the date of termination of employment in the event that this Agreement is voluntarily terminated by Executive for “Good Reason” (as defined in this Agreement), or is terminated by Company without “Cause” (as defined in this Agreement); and (iii) in full upon Executive’s termination due to death or Disability. All restricted stock units that are granted that are not vested (x) at the time of any termination by Executive other than for death, Disability, or Good Reason, or (y) at the time of any termination by Company with Cause, shall be forfeited. All other terms and conditions of such award of restricted stock units shall be governed by the terms and conditions of the applicable Plan and the applicable award agreement. (c) With respect to calendar years 2014 and 2015, and pursuant to the applicable Plan, Company shall make an award to Executive of target performance shares having an aggregate grant date value of $6,250,000 pursuant to an award agreement in the form attached hereto as Exhibit C. Such award shall be made by Company on the Effective Date. The number of target performance shares to be awarded pursuant to such award shall be based on the “fair value” of Company’s stock on the date of such award (with such “fair value” to be determined by in accordance with the Board and/or the Committeeterms of such plan and generally accepted accounting principles. The Initial Award vesting, and Executive’s receipt of, such performance shares shall be subject to the Parent’s 2023 Stock Incentive Plan achievement, during the period beginning on January 1, 2014 and ending on December 31, 2016 (such plan, as it may be amended and/or restated, the “2023 PlanPerformance Period”) of performance objectives and other objectives specified by the Compensation Committee in the award at the time the award is made or other such date not later than 90 days after the Effective Date, and will range from 0% to 150% of the target performance shares. The award of such performance shares shall provide for pro-rata vesting, based on completed service as of the date of termination of employment over the Performance Period and actual performance of Company at the end of the Performance Period in the event that this Agreement is (i) voluntarily terminated by Executive for Good Reason , (ii) is terminated due to death or Disability or (iii) is terminated by Company without Cause. In the event that Executive’s employment is terminated by Executive other than for death, Disability, Good Reason, or is terminated by Company with Cause, in each instance prior to the conclusion of the Performance Period, then all such performance shares shall be forfeited. All other terms and conditions of such award of performance shares shall be governed by the terms and conditions of the applicable Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission agreement. (the “SEC”d) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial AwardBeginning in calendar year 2016, during the Term the Executive shall will be eligible to participate in receive equity awards on a basis no less favorable than is provided to other executives of Company, to the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms extent consistent with applicable law and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeeemployee benefit plans.

Equity Awards. As soon as reasonably practicable following the Effective DateDecember 2, the Company will recommend that the Board of Parent grant to the Executive an equity award 2013, ▇▇▇▇▇▇ shall be granted RSUs (the “Initial RSU Award”) for such under the Company’s 2007 Performance Incentive Plan (the “Plan”) with respect to a number of shares of the ParentCompany’s common stock stock, par value $.01 (the “Common Stock”), equal to the lesser of (x) as may be determined 1,000,000 or (y) $3,000,000 divided by the Board and/or closing price for a share of Common Stock, as reported in the CommitteeWall Street Journal, on the date of grant of the Initial RSU Award. The Initial RSU Award shall include a performance-based vesting condition, pursuant be payable in shares of Common Stock and shall vest and become payable as to which (i) thirty percent (30%) 25% of the shares subject to the Initial RSU Award on December 31 of each of 2014, 2015, 2016 and 2017, subject to ▇▇▇▇▇▇’▇ continued service though each such vesting date and the terms set forth in the RSU Award letter agreement attached hereto as Exhibit D (the “RSU Award Letter”). If the value of the Initial RSU Award is less than $3,000,000, as soon as practicable after January 1, 2014 (but not later than January 10, 2014), subject to ▇▇▇▇▇▇’▇ continued service through such date, ▇▇▇▇▇▇ will be granted additional RSUs (the “Second RSU Award” and together with the Initial RSU Award, the “RSU Awards”) under the Plan with respect to a number of shares of Common Stock subject equal to (x) $3,000,000 less (1,000,000 multiplied by the closing price for a share of Common Stock, as reported in the Wall Street Journal, on the date of grant of the Initial RSU Award) divided by (y) the closing price for a share of Common Stock, as reported in the Wall Street Journal on the date of grant of the Second RSU Award. The Second RSU Award shall vest and, if applicable, become exercisable upon have the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, identical vesting and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may the Initial RSU Award and will be determined evidenced by an RSU Award letter agreement substantially in the Board and/or same form as the Committee. one attached here to as Exhibit D. The Initial Award shall be subject to the Parent’s 2023 shares of Common Stock Incentive Plan (such planor, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined permitted by the Board and/or RSU Award Letter, restricted stock) into which the Committee. The grant RSU Awards may be settled (or into which any equity award made to ▇▇▇▇▇▇ during the term of the Initial Award Prior Employment Agreement may be settled), shall be contingent upon the effectiveness of the registration have been registered with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeS-8.

Equity Awards. As soon as reasonably practicable following I hereby agree that, notwithstanding anything to the Effective Datecontrary in the Company’s 2021 Equity Incentive Plan, the Company will recommend that the Board of Parent grant to the Executive an equity award Company’s Founder Incentive Plan (the “Initial AwardFounder Plan”) for or any predecessor or successor plans (all such plans, collectively, the “Plan”) or any Award Agreement (as defined in the Plan), the governing documents of the Company or otherwise: i. The award of 5,250,000 Restricted Stock Units (as defined in the Plan) having a grant date of August 26, 2021 and a grant number of VAR00350, all of which have previously vested in accordance with their terms, shall be settled into an equal number of shares of the ParentCompany’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Class A Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 PlanShares”) and applicable award agreement which shall contain within five (5) business days following the date hereof, in full satisfaction of such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Awardaward, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and the applicable Award Agreement, including with respect to settlement and tax withholding, provided that, for purposes of the settlement and tax withholding provisions of the Plan and the applicable Award Agreement, I shall be deemed to be a Participant (as defined in the Plan) who is subject to Section 16 of the Exchange Act. ii. The award agreement of Restricted Stock Units covering 4,500,000 shares of Class A Common Stock having a grant date of November 15, 2021 and a grant number of VAR00351 (the “Stock Price Performance Award”), shall remain outstanding and subject to vesting on the terms and conditions of the Award Agreement under which shall contain such the Stock Price Performance Awards were granted, on the same terms and conditions as may though I have continued to be determined by employed, provided that that (A) it shall not be a condition to the Board and/or vesting of the Committee.Stock Price Performance Awards that I continue to be a Service Provider (as defined in the applicable Plan document) through the applicable performance period and (B) if a Change in Control (as defined in the Founder Plan) is consummated on or before the end of the performance period specified in the applicable Award Agreement, all then-outstanding Stock Price Performance Awards shall fully and immediately vest as of immediately prior to the Change in Control, subject to my continued material compliance with the terms of this Agreement through the date of such Change in Control. In the

Equity Awards. As soon as reasonably practicable following (i) Subject to Section 6(e), in the Effective Date2005 Fiscal Year, and in each Fiscal Year during the Company will recommend that Term thereafter while Executive is employed by the Board of Parent grant to the Company, Executive shall be granted an equity award under the 2004 Equity Award Plan (each such award, an “Incentive Award”). One half of each Incentive Award (the “Initial Share Incentive Award”) for such number of shall be granted as restricted shares of the ParentCompany’s common stock stock, $0.001 par value per share (“Shares”) during the first quarter of the Fiscal Year following the Fiscal Year to which the award relates (but in no event later than March 15 of such Fiscal Year) upon certification by the Committee of, and subject to, the attainment of performance goals determined by the Committee for such Fiscal Year, which performance goals shall be substantially similar to those goals used to determine the Annual Supplemental Bonus (for example, the Incentive Award for the 2005 Fiscal Year would be made in the first quarter of the 2006 Fiscal Year if the Performance Goals for the 2005 Fiscal Year are attained). The other half of each Incentive Award (the “Common StockOption Incentive Award”) as shall be granted, in the form of a nonqualified stock option to purchase Shares at a per Share exercise price equal to the fair market value of a Share on the date of grant, (i) in the case of the Option Incentive Award for the 2005 Fiscal Year, upon the Effective Date and (ii) in the case of the Option Incentive Award for each subsequent Fiscal Year during the Term, immediately following the first meeting of the Board during the Fiscal Year to which such Option Incentive Award relates (but in no event later than March 15 of such Fiscal Year). (ii) The value of the Incentive Award for the 2005 Fiscal Year shall be that number of restricted Shares and options having a value of $2,000,000; provided, however, that if the Effective Date occurs later than January 1, 2005 the value of such Incentive Award may be pro-rated to the extent that the Committee determines such pro-ration is appropriate. (iii) Commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, if during the immediately preceding Fiscal Year the Company sustains for at least six (6) months annualized EBITDAR levels at the threshold levels described below, the target value of the Incentive Award for the subsequent Fiscal Year shall at least equal the corresponding amount described in the following table: $ 600,000,000 $ 2,400,000 $ 700,000,000 $ 2,650,000 $ 800,000,000 $ 2,900,000 $ 900,000,000 $ 3,150,000 $ 1,000,000,000 $ 3,400,000 (iv) The value of any Option Incentive Award shall be measured by determining the grant date Black-Scholes value of such Award; which value shall be determined by a nationally recognized compensation consultant selected by the Board and/or Committee in consultation with senior management using the Committeevaluation methodology followed for other senior executives of the Company. The Initial value of any Share Incentive Award shall include a performancebe the aggregate grant date Fair Market Value (as defined in the 2004 Equity Award Plan) of the Shares subject to such Award. (v) Each Option Incentive Award shall vest with respect to twenty-based vesting condition, pursuant to which (i) thirty five percent (3025%) of the number options subject thereto, on each of shares the first through fourth anniversaries of Common Stock subject to the Initial first day of the Fiscal Year in which such Incentive Award is granted. Each Share Incentive Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal with respect to or exceeding $12.50 per share for thirty (30) consecutive trading days, thirty-three and the remaining seventy one-third percent (7033 1/3 %) of the number restricted Shares subject thereto (and the restrictions on such Shares shall lapse), on each of shares the first through third anniversaries of Common Stock subject the first day of the Fiscal Year in which such Share Incentive Award is granted. Each Option Incentive Award and Share Incentive Award shall have such termination, forfeiture and other terms as are applicable to stock option or restricted stock awards granted to other senior executives of the Company, as set forth in the 2004 Equity Award Plan and the applicable award agreement. (vi) If a termination of this Agreement and Executive’s employment hereunder occurs on or after the last day of a Fiscal Year, but prior to the Initial date on which the Share Incentive Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject with respect to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject Fiscal Year would have been granted to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission Executive had his employment not terminated (the “SECAward Date”) of ), then, if the shares issuable under Committee certifies that the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Awardperformance goals for such Fiscal Year have been attained, during the Term the Executive shall be eligible granted on the Award Date that number of fully vested Shares equal to participate the product of (A) the Share Incentive Award Executive would have received had his employment not terminated multiplied by (B) the applicable percentage set forth in the 2023 Plan following table: By the Company without Cause, By Executive for Good Reason, or any successor stock incentive plan Due to Retirement 100 % Due to Death or Disability 33 1/3 % By the Company for Cause, Voluntary Termination (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”other than Retirement) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.0 %

Equity Awards. As soon as reasonably practicable following Upon the Effective Dateexecution of this Employment Agreement, the Company will recommend that the Board of Parent grant to the Executive an equity award ▇▇▇▇▇▇ shall be awarded restricted stock units (the “Initial RSU Award”) for such number of under the Company’s 2007 Performance Incentive Plan (the “Plan”) with respect to 300,000 shares of the ParentCompany’s common stock stock, par value $.01 (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial ), which RSU Award shall include a performance-based vesting conditionbe payable in shares of Common Stock and shall vest and become payable as to 60,000 shares each year beginning on January 1, 2009 and continuing each January 1 thereafter through January 1, 2013, provided that ▇▇▇▇▇▇ remains an employee of the Company upon each such date unless his employment has been terminated pursuant to which (i) thirty percent (30%Section 4(b) of this Employment Agreement. Notwithstanding the number foregoing, following the consummation of shares a Change of Control any portion of the RSU Award which then remains unvested shall vest and become payable ratably over 36 months beginning at the end of the calendar month in which the Change of Control is consummated, and each month end thereafter, provided that ▇▇▇▇▇▇ remains an employee of the Company on each such date unless his employment has been terminated pursuant to Section 4(b) of this Employment Agreement; provided further that at no time shall ▇▇▇▇▇▇’▇ vested interest in the RSU Award be less than it would have been had a Change of Control not occurred; provided further that if in connection with such a Change of Control the Common Stock is converted into cash, securities or other property or a combination thereof (“Merger Consideration”), regardless of whether the Company is the surviving corporation in such transaction, then following the consummation of such Change of Control ▇▇▇▇▇▇ shall be entitled to receive during such 36-month period, in lieu of each share of Common Stock subject to the Initial remaining portion of the RSU Award, such Merger Consideration as is received by shareholders of the Company with respect to one share of Common Stock in connection with such Change of Control. In the event the RSU Award is paid in cash in connection with a Change of Control, the Company shall pay ▇▇▇▇▇▇ interest in respect of the 36-month payment period, and such interest shall be paid at the prime rate offered by the Company’s leading principal lending institution, as in effect from time to time. The RSU Award shall vest and, if applicable, become exercisable upon also have such terms not inconsistent with the market price foregoing (including appropriate adjustment in the event of a change in corporate structure affecting the Common Stock (in order to prevent dilution or enlargement of benefits) as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or Company and set forth in the Committee. The Initial Plan and a grant agreement, a form of which is attached hereto as Exhibit C. All payments made to ▇▇▇▇▇▇ with respect to the RSU Award shall be subject to made within five (5) business days following the Parent’s 2023 Stock Incentive Plan (such planrelevant vesting date. Any equity award, as it may be amended and/or restatedwhether shares of Company Common Stock, the “2023 Plan”) and applicable award agreement which restricted stock, stock options, restricted stock units, deferred stock units or otherwise, shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration have been registered with the U.S. Securities and Exchange Commission (on Form S-8. In addition to Salary, the “SEC”) Annual Bonus and the RSU Award, ▇▇▇▇▇▇ shall be compensated on a basis and in a manner consistent with the basis and manner in which the Company compensates its senior executives, and ▇▇▇▇▇▇ may, in the discretion of the shares issuable Compensation and Audit Committees of the Company’s Board of Directors, be granted additional awards under the 2023 Plan on a Form S-8 registration statement and compliance with an annual or other Applicable Law and shall be made basis as soon as practicable after compensation for the effectiveness performance of his services hereunder. Notwithstanding the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restatedforegoing sentence, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The Company shall have no obligation to grant of any such awards shall be subject equity award to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee▇▇▇▇▇▇ after ▇▇▇▇▇▇ has elected to terminate his employment.

Equity Awards. As (i) Subject to receiving the requisite stockholder approval, the Company shall cause the SIP to be amended (the "SIP Amendment") to provide for awards of restricted stock, such amendment to be substantially in the form attached hereto as Exhibit A. The Company shall schedule an annual or special stockholders' meeting of the Company to occur as soon as reasonably practicable following after the Effective Date (the "Stockholder Meeting"); provided, however, the parties acknowledge that the SIP Amendment will not be submitted for stockholder approval at the informational stockholder meeting expected to be scheduled in either November or December of 2002. At the Stockholder Meeting, the Company shall submit the SIP Amendment for stockholder approval. (ii) If the SIP Amendment is approved by the Company stockholders, the Company shall issue: (1) on the date of the Stockholder Meeting or as soon as reasonably practicable thereafter (the "Initial Grant Date"), two hundred nine thousand three hundred eight (209,308) shares of restricted stock under the SIP to Employee in accordance with the terms and conditions set forth in the Initial Employment Restricted Stock Agreement attached hereto as Exhibit B; (2) on the first anniversary of the Effective Date or as soon as reasonably practicable thereafter, two hundred three thousand eight hundred forty-six (203,846) shares of restricted stock under the SIP to Employee in accordance with the terms and conditions set forth in the Second Employment Restricted Stock Agreement attached hereto as Exhibit C; and (3) on the second anniversary of the Effective Date or as soon as reasonably practicable thereafter, two hundred three thousand eight hundred forty-five (203,845) shares of restricted stock under the SIP to Employee in accordance with the terms and conditions set forth in the Third Employment Restricted Stock Agreement attached hereto as Exhibit D. Such shares of restricted stock shall be issued in certificates of such denominations as Employee may request. (iii) If the SIP Amendment is not approved by the Company stockholders, the Company shall grant: (1) on the date of the Stockholder Meeting or as soon as reasonably practicable thereafter (the "Initial Grant Date"), to Employee under the SIP two hundred nine thousand three hundred eight (209,308) Stock Units and Dividend Equivalent Rights representing the right to receive, if, when and as ordinary cash dividends are paid on the Company's Common Stock (the "Common Shares") generally, an amount (of cash or other property) equal to the ordinary cash dividends that would be paid with respect to two hundred nine thousand three hundred eight (209,308) Common Shares, in each case in accordance with the terms and conditions set forth in the Initial Employment Stock Unit Agreement attached hereto as Exhibit E; (2) on the first anniversary of the Effective Date or as soon as reasonably practicable thereafter, to Employee under the SIP (i) two hundred three thousand eight hundred forty-six (203,846) Stock Units and (ii) Dividend Equivalent Rights representing the right to receive, if, when and as ordinary cash dividends are paid on the Common Shares generally, an amount (of cash or other property) equal to the ordinary cash dividends that would be paid with respect to two hundred three thousand eight hundred forty-six (203,846) Common Shares, in each case in accordance with the terms and conditions set forth in the Second Employment Stock Unit Agreement attached hereto as Exhibit F; and (3) on the second anniversary of the Effective Date or as soon as reasonably practicable thereafter, to Employee under the SIP (i) two hundred three thousand eight hundred forty-five (203,845) Stock Units and (ii) Dividend Equivalent Rights representing the right to receive, if, when and as ordinary cash dividends are paid on the Common Shares generally, an amount (of cash or other property) equal to the ordinary cash dividends that would be paid with respect to two hundred three thousand eight hundred forty-five (203,845) Common Shares, in each case in accordance with the terms and conditions set forth in the Third Employment Stock Unit Agreement attached hereto as Exhibit G. (iv) If the SIP Amendment is approved by the Company stockholders at the Stockholder Meeting, with respect to those shares of restricted stock granted under Sections 3(c)(ii)(1) or 3(c)(ii)(2) or 3(c)(ii)(3), as the case may be, for which Employee makes a valid election within 30 days after the applicable Share Grant Date (as defined herein) under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), (the "83(b) Shares"), the Company shall pay Employee within five business days after the Company's receipt from Employee of evidence of such valid election, or as soon as reasonably practicable thereafter, an amount in cash (subject to applicable withholding) equal to X multiplied by Y multiplied by Z divided by W (the "83(b) Payment"), where: X is the number of 83(b) Shares with respect to such Share Grant Date; Y is the excess, if any, of the Maximum Share Price (as defined herein) over the Company Share Price (as defined herein) on the Effective Date, the Company will recommend that the Board of Parent grant ; Z is equal to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which difference between (i) thirty percent the lowest Federal long term capital gain rate and (30%ii) the sum of the number highest marginal Federal income tax rate and highest marginal state income tax rate applicable to a California resident (adjusted for any applicable state tax deduction under Federal income tax laws)(this calculation shall be determined using those rates applicable in the year of shares of Common Stock subject such Share Grant Date); and W is equal to (i) one (1) minus (ii) the amount equal to the Initial Award shall vest and, if applicable, become exercisable upon the market price sum of the Common Stock highest marginal Federal income tax rate and highest marginal state income tax rate applicable to a California resident (as determined based on trading on Nasdaq or other adjusted for any applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award state tax deduction under Federal income tax laws)(this calculation shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and using those rates applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, year of such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeShare Grant Date).

Equity Awards. As soon as reasonably practicable The Executive shall be entitled to receive the following equity awards: (i) on the Effective DateDate of this Agreement, the Executive will be entitled to receive One-Hundred Thousand (100,000) shares of restricted common stock of the Company, which shall vest in equal quarterly installments over a three-year period, and (ii) on the Effective Date of this Agreement, and on or about the first day of each fiscal year of the Company will recommend that the Board of Parent grant to thereafter, the Executive an equity shall be entitled to receive Sixteen Thousand Eight Hundred (16,800) shares of restricted common stock of the Company, which shall vest in equal monthly installments of Fourteen Hundred (1,400) shares over a 12-month period, each such award to be issued under the Company’s 1999 Amended Stock Plan, or any successor plan thereto (the “Initial AwardEquity Plan”) for such number of shares ), in accordance with the terms of the Parent’s common stock (the “Common Stock”) Restricted Stock Agreement attached hereto as may be determined by the Board and/or the CommitteeAttachment 1. The Initial Award issuance of all restricted stock provided by this Agreement shall include a performance-based vesting condition, pursuant be subject to which (i) thirty percent (30%) of any delay resulting from the need to obtain stockholder approval to increase the number of shares available for issuance under said Equity Plan (the period of Common Stock such delay, an “Equity Award Delay Period”) and subject to the Initial Award Executive signing and returning a Restricted Stock Agreement, which shall vest and, if applicable, become exercisable upon govern the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committeeof such award. The Initial Company shall not grant any stock or other equity award under the Equity Plan to any director of the Company during an Equity Award Delay Period. As promptly as practicable following the conclusion of any Equity Award Delay Period, the Company shall be subject issue to the Parent’s 2023 Stock Incentive Plan (such plan, Executive all restricted stock provided by this Agreement that was delayed as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant a result of the Initial Equity Award shall be contingent upon the effectiveness of the registration Delay Period, with the U.S. Securities portion thereof that would have been vested as of such issuance date had there been no Equity Award Delay Period being vested on such issuance date and Exchange Commission (the “SEC”) of balance vesting in accordance with the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate vesting schedule provided in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “applicable Restricted Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeAgreement.

Equity Awards. As soon as reasonably practicable following of the Effective Date, date hereof: (a) the Company will recommend that the Board of Parent shall grant to the Executive an equity award (the “Initial Award”) for such number of 1,000,000 shares of the ParentCompany’s common stock stock, par value $0.001 per share (the “Common Stock”) as ), which shall not be issued under any stock incentive plan of the Company. The 1,000,000 shares shall vest ratably over 48 months beginning on January 1, 2020, provided, however, that such shares may, in whole or in part, in the sole and absolute discretion of the Compensation Committee, vest immediately upon the filing of an Annual Report on Form 10-K or successor form with the SEC that shows that the Company’s revenues for the applicable fiscal year reached or exceeded $100,000,000; notwithstanding the foregoing, before the Company accelerates any such vesting, the Compensation Committee must prior thereto have obtained the consent of the Executive, which consent may be determined by withheld in his sole and absolute discretion; and (b) the Board and/or Company shall grant to Executive an option to purchase 500,000 shares of Common Stock, which shall not be issued under any stock incentive plan of the CommitteeCompany, exercisable for a period of five (5) years at $0.80 per share. The Initial options shall vest ratably over 60 months beginning with the first month after the Effective Date. (c) Provided that the Company shall, for any given fiscal year during the term of this Agreement, have met the following criteria: (i) an increase in revenue, as calculated under GAAP over the previous fiscal year as reported in the Annual Report on Form 10-K or successor form for such fiscal year, provided that any increase less than thirty-five percent (35%) (the “Revenue Percentage”) shall reduce the CEO Performance Award (as defined below) correspondingly; (ii) positive net income, as calculated under GAAP, as reported in the Annual Report on Form 10-K or successor form for such fiscal year, provided that any increase less than five percent (5%) (the “Net Income Percentage”) shall include reduce the CEO Performance Award correspondingly; (iii) positive net cash flow from operations on a year-to-year basis, where cash flow is defined as the net amount of cash and cash-equivalents being transferred into and out of the Company, then the Company shall grant to Executive a performance-based vesting condition, pursuant to which award (ithe “CEO Performance Award”) thirty percent (30%) consisting of the a number of shares of Common Stock subject having a maximum value equal to ten percent (10%) of any appreciation in the Initial Award shall vest and, if applicable, become exercisable upon Company’s Market Capitalization (as defined below) above the market High Water ▇▇▇▇ (as defined below) as measured by the daily average closing bid price of the Common Stock (as determined based on trading on Nasdaq or other for the applicable stock exchange) being equal fiscal year subject to or exceeding $12.50 per share for thirty (30) consecutive trading days, proration obtained by the product of the Revenue Percentage and the remaining seventy Net Income Percentage. However, if the CEO Performance Award in a fiscal year is less than ten percent (7010%) due to a reduction caused by an annual shortfall in either the Revenue Percentage or the Net Income Percentage, the prior year’s targets would be deemed to have been achieved if a corresponding overage in a subsequent fiscal year results in the achievement of the number cumulative targets. The following table reflects the annual and cumulative targets for revenue and net income, which are provided solely for the purpose of shares of Common Stock establishing cumulative totals: For example, if the Company’s revenue in any given year increases by twenty-five percent (25%), the Revenue Percentage would be 71.43%. Similarly, if the Company’s net income for that year increases by four percent (4%), the Net Income Percentage would be 80%. The product obtained by 0.7143 multiplied by .0.8 is approximately 0.57. As a result, the Executive would be entitled, subject to the Initial remainder of this Section 6(c), to a CEO Performance Award shall vest andequal to 57% of any appreciation in the Market Capitalization. As noted above, this annual shortfall can be made up in a subsequent year if applicable, become exercisable upon the market price cumulative revenue and net income targets are achieved. Payment of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial CEO Performance Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission a high water ▇▇▇▇ (the “SECHigh Water ▇▇▇▇”) of the shares issuable under the 2023 Plan ), which shall be calculated on a Form S-8 registration statement and compliance with other Applicable Law an annual basis and shall be made as soon as practicable after reset annually. The High Water ▇▇▇▇ shall initially be equal to $50,000,000. The High Water ▇▇▇▇ for subsequent fiscal years shall be $50,000,000 plus the effectiveness aggregate amount of any appreciation used to determine the Form S-8 registration statementCEO Performance Award. Following For example, if in the grant of first calculation year, the Initial Company’s Market Capitalization is $90,000,000, which is only $40,000,000 above the High Water ▇▇▇▇, the CEO Performance Award, based upon the previous example, would be approximately ten percent (10%) of 0.57 multiplied by $40,000,000. The Company would have to see an increase in its Market Capitalization in excess of $90,000,000 during the Term following fiscal year to get above the new High Water ▇▇▇▇ before the Executive shall would be eligible again to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeereceive a CEO Performance Award.

Equity Awards. As soon as reasonably practicable following (i) Subject to Section 6(e), in the Effective Date2005 Fiscal Year, and in each Fiscal Year during the Company will recommend that Term thereafter while Executive is employed by the Board of Parent grant to the Company, Executive shall be granted an equity award under the 2004 Equity Award Plan (each such award, an “Incentive Award”). One half of each Incentive Award (the “Initial Share Incentive Award”) for such number of shall be granted as restricted shares of the ParentCompany’s common stock stock, $0.001 par value per share (“Shares”) during the first quarter of the Fiscal Year following the Fiscal Year to which the award relates (but in no event later than March 15 of such Fiscal Year) upon certification by the Committee of, and subject to, the attainment of performance goals determined by the Committee for such Fiscal Year, which performance goals shall be substantially similar to those goals used to determine the Annual Supplemental Bonus (for example, the Incentive Award for the 2005 Fiscal Year would be made in the first quarter of the 2006 Fiscal Year if the Performance Goals for the 2005 Fiscal Year are attained). The other half of each Incentive Award (the “Common StockOption Incentive Award”) as shall be granted, in the form of a nonqualified stock option to purchase Shares at a per Share exercise price equal to the fair market value of a Share on the date of grant, (i) in the case of the Option Incentive Award for the 2005 Fiscal Year, upon the Effective Date and (ii) in the case of the Option Incentive Award for each subsequent Fiscal Year during the Term, immediately following the first meeting of the Board during the Fiscal Year to which such Option Incentive Award relates (but in no event later than March 15 of such Fiscal Year). (ii) The value of the Incentive Award for the 2005 Fiscal Year shall be that number of restricted Shares and options having a value of $1,750,000; provided, however, that if the Effective Date occurs later than January 1, 2005 the value of such Incentive Award may be pro-rated to the extent that the Committee determines such pro-ration is appropriate. (iii) Commencing with the 2006 Fiscal Year and for each Fiscal Year of the Term during which Executive is employed thereafter, if during the immediately preceding Fiscal Year the Company sustains for at least six (6) months annualized EBITDAR levels at the threshold levels described below, the target value of the Incentive Award for the subsequent Fiscal Year shall at least equal the corresponding amount described in the following table: $ 600,000,000 $ 2,100,000 $ 700,000,000 $ 2,300,000 $ 800,000,000 $ 2,500,000 $ 900,000,000 $ 2,700,000 $ 1,000,000,000 $ 2,900,000 (iv) The value of any Option Incentive Award shall be measured by determining the grant date Black-Scholes value of such Award; which value shall be determined by a nationally recognized compensation consultant selected by the Board and/or Committee in consultation with senior management using the Committeevaluation methodology followed for other senior executives of the Company. The Initial value of any Share Incentive Award shall include a performancebe the aggregate grant date Fair Market Value (as defined in the 2004 Equity Award Plan) of the Shares subject to such Award. (v) Each Option Incentive Award shall vest with respect to twenty-based vesting condition, pursuant to which (i) thirty five percent (3025%) of the number options subject thereto, on each of shares the first through fourth anniversaries of Common Stock subject to the Initial first day of the Fiscal Year in which such Incentive Award is granted. Each Share Incentive Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal with respect to or exceeding $12.50 per share for thirty (30) consecutive trading days, thirty-three and the remaining seventy one-third percent (7033 1/3%) of the number restricted Shares subject thereto (and the restrictions on such Shares shall lapse), on each of shares the first through third anniversaries of Common Stock subject the first day of the Fiscal Year in which such Share Incentive Award is granted. Each Option Incentive Award and Share Incentive Award shall have such termination, forfeiture and other terms as are applicable to stock option or restricted stock awards granted to other senior executives of the Company, as set forth in the 2004 Equity Award Plan and the applicable award agreement. (vi) If a termination of this Agreement and Executive’s employment hereunder occurs on or after the last day of a Fiscal Year, but prior to the Initial date on which the Share Incentive Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject with respect to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject Fiscal Year would have been granted to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission Executive had his employment not terminated (the “SECAward Date”) of ), then, if the shares issuable under Committee certifies that the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Awardperformance goals for such Fiscal Year have been attained, during the Term the Executive shall be eligible granted on the Award Date that number of fully vested Shares equal to participate the product of (A) the Share Incentive Award Executive would have received had his employment not terminated multiplied by (B) the applicable percentage set forth in the 2023 Plan following table: By the Company without Cause, By Executive for Good Reason 100 % Due to Death or any successor stock incentive plan (collectivelyDisability 33 1/3 % By the Company for Cause, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.Voluntary Termination 0 %

Equity Awards. As soon as reasonably practicable following of the date hereof: a. the Company shall grant to Executive 1,000,000 shares of the Company’s common stock, which shall not be issued under any stock incentive plan of the Company. The 1,000,000 shares shall vest in installments of two hundred thousand (200,000) shares annually over five (5) years beginning on January 1, 2019, provided, however, that such shares may, in whole or in part, in the sole and absolute discretion of the Compensation Committee, vest immediately upon the filing of an Annual Report on Form 10-K with the SEC that shows that the Company’s revenues for the applicable fiscal year reached or exceeded $100,000,000; notwithstanding the foregoing, before the Company accelerates any such vesting, the Compensation Committee must prior thereto have obtained the consent of the Executive, which consent may be withheld in his sole and absolute discretion; and b. the Company shall grant to Executive an option to purchase 500,000 shares of the Company’s common stock exercisable for a period of five (5) years at market closing price on the Effective Date, which shares shall not be issued under any stock incentive plan of the Company. The options shall vest ratably over 60 months beginning with the first month after the Effective Date. The Bonuses, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Company Clawback Rights” as follows: During the period that the Executive is employed by the Company will recommend and upon the termination of the Executive’s employment and for a period of two (2) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to Executive shall have been determined, Executive agrees to repay any amounts which were determined by reference to any Company financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the Board restatement of Parent grant the Company’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive an equity award (by the “Initial Award”) for Compensation Committee following a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such number of shares adjustment. The calculation of the Parent’s common stock (the “Common Stock”) as may Revised Clawback Benefits amount shall be determined by the Board and/or Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the CommitteeCompensation Committee with respect to the Clawback Rights shall be final and binding on the Company and Executive. The Initial Award Clawback Rights shall terminate following a Change of Control, subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Company with any financial reporting requirement under the federal securities laws and shall not include a performancerestatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the ▇▇▇▇-based vesting condition▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇-▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to which (i) thirty percent (30%) the provisions of the number ▇▇▇▇-▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of shares this Agreement shall be deemed automatically amended from time to time to assure compliance with the ▇▇▇▇-▇▇▇▇▇ Act and such rules and regulation as hereafter may be adopted and in effect. Notwithstanding anything contained in this paragraph, in the event that the ▇▇▇▇-▇▇▇▇▇ Act is repealed or amended to delete the provisions with which this paragraph is intended to comply, then no compliance herewith shall be required and no part of Common Stock Executive’s compensation shall remain subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeCompany Clawback Rights.