Common use of Equity Awards Clause in Contracts

Equity Awards. (A) PubCo shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (Aa) PubCo shall grant to Contemporaneously with the Executive’s Start Date, the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common was granted 31,250 restricted stock units (each, a “Stock OptionRSUs”). Each Stock Option shall cover an equal , which number of shares of PubCo common stockRSUs represented 6,250 RSUs for the period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the first Stock Option 2007 calendar year. The foregoing RSUs shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted vest in three equal annual installments commencing on the first anniversary of the Effective date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (the “Anniversary Option”), subject to b) Contemporaneously with the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In additionStart Date, PubCo shall grant to the Executive was granted a restricted nonqualified stock unit award covering 139,175 option to purchase a number of shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCoCompany’s common stock issuable under equal to a Black Scholes value for the Planoption of $1,156,000, subject to which represented $231,000 for the Executive’s continued employment period October 4, 2006 through December 31, 2006 and $925,000 for the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award 2007 calendar year. The foregoing option shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares in three equal annual installments commencing on the first anniversary of the Effective date of grant and shall be subject in all respects to the terms of the Stock Option Agreement by and between the Company and the Executive dated as of the Start Date and in substantially the form provided to the Executive and the Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. In the event of a Change in Control at a time when the Executive is employed by the Company (including all Subsidiaries), the Option shall become fully vested and exercisable and shall remain exercisable until 5:00 pm, Eastern time, on the fifth anniversary of the Start Date, and (y) as without regard to whether the remaining 75% Executive’s employment with the Company or any of the underlying shares, its Subsidiaries continues after such Change in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)Control. (Cc) Subject On March 24, 2008, the Executive was granted RSUs representing a number of shares of the Company’s common stock equal to $925,000 and on January 2, 2008, the Executive was granted an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee and in accordance with the requirements of section 162(m) of the Code relating to the Executive“performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s continued service with 2007 Omnibus Equity Compensation Plan (the Company through the applicable vesting date, the Anniversary Option “2007 Equity Compensation Plan”). The foregoing nonqualified stock option grant shall vest and become exercisable (x) with respect to 25% of exercisable, as applicable, in equal annual installments over the underlying shares three-year period commencing on the first anniversary of the date of grant date, and (y) as shall be subject in all respects to the remaining 75% terms of the underlying shares, in substantially equal installments on each of agreement pursuant to which it is granted (which agreement shall reflect the 36 monthly anniversaries thereafterprovisions hereof) and the 2007 Equity Compensation Plan. (Dd) The terms and conditions of For calendar years during the Stock Options and Employment Period following the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo2008 calendar year, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects by to the terms of and conditions of the Plan and the applicable Award AgreementCompany’s Net Share Retention Program.

Equity Awards. Effective as of the Effective Date, Executive shall be granted restricted stock units and performance stock units (Acollectively, the “Inducement RSUs”) PubCo as provided below: (i) Executive shall grant be granted 4,100,000 restricted stock units (the “RSUs”) with respect to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo Company’s common stock, $0.10 par value (“Common Stock”) pursuant to an award agreement between Executive and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject Company that is substantially identical to the Executiveform of restricted stock unit agreement under the Company’s continued employment with the Company through the applicable grant date. Each 2016 Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Compensation Plan (the “2016 Plan”) on ); provided that the applicable grant date and shall have RSUs may be structured as an outside expiration date of ten years from the grant date. In addition, PubCo shall grant “inducement” award not granted pursuant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the 2016 Plan, but otherwise subject to the same terms and conditions thereof. The RSUs shall vest as follows: 30% of the RSUs shall vest on December 31, 2019; 30% of the RSUs shall vest on December 31, 2020; and 40% of the RSUs shall vest on December 31, 2021, subject in each case to Executive’s continued employment through the grant applicable vesting date except as otherwise specifically provided herein and therein. Any vested RSUs shall be settled through the issuance of Common Stock promptly following the applicable vesting date. (Bii) Subject Executive shall be granted 500,000 performance stock units (the “PSUs”) with respect to Common Stock pursuant to an award agreement between Executive and the Company. The PSUs may be structured as an “inducement” award not granted pursuant to the 2016 Plan, but otherwise subject to the same terms and conditions thereof. The PSUs shall vest as follows: 33.33% of the PSUs shall vest on each of December 31, 2019, 2020 and 2021, provided that the performance metrics as set forth on Annex 1 are met for such fiscal year and subject in each case to Executive’s continued service with the Company employment through the applicable vesting date, each of the Initial Option date except as otherwise specifically provided herein and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereaftertherein. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date Any vested PSUs shall be forfeited and canceled without consideration therefor). (C) Subject to settled through the Executive’s continued service with the Company through issuance of Common Stock promptly following the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (Aa) PubCo No later than twenty (20) business days after the Commencement Date, the Company shall grant Employee (i) a stock option under its 2012 Equity Incentive Plan (the “2012 Plan”) to purchase 25,000 shares of the Company’s common stock at a per share exercise price equal to the Executive two nonqualified options to purchase an aggregate closing price of 916,686 the common stock on the date of grant (the “Time-Based Option”), and (ii) a restricted stock award for 16,500 shares of PubCo the Company’s common stock (each, a the “Stock OptionRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. Each Stock The Time-Based Option shall cover an equal number vest as follows: (i) one-quarter of shares of PubCo common stock, and the first Stock Time-Based Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted will vest on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest Commencement Date; and (as applicableii) become exercisable the remaining balance will vest in equal monthly installments in arrears over the three (x3) with respect to 25% of the underlying shares year period commencing on the first anniversary of the Effective Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (y10) as years, subject to the remaining 75% terms of this Agreement and the 2012 Plan. The shares underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award Restricted Stock shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable as follows: (x) with respect to 25% one-quarter of the shares underlying shares the Restricted Stock will vest on the first anniversary of the grant date, Commencement Date; and (y) as to the remaining 75% balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the underlying shares, in substantially equal installments Commencement Date and ending on each the fourth anniversary of the 36 monthly anniversaries thereafterCommencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. (Dc) The terms and conditions At the sole discretion of the Stock Options and Board or the RSU Award will Company’s Compensation Committee, additional stock options or other equity-based awards may be set forth in separate award agreements in forms prescribed by PubCo, granted to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementfrom time to time.

Equity Awards. (Aa) PubCo On the Commencement Date, the Company shall grant Employee (i) a stock option under its 2012 Equity Incentive Plan (the “2012 Plan”) to purchase 12,000 shares of the Company’s common stock at a per share exercise price equal to the Executive two nonqualified options to purchase an aggregate closing price of 916,686 the common stock on the date of grant (the “Time-Based Option”), and (ii) a restricted stock award for 6,000 shares of PubCo the Company’s common stock (each, a the “Stock OptionRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. Each Stock The Time-Based Option shall cover an equal number vest as follows: (i) one-quarter of shares of PubCo common stock, and the first Stock Time-Based Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted will vest on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest Commencement Date; and (as applicableii) become exercisable the remaining balance will vest in equal monthly installments in arrears over the three (x3) with respect to 25% of the underlying shares year period commencing on the first anniversary of the Effective Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (y10) as years, subject to the remaining 75% terms of this Agreement and the 2012 Plan. The shares underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award Restricted Stock shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable as follows: (x) with respect to 25% one-quarter of the shares underlying shares the Restricted Stock will vest on the first anniversary of the grant date, Commencement Date; and (y) as to the remaining 75% balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the underlying shares, in substantially equal installments Commencement Date and ending on each the fourth anniversary of the 36 monthly anniversaries thereafterCommencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. (Dc) The terms and conditions At the sole discretion of the Stock Options and Board or the RSU Award will Company’s Compensation Committee, additional stock options or other equity-based awards may be set forth in separate award agreements in forms prescribed by PubCo, granted to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementfrom time to time.

Equity Awards. (Ai) PubCo During the Term, Executive shall grant be eligible to the Executive two nonqualified options to purchase receive an aggregate of 916,686 shares of PubCo common stock annual equity compensation award (eacheach such award, a an “Stock OptionAnnual Equity Award”). Each Stock Option Annual Equity Award shall cover be subject to the terms of the Shake Shack Inc. 2015 Incentive Award Plan, as amended and as it may be further amended, or its successor plan (the “Incentive Award Plan”) and shall be set forth in one or more written award agreements between the Company and Executive. Executive agrees and acknowledges that the future grant of equity awards, if any, and the terms and conditions of such equity awards, shall be subject to the sole discretion of the Board (or the Compensation Committee). (ii) Notwithstanding anything in Section 3(c)(i) to the contrary, with respect to Fiscal Year 2024, on the Effective Date, Executive shall be granted an equal Annual Equity Award comprised of restricted stock units for such number of shares of PubCo the Company’s Class A common stockstock as may be determined based on an aggregate grant date fair value of Two Million United States Dollars ($2,000,000.00), and as calculated using the first Stock Option shall be granted thirty (30)-day trailing average closing stock price (as determined based on the Effective Date (the “Initial Option”Date) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the ExecutiveCompany’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo Class A common stock (the “RSU 2024 Restricted Stock Unit Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with Provided that Executive remains employed by the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Datedates, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except except as otherwise specifically provided for in this Agreement, the 2024 Restricted Stock Options and the RSU Unit Award shall vest in four equal installments, beginning on the first (1st) anniversary of the award date and continuing on each of the following three (3)-year anniversaries of the award date. (iii) Notwithstanding anything in Section 3(c)(i) to the contrary, with respect to Fiscal Year 2024, on the Effective Date, Executive shall be governed granted an Annual Equity Award comprised of performance stock units payable in all respects restricted stock units representing the right to receive shares of the Company’s Class A common stock as may be determined based on an aggregate grant date fair value of Three Million United States Dollars ($3,000,000.00), as calculated using the thirty (30)-day trailing average closing stock price (as determined based on the Effective Date) of the Company’s Class A common stock (the “2024 Performance Stock Unit Award”). Provided the performance criteria have been met and Executive remains employed by the terms of Company through the vesting date, and conditions except as otherwise provided for in this Agreement, the 2024 Performance Stock Unit Award shall vest in full on the fourth (4th) anniversary of the Plan award date. The performance criteria for the 2024 Performance Stock Unit Award have been established by the Compensation Committee and will be communicated to Executive no later than the applicable Award AgreementEffective Date.

Equity Awards. (Aa) PubCo shall grant to On the Effective Date, the Executive two nonqualified options will be granted an option (the “Option”) to purchase an aggregate of 916,686 3,500,000 shares of PubCo common stock the Company’s Common Stock, par value $1.00 per share (each, a “Stock OptionCompany Stock”). Each Stock The Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall shall: (i) be granted on the Effective Date a nonqualified stock option; (the “Initial Option”ii) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value closing price of the Company Stock as reported on the New York Stock Exchange (“NYSE “) on the date of grant; (iii) have a term of ten (10) years following the date of grant; (iv) vest and become exercisable as defined to one-fourth of the shares of the Company Stock subject to the option on each of the first four (4) anniversaries from the date of grant; (v) be subject to the acceleration exercise and termination provisions set forth in PubCoSection 3.3(c) and Article 5 hereof; and (vi) otherwise be evidenced by and subject to the terms of the Company’s 2019 Incentive Award stock option and equity plans. (b) At the first regular meeting of the Compensation Committee of the Board of Directors following the Effective Date and subject to the approval of the Compensation Committee, Executive will be recommended for participation in the Company’s Executive Equity Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU AwardEEP”). The RSU Award shall On a going forward basis, the award will be granted based upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through annual Base Salary and the grant datestock closing price on the date of grant. For the current fiscal year (FY 2009) only, Executive’s participation in the EEP will be on a prorated basis. (Bc) Subject Upon the occurrence of a Change in Control of the Company and prior to the termination of Executive’s continued service employment with the Company through Company, the applicable vesting date, each of the Initial Option Options awarded pursuant to subsection (a) above and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as any stock options awarded pursuant to the remaining 75% of the underlying shares, EEP in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award subsection (b) above then held by Executive shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall immediately vest and become exercisable (x) with respect to 25% in full. For purposes of this Agreement “Change in Control” shall have the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be meaning set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.attached Appendix A.

Equity Awards. (Ai) PubCo shall The Company will grant to the Executive two nonqualified options to purchase an aggregate a special equity award for 2021 consisting of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date 10,000 time-vesting RSUs (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU 2021 Special Equity Award”). The RSU 2021 Special Equity Award shall vest as follows: 3,334 RSUs on October 14, 2022, 3,333 RSUs on October 14, 2023, and 3,333 RSUs on October 14, 2024. The 2021 Special Equity Award will be granted upon effectiveness pursuant to the Incentive Compensation Plan. The 2021 Special Equity Award will be evidenced by the execution of the Form S-8 with respect to PubCoCompany’s common stock issuable standard form of award agreement under the Incentive Compensation Plan. The grant of the 2021 Special Equity Award will be made within ten (10) days after the Effective Date if the Company is not in a blackout period on the Effective Date. If the Company is in a blackout period on the Effective Date, them the 2021 Special Equity Award will be made within three (3) trading days after the Company’s next trading window opens. (ii) Executive shall be eligible to receive an annual grant of stock options, restricted stock units or other equity awards with a grant date fair value equal to approximately 125% of Executive's base salary, as measured in accordance with the Company's standard practices of measuring equity value, and in accordance with the applicable plans and programs of the Company for executives of the Company and subject to the Company's right to at any time amend or terminate any such plan or program, so long as any such change does not adversely affect any accrued or vested interest of Executive under any such plan or program. All equity awards granted pursuant to this Agreement shall be subject to the terms of the Company’s standard form of award agreement under this Incentive Compensation Plan, modified to provide that, if Executive remains employed by the Company through the date when she becomes 65 years of age and retires at any time thereafter, any unvested equity held by Executive as of that retirement date shall vest ten days after such retirement, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the achievement of any applicable vesting dateperformance criteria; provided that, each settlement of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date awards shall be forfeited and canceled without consideration thereforin accordance with Section 4(f). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (A) PubCo shall grant All equity awards granted to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock under Hasbro’s 2003 Stock Incentive Performance Plan, or any successor equity plan (each, a the “Stock OptionPlan”). Each Stock Option shall cover an equal number of shares of PubCo common stock, ) prior to the Effective Date and the first Stock Option shall be granted outstanding on the Effective Date (shall remain outstanding and continue to vest in accordance with the “Initial Option”) and the second Stock Option shall be granted on the first anniversary terms of the Stock Plan and applicable award agreements as in effect immediately prior to the Effective Date (the “Anniversary Option”)Date, subject to the Executive’s continued employment with the Company through the applicable grant date. Each vesting date and any other vesting and forfeiture provisions of the Stock Option shall have an exercise price per share equal Plan and applicable award agreements, including those relating to “retirement”. (i) Outstanding equity awards granted to the Fair Market Value Executive will continue to vest, in accordance with their terms, through the earlier of the Retirement Date or the Date of Termination (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”Section 6(d)). The RSU Award Retirement Date or, if earlier, the Date of Termination, under this Agreement shall be granted upon effectiveness considered the date of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued retirement from employment through with the grant dateCompany for purposes of the treatment of any outstanding awards upon retirement, including “Early Retirement” as defined in the award agreements. Equity awards that are restricted stock units subject only to service-based vesting criteria that vest in accordance with this Section 3(c) shall be settled at the time that such awards are normally settled for Hasbro’s senior executives, which, for the avoidance of doubt, under the terms of the award agreements is on or prior to March 15 of the year in which the applicable “Annual Vesting Date” occurs (as defined in the applicable award agreement). For the avoidance of doubt, such equity awards shall remain subject to Hasbro’s Clawback Policy. (Bii) Subject to the Executive’s continued service employment with the Company through the applicable vesting grant date, each in fiscal years 2022 and 2023, Executive shall be entitled to receive annual grants of equity awards at the Initial Option same time and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of same terms as the Effective DateCompany’s annual equity grant to officers and other eligible employees. At such time in fiscal year 2022, and (y) 2023 as the Company makes its annual grant of equity awards to officers and eligible employees pursuant to the remaining 75% of Company’s long-term incentive program, provided the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share Executive is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service still employed with the Company through at the applicable vesting datetime of such grant, the Anniversary Option Executive will receive equity awards. In fiscal year 2022, Executive shall vest and become exercisable (x) be entitled to an aggregate award at least equal in grant date value to the grant date value of Executive’s award for fiscal year 2021, which for an avoidance of doubt, had a grant date value of $2,000,000. In fiscal year 2023, Executive will receive an equity award with respect an aggregate target grant date award level equal to 25250% of his annualized Base Salary of $775,000. For purposes of computing the underlying shares on target grant date award level and the first anniversary amount and form of equity awards to be granted, such equity awards will be valued consistently with the awards being made to other officers of the grant dateCompany, and (y) as if the Executive were going to remain employed with the Company for the full vesting or performance period of such equity grants, subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options Plan and applicable award agreements. The forms of the RSU Award equity awards made to the Executive will be set forth in separate determined by the Company’s Compensation Committee of its Board and will have a mix of award agreements in forms prescribed by PubCotypes and vesting terms consistent with those granted to other senior executives of the Company (excluding the Company’s CEO). Following the annual 2023 long- term equity incentive grant, to be entered into by PubCo and the Executive (shall not be eligible for further grants of additional equity awards during the “Award Agreements”)Term. Except as otherwise specifically provided in this AgreementIn furtherance of the foregoing, the Stock Options and the RSU Award shall Executive will not be governed granted any equity awards in all respects by the terms of and conditions of the Plan and the applicable Award Agreementfiscal 2024.

Equity Awards. (Aa) PubCo On the Commencement Date, the Company shall grant Executive (i) a stock option under its 2012 Equity Incentive Plan (the “2012 Plan”) to purchase 35,300 shares of the Company’s common stock at a per share exercise price equal to the Executive two nonqualified options to purchase an aggregate closing price of 916,686 the common stock on the date of grant (the “Time-Based Option”), and (ii) a restricted stock award for 23,200 shares of PubCo the Company’s common stock (each, a the “Stock OptionRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. Each Stock The Time-Based Option shall cover an equal number vest as follows: (i) one-quarter of shares of PubCo common stock, and the first Stock Time-Based Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted will vest on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest Commencement Date; and (as applicableii) become exercisable the remaining balance will vest in equal monthly installments in arrears over the three (x3) with respect to 25% of the underlying shares year period commencing on the first anniversary of the Effective Commencement Date and ending on the fourth anniversary of the Commencement Date, and (y) as all subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with employment by the Company through and the applicable vesting date2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (10) years, subject to the Anniversary Option terms of this Agreement and the 2012 Plan. The shares underlying the Restricted Stock shall vest and become exercisable as follows: (x) with respect to 25% one-quarter of the shares underlying shares the Restricted Stock will vest on the first anniversary of the grant date, Commencement Date; and (y) as to the remaining 75% balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the underlying shares, in substantially equal installments Commencement Date and ending on each the fourth anniversary of the 36 monthly anniversaries thereafterCommencement Date, all subject to Executive’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. (Dc) The terms and conditions At the sole discretion of the Stock Options and Board or the RSU Award will Company’s Compensation Committee, additional stock options or other equity-based awards may be set forth in separate award agreements in forms prescribed by PubCo, granted to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementfrom time to time.

Equity Awards. (A) PubCo shall grant to On the Executive Effective Date, you will be awarded the two nonqualified stock options described below, each to purchase an aggregate of 916,686 up to one million shares of PubCo Company common stock each (eachi.e., a “Stock Option”total of two million shares). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall The options will be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise exercisable at a price per share equal to the Fair Market Value closing price of the Company’s common stock on the grant date, as reported on the Nasdaq Global Market, and the options will be granted outside of the Company’s stockholder-approved equity compensation plans as an “inducement award,” but will be subject to the terms and conditions of the Company’s 2004 Equity Incentive Plan as if granted thereunder. (as defined in PubCo’s 2019 Incentive Award Plan i) The first option (the “PlanFirst Option”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 will vest with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% one-quarter of the underlying shares on the first anniversary of the grant date, date and (y) as then with respect to the remaining 75% shares monthly thereafter over the next three years so that it is fully vested on the fourth anniversary of the underlying sharesgrant date. The First Option will vest immediately if, in substantially equal installments on each following a Change of Control (defined below), you are removed as either the 36 monthly anniversaries thereafterChairman or Chief Executive Officer and such removal is other than for Cause (defined below). (Dii) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive second option (the “Award AgreementsSecond Option”) will vest only in the event that the Company’s average closing price of its common stock over a 90-day period, as reported on the Nasdaq Global Market, is equal to or greater than $4.50 per share (the “Stock Target”). Except as otherwise specifically provided in this AgreementOnce the Stock Target has been satisfied, the Second Option will vest immediately with respect to 500,000 shares and will then vest with respect to the remaining shares monthly thereafter over the next 12 months, provided that you continue to provide service to the Company during that time. If the Stock Options and the RSU Award shall be governed in all respects Target is not achieved by the terms of and conditions fourth anniversary of the Plan grant date, then the Second Option will be forfeited in its entirety. The Second Option will vest immediately if, following a Change of Control (defined below), you are removed as either the Chairman or Chief Executive Officer and such removal is other than for Cause (defined below). (iii) Both options will have a seven-year term and will be treated as non-qualified under the applicable Award AgreementInternal Revenue Code.

Equity Awards. (Aa) PubCo shall grant During the Employment Term, Executive will be eligible to participate in the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each▇▇▇▇▇▇ ▇▇▇▇, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date Inc. 2021 Omnibus Incentive Plan (the “Initial OptionIncentive Plan”) and the second Stock Option Company’s long-term equity incentive plan (the “LTIP”), as determined by the Board or the Compensation Committee, in its sole discretion. Except as otherwise specifically provided, nothing in this Agreement shall be construed to give Executive any rights to any amount or type of grant or award. Any equity awards shall be granted pursuant to, and subject to, the terms and conditions of the Incentive Plan, LTIP and an award agreement and authorized by the Board or the Compensation Committee. Without limiting the generality of the preceding, beginning with the 2022 annual grant cycle, Executive will be eligible to receive annual equity awards under the LTIP in such amounts generally consistent with the Company’s equity award guidelines as in effect from time to time and on such conditions as set forth in the applicable award agreement and the LTIP. For the 2022 annual grant cycle, Executive’s target annual equity award will have a grant date fair value equal to 75% of Executive’s Base Salary, and shall vest 25% on each of the first anniversary four anniversaries of the Effective Date (the “Anniversary Option”)grant date, subject to the Executive’s continued employment with the Company through the applicable grant vesting date. Each Stock Option shall have an exercise price per share equal to . (b) Without limiting the Fair Market Value (as defined generality of Section 3.3(a), in PubCo’s 2019 Incentive Award Plan (consideration of Executive entering into this Agreement, following the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness filing of the Form S-8 with respect registration statement for the Company’s Incentive Plan, Executive will be eligible to PubCoreceive a one-time equity incentive award (the “Founder’s common Grant”). Executive’s Founder’s Grant consists of 67,000 restricted stock issuable under the Planunits that will vest based on time and performance criteria, in each case, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each . The Founder’s Grant will time vest as to 100% on the 3rd anniversary of the Initial Option Effective Date. In addition, the Founder’s Grant will performance vest as to (i) 50% if and when the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% volume-weighted average price per share of the underlying shares Company’s common stock over 30 consecutive trading days (the “30-day VWAP”) at any time on or after the first 1st anniversary of the Effective Date but on or prior to the 3rd anniversary of the Effective Date, equals or exceeds $15 and (yii) as 50% if and when the 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to the remaining 75% 5th anniversary of the underlying sharesEffective Date, equals or exceeds $20, provided that, if the 30-day VWAP target in substantially equal installments on each the foregoing clause (i) is not achieved by the 3rd anniversary of the 36 monthly anniversaries thereafterEffective Date, such 30-day VWAP target will be increased by 10% and the applicable 50% tranche of the Founder’s Grant with respect to that 30-day VWAP target (as increased) will vest if and when such increased 30-day VWAP target is achieved at any time within the 12-month period following the 3rd anniversary of the Effective Date. In addition, Any portion of the RSU Award shall vest on Founder’s Grant that has achieved both the time and performance vesting requirements will be settled in an applicable vesting date only if equal number of shares of the Fair Market Value per share is greater than $10 (and any restricted Company’s common stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through within 60 days following the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% . Any performance-vested portion of the underlying shares on Founder’s Grant that has not time vested will remain outstanding and eligible to time vest in accordance with the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”)foregoing. Except as otherwise specifically provided in this AgreementSection 4.2, upon the Stock Options and the RSU Award shall be governed in all respects by the terms termination of and conditions Executive’s employment, any portion of the Founder’s Grant that has not both time and performance vested will be immediately forfeited. Notwithstanding any other provision of this Agreement or the Incentive Plan to the contrary, any portion of Founder’s Grant that has not both time and performance vested as of the applicable Award Agreement5th anniversary of the Effective Date will be forfeited.

Equity Awards. (Ai) PubCo shall grant On the Effective Date, Executive will be granted 230,000 shares of restricted Common Stock of the Company (the "Initial Grant"). The Initial Grant will be granted under and subject to the Executive two nonqualified options to purchase an aggregate terms, definitions and provisions of 916,686 shares of PubCo common stock the Company's Amended and Restated 2003 Incentive Compensation Plan (each, a “Stock Option”the "Plan"). Each Stock Option shall cover an equal One-fourth (1/4th) of the total number of shares of PubCo common stock, and the first Common Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award Grant shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first one (1) year anniversary of the Effective Date, and an additional one forty-eighth (yl/48th) as of the total number of shares of Common Stock subject to the remaining 75% Initial Grant shall vest and become exercisable on the same day as the Effective Date of each calendar month thereafter, provided that the Continuous Service (as such term is defined in the Plan) of the underlying shares, Executive continues through and on such date. Except as provided in substantially equal installments on each of the 36 monthly anniversaries thereafter. In additionthis Agreement, the RSU Award shall vest on an applicable vesting date only if Initial Grant will be subject to the Fair Market Value per share is greater than $10 (Company's standard terms and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)conditions under the Plan. (Cii) Subject On the Effective Date, the Company will also issue to Executive an option to purchase 70,000 shares of Common Stock at a per share exercise price equal to $10.00 per share (the "$10.00 Option"). The $10.00 Option will be granted under and subject to the Executive’s continued service with terms, definitions and provisions of the Company through Plan. One-fourth (1/4th) of the applicable vesting date, total number of shares of Common Stock subject to the Anniversary $10.00 Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first one (1) year anniversary of the grant dateEffective Date, and an additional one forty-eighth (y1/48th) as of the total number of shares of Common Stock subject to the remaining 75% $10.00 Option shall vest and become exercisable on the same day as the Effective Date of each calendar month thereafter, provided that the Continuous Service (as such term is defined in the Plan) of the underlying shares, in substantially equal installments Executive continues through and on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”)such date. Except as otherwise specifically provided in this Agreement, the Stock Options and $10.00 Option will be subject to the RSU Award shall be governed in all respects by the Company's standard terms of and conditions for options granted under the Plan. (iii) In the event that the Company consummates a Change of Control transaction, 50% (subject to the Plan following sentence) of Executive's then outstanding unvested equity awards will vest. Notwithstanding the previous sentence to the contrary, if the Acquisition Bonus pursuant to paragraph 3(e) shall become due and the applicable Award Agreementpayable, then no acceleration of vesting shall occur pursuant to this paragraph 3(f)(iii).

Equity Awards. (Ai) PubCo Subject to the approval of the Board (and/or a subcommittee thereof), and the Executive’s continued employment the applicable grant date, Holdings shall grant to the Executive two nonqualified options to purchase an equity award having an aggregate value of 916,686 shares $7,000,000, 50% of PubCo common which shall be granted in the form of a restricted stock unit award (each, a the “Stock OptionRSU Award”). Each Stock , and the remaining 50% of which shall be granted in the form of a stock option (the “Option shall cover an equal Award” and, together with the RSU Award, the “Equity Awards”), pursuant to the Holdings 2020 Incentive Award Plan (as may be amended from time to time, the “Plan”). (ii) The number of shares of PubCo Holdings’ Class A common stock, and stock subject to the first Stock Option RSU Award shall be granted on determined by dividing $3,500,000 by the Effective Date (average closing share price over the “Initial Option”) and last 20 trading days preceding the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject applicable grant date. Subject to the Executive’s continued employment with the Company Corporation through the applicable grant vesting date. Each Stock , the RSU Award shall vest as to 25% of the shares subject to the RSU Award on the 15th day of the calendar month in which the first anniversary of the Effective Date occurs (or, if the first anniversary of the Effective Date occurs after the 15th of the month, on the 15th of the calendar month following the month in which the first anniversary of the Effective Date occurs), and as to one-sixteenth (1/16th) of the shares subject to the RSU Award on each quarterly anniversary thereafter. (iii) The Option Award shall be a nonqualified stock option, shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) closing price of Holdings’ Class A common stock on the applicable grant date date, and shall have an outside expiration date a maximum term of ten years from the applicable grant date. In addition, PubCo shall grant The number of shares of Holdings’ Class A common stock subject to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Option Award shall be granted upon effectiveness determined by dividing $3,500,000 by the per share Black-Scholes valuation as of the Form S-8 with respect to PubCo’s common stock issuable under applicable grant date, utilizing materially the Plan, subject same assumptions that Holdings uses in the preparation of its financial statements. Subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company Corporation through the applicable vesting date, the Anniversary Option Award shall vest and become exercisable (x) with respect as to 25% of the underlying shares subject to the Option Award on the 15th day of the calendar month in which the first anniversary of the grant dateEffective Date occurs (or, if the first anniversary of the Effective Date occurs after the 15th of the month, on the 15th of the calendar month following the month in which the first anniversary of the Effective Date occurs), and (y) as to the remaining 75% one-sixteenth (1/16th) of the underlying shares, in substantially equal installments shares subject to the Option Award on each of the 36 monthly anniversaries quarterly anniversary thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (A) PubCo shall Appendix A sets forth the equity awards Executive holds from the Company, the type of award, the grant to date, the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stocksubject to the award, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary current number of shares vested as of the Effective Date (Separation Date. In accordance with the “Anniversary Option”), subject to the terms of Executive’s continued employment with Class B Profit Units Award Agreements, the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCoCompany’s 2019 2022 Incentive Award Equity Plan (the “Plan”) and Executive’s option award agreement(s), all Class B ordinary shares and all stock options covering Class A ordinary shares awarded to Executive, including 503,843 Class B-1 Profits Units issued pursuant to a Class B Profit Units Award Agreement dated January 17, 2022, the options covering 929,507 Class A ordinary shares pursuant to the Stock Option Award Agreement granted October 20, 2022 and the options covering 585,000 Class A ordinary shares pursuant to the Stock Option Award Agreement granted January 16, 2023 (collectively, the “Outstanding Equity Awards”), that remain unvested as of the Separation Date will cease to vest and will be forfeited on the applicable grant date and shall Separation Date. Executive will have an outside expiration date of ten years from time to exercise vested options following the grant date. In addition, PubCo shall grant Separation Date to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable extent permitted under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award option award agreement, provided, however, that if Executive enters into this Agreement, Executive will have ninety (90) days to exercise any vested options following the Effective Date. Executive is eligible to convert up to 783,969 vested Class B ordinary shares to Class A ordinary shares pursuant to and in conformity with the Company’s Profits Interest Exchange Process (a copy of which has been provided to Executive) by notice to the manager of ProKidney Management Equity, LLC. The remaining 406,087 vested Class B ordinary shares will remain subject to lockup pursuant to the terms of the Lockup Agreement to which Executive is a party until the earlier of (i) July 11, 2026 and (ii) the date that the Company shall have received a notice of any pending regulatory market authorization.

Equity Awards. (A) PubCo shall grant to the As of April 15, 2016, Executive two nonqualified holds vested options to purchase an aggregate of 916,686 143,094 shares of PubCo Company common stock and unvested options to purchase 161,553 shares of Company common stock pursuant to the Company’s equity incentive plans and the option agreements evidencing such grants (eachcollectively, a the “Stock OptionEquity Awards”). Each Stock Option During the Consulting Period, Executive’s Equity Awards shall cover an equal continue to vest and become exercisable in accordance with their original vesting schedules. Upon the Consulting Period End Date, Executive’s Equity Awards shall cease vesting; provided, however, if and only if the Consulting Period End Date is prior to the six (6)-month anniversary of the Termination Date, then the vesting of that number of shares of PubCo common stock, and that would have vested had Executive continued providing services from the first Stock Option shall be granted on the Effective applicable Consulting Period End Date through such six (the “Initial Option”) and the second Stock Option shall be granted on the first 6)-month anniversary of the Effective Termination Date (the “Anniversary Option”), subject shall accelerate in full effective as of immediately prior to the Consulting Period End Date. In addition, Executive acknowledges and agrees that each Equity Award agreement evidencing his Equity Awards will be amended to the extent necessary to provide that Executive’s continued employment with the Company Equity Awards (whether vested or unvested) shall remain outstanding through the applicable grant date. Each Stock Option shall have an exercise price per share equal earliest to occur of (i) the Fair Market Value consummation of a Change of Control (as defined in PubCothe Employment Agreement), (ii) March 8, 2017 and (iii) the original expiration date of the Equity Award (such period, the “Option Period”). For the avoidance of doubt, Executive’s 2019 Incentive Award Plan unvested Equity Awards shall not continue to vest after the Consulting Period End Date through the end of the Option Period (except for the acceleration provided in the next sentence, if applicable), and all outstanding shares subject to the Equity Awards (whether vested or unvested) shall automatically terminate upon the end of the Option Period. Notwithstanding the foregoing, in the event of a Change of Control (as defined in the Employment Agreement) while Executive’s Equity Awards are still outstanding pursuant to SV\1750642.3 the Option Period, the vesting and exercisability of the Equity Awards shall automatically accelerate as to one hundred percent (100%) of the then-unvested shares subject thereto. If Executive desires to exercise any vested Equity Awards, Executive must follow the procedures set forth in Executive’s option agreements, including payment of the exercise price and any withholding obligations. If by the end of the Option Period, the Company has not received a duly executed notice of exercise and remuneration in accordance with Executive’s option agreements, Executive’s vested Equity Awards shall automatically terminate for no consideration and be of no further effect. Executive acknowledges that upon his signature to this Agreement, each unexercised “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, (the “PlanCode”) on shall be deemed modified for the applicable grant date and shall have an outside expiration date purposes of ten years from Section 424 of the grant date. In additionCode and, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (extent the “RSU Award”). The RSU Award shall be granted upon effectiveness exercise price thereof is lower than the fair market value of the Form S-8 with respect to PubCoCompany’s common stock issuable under as of the Plandate Executive signs this Agreement, subject such option shall no longer qualify as an incentive stock option and Executive will lose the potentially favorable tax treatment associated with such option. For all options that are incentive stock options within the meaning of the Code but have not been disqualified pursuant to the Executive’s continued employment through preceding sentence, Executive acknowledges that each unexercised incentive stock option that remains unexercised following the grant date. three (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first 3)-month anniversary of the Effective Date, and (y) Termination Date shall no longer qualify as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted incentive stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)option. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (Ai) PubCo shall grant All equity awards previously granted to Executive by the Executive two nonqualified options Company under the Hanesbrands Inc. Omnibus Incentive Plan, as amended from time to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date time (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Equity Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (that are outstanding as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, including both performance stock awards and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would (“Outstanding Equity Awards”), shall continue to vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject during the Term, while Executive is providing services as CEO, in accordance with the terms set forth in the applicable award agreement. All Outstanding Equity Awards will remain subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Equity Plan and the applicable Award Agreementaward agreements, with any performance stock awards determined in the same manner and with the same adjustments as performance stock awards are determined for other Company executives under the Equity Plan. (ii) The Outstanding Equity Awards granted to Executive on each of December 12, 2017 and December 11, 2018 shall continue to vest following the end of the Term consistent with the treatment to be provided on Executive’s retirement in accordance with Section 7 of the applicable award agreement. The Outstanding Equity Awards granted to Executive on each of December 12, 2017 and December 11, 2018 will remain subject to the terms and conditions provided in those award agreements for vesting following retirement. (iii) If Executive remains employed until January 2, 2021, all Outstanding Equity Awards granted to Executive on January 28, 2020 shall continue to vest as scheduled on each vesting date following the end of the Term consistent with the treatment provided on Executive’s retirement in accordance with Section 7 of the applicable award agreement. The Outstanding Equity Awards that continue to vest following the end of the Term in accordance with this Section 3(c)(iii) will remain subject to the terms and conditions provided in the applicable award agreements for vesting following retirement. If Executive’s employment terminates prior to January 2, 2021, whether Outstanding Equity Awards granted to Executive on January 28, 2020 continue to vest as scheduled on each vesting date following the end of the Term will be determined in accordance with Section 4 below.

Equity Awards. Subject to Section 7 and 11.1 of this Agreement, the Committee shall take such action as may be necessary to effect the following (A) PubCo shall grant contingent upon the occurrence of the Release Effective Date): 2.5.1. For purposes of the stock options granted to Executive by Parent on January 19, 2017, January 17, 2018 and January 17, 2019 (collectively, the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock OptionRelevant Options”), the occurrence of the Final Effective Date shall be deemed to constitute an “Eligible Termination” within the meaning of the terms applicable to such awards (the “Relevant Option Terms”), provided that the Final Effective Date occurs prior to a Change in Control. Each Stock Option shall cover an equal number As such, any Relevant Options that remain outstanding as of shares the Final Effective Date will mature on the Maturity Date specified in the applicable Notice of PubCo common stockGrant, and the first Stock Option shall be granted on the Effective Expiration Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”Relevant Option Terms) on the applicable grant date and shall have an outside expiration date of ten for any matured option will be five years from the grant date. In additionFinal Effective Date, PubCo shall grant to but in no event later than the Executive a restricted stock unit award covering 139,175 shares ten-year anniversary of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. 2.5.2. Any time-vesting restricted stock units (B“RSUs”) Subject granted to Executive by Parent on January 19, 2017, January 17, 2018 and January 17, 2019 (collectively, the Executive’s continued service with the Company through the applicable vesting date, each “Relevant RSUs”) that ordinarily would have vested within 12 months of the Initial Option and the RSU Award shall Final Effective Date will vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of 60th day following the Final Effective Date, and (y) as provided that the Final Effective Date occurs prior to the remaining 75% any Change in Control. 2.5.3. For purposes of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any performance-based restricted stock units that otherwise would vest (“PSU”) granted to Executive by Parent on such vesting date January 17, 2018 and January 17, 2019 (collectively, the “Relevant PSUs,” and together with the Relevant Options and Relevant RSUs, the “Relevant Grants”), the occurrence of the Final Effective Date shall be forfeited and canceled without consideration therefor). (C) Subject deemed to constitute an “Eligible Termination” within the Executive’s continued service with the Company through meaning of the applicable vesting dateterms (the “Relevant PSU Terms”), provided that the Final Effective Date occurs prior to any Change in Control. As such, the Anniversary Option shall Relevant PSUs will vest and become exercisable (x) with respect to 25% as provided in Section 2 of the underlying shares on the first anniversary Relevant PSU Terms (subject to all of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions thereof, including without limitation the Committee’s discretion in Section 2(b)(iii) of the Stock Options and Relevant PSU Terms), as though the RSU Award Final Effective Date had not occurred before the Maturity Date (as defined in the Relevant PSU Terms). For the avoidance of doubt, the PSUs granted to Executive on January 19, 2017, will be set forth in separate award agreements in forms prescribed by PubCo, continue to be entered into governed by PubCo and the Executive (existing award terms. 2.5.4. Aside from the “Award Agreements”). Except as otherwise specifically provided in modifications expressly authorized by this AgreementSection 2.5, the Stock Options and the RSU Award shall Relevant Grants will continue be governed in all respects by the terms existing award terms, all of which remain in full force and conditions of the Plan and the applicable Award Agreementeffect.

Equity Awards. Subject to approval by the Board, the Company shall grant equity awards to the Executive under the Company’s 2020 Incentive Award Plan (as amended from time to time, the “Equity Plan”) and pursuant to the terms and conditions of one or more award agreements thereunder, as follows: (A) PubCo shall grant to On the Effective Date, the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on Options (as defined in the Effective Date Equity Plan) to purchase 273,767 shares of Common Stock (as defined in the “Initial Option”Equity Plan) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise at a price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan the Equity Plan) of a share of Common Stock on the date of grant (the “PlanTime Vesting Options”) and Options to purchase 182,511 shares of Common Stock at a price per share equal to the Fair Market Value of a share of Common Stock on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU AwardPerformance Vesting Options”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (As soon as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of reasonably practicable following the Effective Date, and (y) as to the remaining 75% of the underlying sharesin any event no later than March 15, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition2023, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date Executive shall be forfeited granted Restricted Stock Units (as defined in the Equity Plan) covering 134,840 shares of Common Stock (the “Time Vesting RSUs”) and canceled without consideration thereforRestricted Stock Units covering 89,894 shares of Common Stock (the “Performance Vesting RSUs”). (C) Subject to the Executive’s continued service with the Company employment through the applicable each vesting date, (x) the Anniversary Option Time Vesting Options and Time Vesting RSUs shall vest with respect to one-third of the shares covered thereby upon the day following the expiration of the Interim Period (provided that, if the Executive is willing to assume the role of non-interim President and CEO but the Company determines that he should not assume that role, such one-third Time Vesting Options and Time Vesting RSUs shall become exercisable vested notwithstanding the Executive’s termination of employment on or prior to the vesting date); (xy) the remaining two-thirds of the shares covered by the Time Vesting Options shall vest (1) with respect to 25% of the underlying shares covered thereby on the first anniversary of the grant dateEffective Date, and (y2) as with respect to the remaining 75% of the underlying sharesshares covered thereby in twelve equal quarterly installments, beginning on the first quarterly anniversary following the first anniversary of the Effective Date; and (z) the remaining two-thirds of the shares covered by the Time Vesting RSUs shall vest in substantially four equal annual installments on each of the 36 monthly first four anniversaries thereafter. (D) The terms and conditions of the Stock Effective Date, such that 100% of the Time Vesting Options and Time Vesting RSUs shall be vested as of the fourth anniversary of the Effective Date. Subject to the Executive’s continued employment through each vesting date, the Performance Vesting Options and the RSU Award will be set forth Performance Vesting RSUs shall each vest in separate award agreements four equal installments upon the Company’s achievement of, respectively, a share price of $12.50, $17.00, $25.00 and $37.00, in forms prescribed by PubCoeach case, determined based on twenty consecutive days trading at or above the applicable threshold. In the event that the Company does not have adequate outstanding shares reserved under the Equity Plan to be entered into by PubCo grant the Time Vesting RSUs and the Executive (the “Award Agreements”). Except as Performance Vesting RSUs prior to any applicable vesting date, any Restricted Stock Units that would have otherwise specifically provided in this Agreement, the Stock Options and the RSU Award vested on such vesting date shall be governed in all respects by vested on the terms grant date (which grant date, for the avoidance of and conditions of the Plan and the applicable Award Agreementdoubt, shall be no later than March 15, 2023).

Equity Awards. (Aa) PubCo Pursuant to the terms of the Equity Plan, the Board or the Compensation Committee shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 a stock option (the “Option”) covering 1,000,000 shares of PubCo common stock Common Stock (eachthe “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 Company’s determination that it is eligible to issues such shares of Common Stock to the Executive pursuant to the Company’s Form S-8 (the “Stock OptionS-8 Eligibility Date”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject Subject to the Executive’s continued employment with the Company through Company, the applicable grant date. Each Stock Option shall have an exercise price per share equal vest and become exercisable as to twenty-five percent (25%) of the Option Shares on each of January 1, 2011, 2012, 2013 and 2014. The Option shall be subject to such other terms and conditions specified by the Compensation Committee in accordance with the provisions of the Equity Plan and the form of award agreement to be approved by the Board (which award agreement shall be consistent with the Option terms set forth in this Agreement). (b) Pursuant to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (terms of the “Equity Plan”) on , the applicable grant date and shall have an outside expiration date of ten years from Board or the grant date. In addition, PubCo Compensation Committee shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU AwardRSA”)) covering 500,000 shares of Common Stock (the “RSA Shares”) as soon as reasonably practicable following the S-8 Eligibility Date. The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject Subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through Company, the applicable vesting date, each RSA shall vest as to twenty-five percent (25%) of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments RSA Shares on each of the 36 monthly anniversaries thereafterJanuary 1, 2011, 2012, 2013 and 2014. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date The RSA shall be forfeited subject to such other terms and canceled without consideration thereforconditions specified by the Compensation Committee in accordance with the provisions of the Equity Plan and the form of award agreement to be approved by the Board (which award agreement shall be consistent with the RSA terms set forth in this Agreement). (Cc) Subject The Executive shall be permitted to satisfy his tax withholding obligations that arise in connection with any equity awards issued pursuant to the Equity Plan with shares of unrestricted Common Stock, including shares of unrestricted Common Stock received upon exercise or that vest pursuant to the equity 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 continued service with outstanding equity awards issued pursuant thereto in a manner which keeps the Company through Executive in substantially the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) same position with respect to 25% such awards if no such assumption or substitution had occurred, the Executive shall (i) fully vest in all such outstanding equity awards as of the underlying day immediately preceding the consummation of such transaction and (ii) if applicable, have the right to exercise all of outstanding equity award, including shares on the first anniversary as to which such equity awards would not otherwise be vested or exercisable as of the grant date, day immediately preceding the consummation of such transaction. (e) The Executive acknowledges and (y) as agrees that vesting of his equity awards scheduled to the remaining 75% of the underlying shares, in substantially equal installments occur on each of the 36 monthly anniversaries thereafter. (D) The terms January 1, 2011, 2012, 2013 and conditions 2014 shall be in respect of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, services to be entered into performed by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreementfor fiscal years 2011, the Stock Options 2012, 2013, and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement2014, respectively.

Equity Awards. Subject to approval of the Board or the Committee, following your Start Date you will be granted the following equity awards (Asubject to your remaining employed on the date such awards are granted): a) PubCo shall grant to An option (the Executive two nonqualified options “Option Award”) to purchase an aggregate of 916,686 160,000 shares of PubCo the Company’s common stock (each, a the “Stock OptionCommon Stock”). Each Stock The Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall Award will have an exercise price per share equal to the Fair closing price of the Common Stock on The Nasdaq Global Select Market Value (as defined in PubCo’s 2019 Incentive on the last day of the first month of your employment. The shares underlying the Option Award Plan (the “PlanOption Shares”) will vest and become exercisable, subject to your continued employment on each applicable vesting date, as follows: 25% of the Option Shares will vest on the applicable grant first anniversary of the vesting start date associated with the Option Award and the remainder shall have an outside expiration vest thereafter in equal monthly installments each month following such date of ten years from for the grant date. In addition, PubCo shall grant subsequent thirty-six (36) months such that the options would be fully vested with respect to the Executive a Option Shares on the four-year anniversary of the vesting start date. b) An award of 80,000 restricted stock unit award covering 139,175 shares of PubCo common stock units (the “RSU Award”). The RSU Award shall will be granted upon effectiveness on the last day of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued first quarter of your employment through the grant date. and will vest in four (B4) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as subject to your continued employment such that the remaining 75% RSU Award would be fully vested on the four-year anniversary of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereaftergrant date. (Dc) The terms and conditions of the Stock Options Option Award and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, subject to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Beam Therapeutics Inc. 2019 Equity Incentive Plan (as it may be amended from time to time, or any successor to such plan, the “Plan”) as well as the agreement evidencing the applicable award. In the event of any conflict between the terms of this Agreement and the terms of the Plan or the applicable Award Agreementaward agreement, the Plan or award agreement will control.

Equity Awards. (Aa) PubCo shall In consideration of the Executive entering into this Agreement and as an inducement to join the Company, on the Effective Date, the Company will grant to the Executive two nonqualified options an award of restricted stock units pursuant to purchase the Regal Beloit Corporation 2018 Equity Incentive Plan (the “2018 Incentive Plan”) with an aggregate grant date fair value of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date approximately $1,750,000 (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The Initial RSU Award shall vest one-third on each of the first, second and third anniversaries of the Effective Date provided that the Executive remains continuously employed by the Company through such date (except as provided in Section 4). All other terms and conditions of the Initial RSU Award shall be granted upon effectiveness governed by the terms and conditions of the Form S-8 with respect 2018 Incentive Plan and an applicable award agreement that conforms to PubCo’s common stock issuable the applicable terms of this Agreement. (b) During the Employment Term, the Executive also shall be eligible to receive an annual grant of equity awards under the PlanCompany’s equity plan in effect at such time, subject to the Executive’s continued employment through approval by the grant date. (B) Subject to Compensation Committee. For each fiscal year starting with the 2019 fiscal year, the Executive’s continued service with annual grant of equity awards will have a grant date fair value of at least $3,250,000, and will not be pro-rated for the Company through 2019 fiscal year. Except as noted below, each such grant will consist of the applicable vesting datefollowing award types: 34% of the grant will be in the form of stock appreciation rights that vest, contingent on the Executive’s continuous service, 40% on the second anniversary of the Effective Date and 20% on each of the Initial Option third, fourth and fifth anniversaries of the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25Effective Date; 33% of the underlying shares grant will be in the form of restricted stock units that vest, contingent on the first Executive’s continuous service, on the third anniversary of the Effective Date, ; and (y) as to the remaining 7533% of the underlying shares, grant will be in substantially equal installments on each the form of performance share units that are earned based upon the achievement of the 36 monthly anniversaries thereafterreturn on invested capital and total shareholder return performance goals set forth in the award agreement over the three year performance period from January 1, 2019 to December 31, 2021. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per The performance share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited paid out between 50% and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25200% of the underlying shares on target grant for performance at or above the first anniversary of 25th and 75th percentiles, respectively (and determined by linear interpolation for performance between the 25th and 75th percentiles). The 2019 grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, made pursuant to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the 2018 Incentive Plan and the applicable Award Agreementaward agreements, and shall be subject to all terms and conditions contained therein. The 2019 grant will also be made on, or as soon as practicable after, the Effective Date. Notwithstanding the foregoing, the Compensation Committee of the Board reserves the right to amend the amount, weighting and performance metrics for equity awards made after 2019, including the right to grant other types of awards not described above.

Equity Awards. (A) PubCo The Company and Executive shall enter into a Stock Option Agreement pursuant to which the Company shall grant to the Executive two nonqualified certain options (“Options”) to purchase an aggregate common stock of 916,686 the Company upon such terms and conditions set forth below: (i) Options to purchase 3,000,000 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo the Company’s common stock. The Options shall vest as follows (x) 750,000 of such Options shall vest upon consummation of the Financing, and (y) the first Stock Option remaining 2,250,000 Options shall be granted on vest in the Effective Date (the “Initial Option”) and the second Stock Option following manner: 562,500 Options shall be granted vest on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from this Agreement; the grant date. In additionremaining 1,687,500 Options shall vest monthly in equal monthly amounts of 46,875 Options per month, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, for each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on 36 months following the first anniversary of the Effective Datedate of this Agreement. (ii) Each Option shall be exercisable for a period of four (4) years from the date of vesting of the Options, and (y) as at an exercise price equal to $0.50 per share, which is greater than the 30-day average closing price of the Company’s common stock prior to the remaining 75% date of this Agreement. To the extent that any stock options granted hereunder are not made pursuant to the any Stock Option Plan covered by a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), the Company agrees to file with the SEC, within a reasonable period following the grant of such options, a Form S-8 registration statement covering the shares of common stock issuable upon exercise of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafterstock options. In addition, the RSU Award Executive shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 be eligible to be granted Equity Awards under (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject therefore subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The all terms and conditions of) such plans or programs as the Company may from time to time adopt, and subject to all rules of regulation of the Stock Options Securities and Exchange Commission applicable thereto. The number and type of Equity Awards, and the RSU Award will terms and conditions thereof, shall be set forth determined by the Board or committee thereof, in separate award agreements in forms prescribed by PubCo, its discretion and pursuant to be entered into by PubCo and the Executive (the “Award Agreements”)plan or arrangement pursuant to which they are granted. Except as otherwise specifically provided Notwithstanding any other provision in this Agreement, in the Stock event of a Change in Control during the Term of Employment, all Options granted to Executive as shall immediately vest and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementexercisable.

Equity Awards. (A) PubCo shall grant Subject to the Executive two nonqualified options approval of the Committee, the Company will grant you an award of restricted stock units (“RSUs”) with a target value of $1,000,000. If the RSU award is approved by the Committee, on the grant date, the target value will be converted into a number of RSUs determined in accordance with the Company’s equity practices. Each RSU subject to purchase an aggregate the award will represent a right to receive one share of 916,686 shares our Class A Common Stock upon vesting. The RSU award will vest as follows: 25% of PubCo common stock the RSUs subject to the award shall vest on the first Company Vesting Date (eacheach of February 15, May 15, August 15, and November 15 is a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial OptionCompany Vesting Date”) and the second Stock Option shall be granted on occurring after the first anniversary of the Effective your Start Date (as defined below) and 1/16th of the “Anniversary Option”)RSUs subject to the award will vest every Company Vesting Date thereafter until the RSU award is fully vested, subject to the Executive’s your continued employment with the Company through each such Company Vesting Date. The RSU award will be subject to the terms and conditions of the Company’s equity incentive plan as then in effect and the applicable form of RSU agreement thereunder. Subject to the approval of the Committee, the Company will grant date. Each you an option to purchase shares of our Class A Common Stock Option shall have an exercise at a price per share equal to the Fair Market Value fair market value of a share of our Class A Common Stock on the date of grant (as defined in PubCo’s 2019 Incentive Award Plan (determined by the “Plan”) Committee), with such option having a target value of $1,000,000. If the option is approved by the Committee, on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive target value will be converted into a restricted stock unit award covering 139,175 number of shares of PubCo common stock (determined in accordance with the “RSU Award”)Company’s equity practices. The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall option will vest and (as applicable) become exercisable (x) with respect to follows: 25% of the underlying shares subject to the option shall vest on the first anniversary of your Start Date and 1/48th of the Effective Date, and (y) as shares subject to the remaining 75% of option award will vest each month thereafter until the underlying sharesoption award is fully vested, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject subject to the Executive’s your continued service employment with the Company through the applicable each such vesting date, the Anniversary Option . Your option grant shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options of the Company’s equity incentive plan as then in effect and the RSU Award applicable form of option agreement thereunder. In addition, you will be set forth eligible to receive other awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in separate award agreements effect from time to time. The Committee will determine in forms prescribed by PubCo, to its discretion whether you will be entered into by PubCo granted any such equity awards and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions any such award in accordance with the terms of the Plan and the any applicable Award Agreementplan or arrangement that may be in effect from time to time.

Equity Awards. (Ai) PubCo Promptly after the Start Date, Syniverse shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date option (the “Initial Option”) and to purchase 360,000 shares of common stock of Syniverse, par value $0.01 (“Common Stock”), under the second Stock Option shall 2011 Equity Plan of Syniverse Corporation, as it may be granted on the first anniversary of the Effective Date amended from time to time (the “Anniversary Option2011 Equity Plan”), subject and an award agreement thereunder. Subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable ratably over a 4 year period, with twenty five percent (x25%) with respect to 25% of the underlying shares Option vesting on the first each anniversary date of the grant date, and (y) as . The exercise price per share subject to the remaining 75% Option shall equal the fair market value of a share of Common Stock on the underlying shares, in substantially equal installments on each date of the 36 monthly anniversaries thereaftergrant. (Dii) The terms and conditions of Promptly after the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCoStart Date, to be entered into by PubCo and the Syniverse shall grant Executive 90,000 restricted stock units (the “Award AgreementsRSUs”) under the 2011 Equity Plan and an award agreement thereunder. Subject to Executive’s continued employment through the applicable vesting date, a percentage of the RSUs shall vest on the dates set forth below and shall thereupon be settled in shares of common stock of Syniverse, par value $0.01 (“Common Stock”). Except as otherwise specifically provided , in accordance with the applicable award agreement: 1st Anniversary of Grant Date 40% 2nd Anniversary of Grant Date 35% 3rd Anniversary of Grant Date 25% (iii) Notwithstanding anything to the contrary in this AgreementAgreement or any award agreement with respect to the Option or the RSUs, subject to Executive’s continued employment for the period beginning on the Start Date and ending on the date of the consummation of a Change in Control, any equity awards (including, without limitation, the Stock Options RSUs and the RSU Award Option) granted to Executive under the 2011 Equity Plan (or any successor thereto) that have not otherwise vested prior to such Change in Control shall become vested immediately prior to such Change in Control (and subject to the consummation of such Change in Control). (iv) Executive may, upon written notice to Syniverse within thirty (30) days of the Start Date, elect to purchase up to 50,000 shares of Common Stock from Syniverse at the fair market value of such shares on the date of purchase. Such purchase shall be governed in all respects by consummated within thirty (30) days following the Start Date and the purchased shares shall be subject to the terms of and conditions of the 2011 Equity Plan and a stock purchase agreement thereunder and the applicable Award AgreementManagement Stockholders Agreement of Syniverse Corporation, dated as of April 6, 2011, by and among Syniverse, certain Investors, and certain individual stockholders who are party thereto, as amended.

Equity Awards. (Ai) PubCo shall grant to On the Effective Date, Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall will be granted on the Effective Date a non-statutory stock option (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date to purchase Two Hundred Twenty-Three Thousand Four Hundred Thirty-Five (223,435) shares (the “Anniversary OptionInitial Option Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Company’s 2005 Stock Option Plan, as amended (the “Plan”). Further, effective as of the close of business on October 31, 2014, subject to the Executive’s continued employment with the Company through at such date, Executive will also be granted a non-statutory stock option under the applicable grant datePlan (the “Additional Option,” and together with the Initial Option, the “Options”) to purchase an additional number of shares of Common Stock equal to 0.90% of the number of shares of Common Stock issued by the Company, if any, upon the exercise of the Company’s outstanding 2012 Series B and 2013 Series E Common Stock Purchase Warrants expiring on October 31, 2014 (the “Additional Option Shares,” and together with the Initial Option Shares, the “Option Shares”). Each Stock Option shall have an The exercise price per share of each Option will be equal to the Fair Market Value (fair market value per share of the Common Stock as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on of the applicable grant date and that such Option is granted. Each Option shall have an outside expiration date a term of ten 10 years from the applicable date of grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Planand, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting dateprovisions of Section 9 below, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on as follows: A. On the first anniversary of the Effective applicable date of grant of such Option (the “Initial Vesting Date”), and (y) as to the remaining 7525% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In additionOption Shares subject to such Option shall vest and become exercisable; and B. Thereafter, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on remaining Option Shares subject to such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially 24 equal installments on each monthly anniversary of the 36 monthly anniversaries thereafterInitial Vesting Date; provided, however, that the vesting of the Option at each vesting date is subject to Executive’s being employed by the Company on the respective vesting dates. (Dii) The terms and conditions of the Stock Options and the RSU Award will Each Option shall be set forth in evidenced by a separate award agreements in forms prescribed by PubCo, option agreement to be entered into by PubCo and between the Company and the Executive (the each, an “Award AgreementsOption Agreement”). Except as otherwise specifically provided in In the event of a conflict between this Agreement and an Option Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementthis Agreement shall control.

Equity Awards. Executive will be eligible to participate in and receive grants of equity incentive awards (A“Equity Awards”) PubCo shall grant under the Company’s Amended and Restated 2017 Omnibus Incentive Plan (the “Equity Incentive Plan”), as such Equity Incentive Plan may be amended from time to time, or pursuant to the terms of any successor plan. Equity Awards to Executive two nonqualified options may be granted at such times and subject to purchase an aggregate such terms and conditions as the Equity Incentive Plan administrator shall determine; provided, however, annual Equity Awards shall be at least 175% of 916,686 shares Executive’s Base Salary. On the Effective Date, Executive will receive a special grant (the “Tier 1 Special Grant”) of PubCo common restricted stock with a fair market value on the date of grant equal to $2,012,000 (each, the “Tier 1 Special Grant Value”) and a special grant (the “Stock OptionTier 2 Special Grant”) equal to $1,610,000 (the “Tier 2 Special Grant Value”). Each Stock Option shall cover an equal The number of shares of PubCo common stock, restricted stock to be issued shall be determined by dividing the Tier 1 Special Grant Value and the first Stock Option shall be granted Tier 2 Special Grant Value by the closing price of the Company’s common stock on the business day immediately preceding the Effective Date Date, rounded down to the nearest whole share. The Tier 1 Special Grant shall vest fifty percent (the “Initial Option”50%) and the second Stock Option shall be granted on the first anniversary of the Effective Date and fifty percent (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”50%) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first second anniversary of the Effective DateDate (assuming Executive is then, and (y) as to has been continuously, employed by the remaining 75% Company or any of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafterits Subsidiaries). In addition, the RSU Award The Tier 2 Special Grant shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 fifty percent (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C50%) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first third anniversary of the grant dateEffective Date and fifty percent (50%) on the fourth anniversary of the Effective Date (assuming Executive is then, and (y) as has been continuously, employed by the Company or any of its Subsidiaries). Any resulting fractional shares shall be rounded down to the remaining 75% nearest whole share for the first vest date and the remainder will vest on the subsequent vest date. The terms of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options Tier 1 Special Grant and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award Tier 2 Special Grant shall be governed in all respects by subject to the terms of a restricted stock award agreement and conditions the terms of the Plan Company’s Equity Incentive Plan. Upon the consummation of a Sale of the Company, Executive’s Equity Awards will accelerate and become fully vested (assuming Executive is then, and has been continuously, employed by the applicable Award AgreementCompany or any of its Subsidiaries). For purposes hereof, “Sale of the Company” is defined and has the meaning specified in the Equity Incentive Plan.

Equity Awards. (Ai) PubCo shall grant to Each year during the Term the Executive two shall receive an equity award. The 2018, 2019, and 2020 awards will each have an aggregate grant date fair market value of $1,400,000. Starting in 2021 and for the duration of the Term, each annual award will have an aggregate grant date fair market value of $1,450,000. The 2018 and 2019 annual grants will be comprised of a mix of nonqualified stock options (the “Options”) to purchase an aggregate of 916,686 common shares of PubCo common stock the Company, no par value (each, a the “Common Shares”) and Restricted Stock OptionUnits (“RSUs”). Each The 2018 and 2019 annual grants will consist of 25% Options and 75% RSUs. Starting with the third annual grant, which will be made in March 2020, the annual equity award will be comprised of a mix of Performance Stock Option shall cover an equal number of shares of PubCo common stockUnits (“PSUs”) and RSUs in a ratio consistent with grants given to other senior executives at the time. (ii) The Options, RSUs, and the first Stock Option PSUs shall be granted on the Effective Date terms and conditions set forth in the IMAX Corporation Amended and Restated Long-Term Incentive Plan, as may be amended from time to time (the “Initial OptionLTIP”) ), the grant agreements to be entered into between the Company and the second Stock Option Executive pursuant to the LTIP, and this Agreement. The equity grants shall be made on or about the time that awards are generally granted to the Company’s senior executives, but in no event later than March of each year of the Term. Except as otherwise provided herein, the Executive must be employed by the Company on the date of grant in order to receive the Options, RSUs, and PSUs. (iii) For purposes of determining the number of Options and RSUs to be granted pursuant to this Section 3(c) in 2018 and 2019, the Company shall value (i) the Options in a manner consistent with the Company’s financial statement reporting and (ii) the RSUs based on the Fair Market Value of the Common Shares on the date of grant (as defined in the LTIP). The Options and RSUs granted in the 2018 and 2019 annual grants shall vest in four (4) equal annual installments beginning on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an The exercise price per share equal to of the Options shall be the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (of the “Plan”) Common Shares on the applicable grant date and of grant. The Options shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock seven (the “RSU Award”)7) year term. The RSU Award shall be RSUs granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service beginning with the Company through the applicable vesting date, each of the Initial Option and the RSU Award 2020 annual grant shall vest and in three (as applicable3) become exercisable (x) with respect to 25% of the underlying shares annual installments beginning on the first anniversary of the Effective Dateapplicable grant date. The PSUs granted beginning with the 2020 annual grant shall vest promptly following the public disclosure of the Company’s financial results for the second year following the year of grant, and (y) as subject to the remaining 75% achievement of applicable performance conditions. The valuation for PSUs and RSUs granted starting with the 2020 annual grant and continuing through the remainder of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date Term shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service consistent with the Company through Company’s valuation for grants given to other senior executives at the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereaftertime. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (Ai) PubCo shall grant Subject to the Executive two nonqualified options to purchase an aggregate approval of 916,686 shares the Compensation Committee of PubCo common the Board (the “Compensation Committee”), Employee will be granted a time-vested restricted stock unit award (each, a “Stock OptionTime-Vested Award”) and a 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 “2020 Plan”) on a Form S-8 registration statement pursuant to the Securities Act of 1933, as amended (the “Form S-8”). Each Stock Option shall Notwithstanding anything to the contrary in this Agreement, the Time-Vested Award and the Performance Award will not be deemed granted unless and until (i) the Form S-8 has become effective and (ii) the vesting schedule and all other material terms of such equity awards have been approved by the Compensation Committee. (ii) The Time-Vested Award will cover an equal number of 100,000 shares of PubCo the Company’s common stock. The Time-Vested Award will vest over a four-year period, with 25% of the Time-Vested Award vesting on the one-year anniversary of October 1, 2020, and 6.25% of the first Stock Option shall be granted Time-Vested Award vesting on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary last day of the Effective Date (the “Anniversary Option”)each quarter ending thereafter, subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value Employee remaining in Continuous Service (as defined in PubCothe 2020 Plan) through each applicable vesting date. (iii) The Performance Award will cover 500,000 shares of the Company’s 2019 Incentive common stock. The Performance Award Plan will vest based upon the achievement of objective performance criteria, as determined by the Compensation Committee in its sole and absolute discretion prior to the date of grant of the Performance Award, during the period from the Effective Date through December 31, 2025, subject to Employee remaining in Continuous Service through each applicable vesting date. (iv) In the “event of a Change in Control (as defined in the 2020 Plan”) on ), unless determined otherwise by the Board or the Compensation Committee, with the consent of Employee, prior to such Change in Control, and provided Employee remains in Continuous Service through immediately prior to such Change in Control, the Performance Award will vest immediately prior to the Change in Control based upon the actual achievement of the applicable grant performance vesting criteria to which the Performance Award is subject (measured as of immediately prior to the Change in Control), taking into account performance through the latest date and shall have an outside expiration date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of ten years from the grant dateapplicable performance period). For clarity, any portion of the Performance Award that has not vested as of immediately prior to a Change in Control (after taking into account the vesting treatment contemplated in the immediately preceding sentence) will be forfeited without cost to the Company, unless otherwise determined by the Board or the Compensation Committee prior to such Change in Control. In addition, PubCo shall grant if the Time-Vested Award is not assumed, substituted for or otherwise continued by the successor corporation (or a parent or subsidiary thereof) in the event of a Change in Control, the Time-Vested Award will fully vest and will be settled immediately prior to the Executive a restricted stock unit award covering 139,175 shares consummation of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plansuch Change in Control, subject to the Executive’s continued employment Employee remaining in Continuous Service through the grant dateimmediately prior to such Change in Control. (Bv) Subject Each of the Time-Vested Award and the Performance Award will be granted under and subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options 2020 Plan and an appropriate form of award agreement approved by the Board or the Compensation Committee for use thereunder. (vi) Employee and the RSU Award will be set forth Company hereby acknowledge and agree that the consummation of the Merger did not constitute a “Change in separate award agreements Control” (as defined in forms prescribed by PubCo, to be entered into by PubCo and the Executive Company’s 2016 Equity Incentive Plan (the “Award Agreements2016 Plan”). Except as otherwise specifically provided in this Agreement, ) for the Stock Options and purposes of any vesting acceleration provision that applies to stock options or any other Company equity compensation awards granted to Employee under the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement2016 Plan.

Equity Awards. (Ai) PubCo shall grant Subject to the approval of the Board or its designee, Executive two nonqualified options will be granted an option to purchase an aggregate of 916,686 328,000 shares of PubCo the Company’s common stock (each, with the exercise price based on the price of a share of the Company’s common stock on the date of grant) (the “Stock New Hire Option”). Each Stock The New Hire Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall will be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject pursuant to the ExecutiveCompany’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 2021 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall will be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementstock option agreement issued by the Company evidencing the New Hire Option. Subject to Executive’s continued employment or service with the Company on each vesting date, the New Hire Option will vest twenty-five percent (25%) upon the one-year anniversary of the Effective Date and then ratably over the thirty-six (36) months thereafter. (ii) Subject to the approval of the Board or its designee, Executive will be granted an option to purchase 32,800 shares of the Company’s common stock (with the exercise price based on the price of a share of the Company’s common stock on the date of grant) (the “Sign-On Option”). The Sign-On Option will be granted pursuant to the Plan and will be subject to the terms and conditions of the Plan and the stock option agreement issued by the Company evidencing the Sign-On Option. Subject to Executive’s continued employment or service with the Company on each vesting date, the Sign-On Option will vest twenty-five percent (25%) upon the one-year anniversary of the Effective Date and then ratably over the thirty-six (36) months thereafter; provided, however, that in no event shall the Sign-On Option vest (or be eligible to vest) unless (A) Executive shall have prepared a 3-5 year financial plan for the Company that is acceptable to the Board or the Audit Committee of the Board on or prior to June 30, 2023, and (B) the Company shall have complied with its reporting obligations under the Exchange Act (as defined below) during the twelve (12) months following the Effective Date. (iii) Executive shall be eligible to receive additional grants of equity awards in the Company’s sole discretion.

Equity Awards. (Ai) PubCo On the Commencement Date, the Company shall grant to the Executive two nonqualified options to purchase Executive, as an aggregate of 916,686 shares of PubCo common stock (eachinducement grant under the New York Stock Exchange exemption, in accordance with the applicable rules, a number of Options (as defined in the Company’s 2020 Omnibus Incentive Plan (the “Stock OptionOmnibus Plan”). Each Stock Option shall cover an ) having a Black-Scholes value equal number of shares of PubCo common stockto $5 million (the “Initial Options”), and having an Exercise Price equal to the first Fair Market Value of a share of Common Stock Option shall be granted (each as defined in the Omnibus Plan) on the Effective Commencement Date (the “Commencement Date FMV”), provided that such Initial Option”) Options will otherwise be treated as if granted under, and subject to the second Stock Option terms set forth in, the Omnibus Plan. The Initial Options shall be granted vest over the three-year period following the Commencement Date, in substantially equal annual installments on the first each anniversary of the Effective Date (the “Anniversary Option”)Commencement Date, subject to the Executive’s continued employment with the Company hereunder through the applicable grant vesting date. Each Stock Option , and shall have an exercise price per share equal otherwise be subject to the Fair Market Value terms and conditions of the Omnibus Plan and a form of Award Agreement (as defined under the Omnibus Plan) reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.13 to the Company’s 10-K for the fiscal year ending December 31, 2022 (the “2022 10-K”); and (ii) On or within five (5) business days following the Commencement Date (subject to the filing of a Form S-8 to cover such grant), the Company shall grant to the Executive, as an inducement grant under the New York Stock Exchange exemption, in accordance with the applicable rules, a number of time-based Restricted Stock Units (as defined in PubCo’s 2019 Incentive Award Plan the Omnibus Plan) equal to $5 million divided by the Commencement Date FMV (the “PlanInitial RSUs”) on , and with the applicable grant date Initial Options, the “Initial Grant”), provided that such Initial RSUs will otherwise be treated as if granted under, and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant subject to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (terms set forth in, the “RSU Award”)Omnibus Plan. The RSU Award Initial RSUs shall be granted upon effectiveness vest over the two-year period following the Commencement Date, in substantially equal annual installments on each anniversary of the Form S-8 with respect to PubCo’s common stock issuable under the PlanCommencement Date, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company hereunder through the applicable vesting date, each and shall otherwise be subject to the terms and conditions of the Initial Option Omnibus Plan and the RSU a form of Award shall vest and Agreement (as applicabledefined under the Omnibus Plan) become exercisable reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.11 to the 2022 10-K. Notwithstanding anything herein to the contrary, the Company may elect to grant the Initial Grants under the Omnibus Plan rather than as inducement grants. (xiii) Commencing with respect the Company’s 2025 annual grant cycle (expected to 25% occur in March of the underlying shares on the first anniversary of the Effective Dateeach calendar year), and for each calendar year during the Term thereafter, the Executive shall receive an annual equity grant, comprised of an equal mix of time-based and performance-based Restricted Stock Units, under the Omnibus Plan (yor successor plan) as to having a target grant date value of $8 million (the remaining 75% “Annual Grant”). The time-based Restricted Stock Units will vest over the four-year period following the applicable date of the underlying sharesgrant, in substantially equal annual installments on each anniversary of the 36 monthly anniversaries thereafter. In additionsuch date of grant, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject subject to the Executive’s continued service with the Company employment hereunder through the applicable vesting date, and the Anniversary Option shall vest and become exercisable (x) with respect performance-based Restricted Stock Units will vest, subject to 25% of the underlying shares on Executive’s continued employment hereunder through the first anniversary of the grant applicable vesting date, based on achievement of applicable time-based and (y) as to performance-based requirements during the remaining 75% of the underlying sharesapplicable performance period, in substantially equal installments on each case, as established by the Compensation Committee at the time of grant, consistent with past practices, and which are applicable to other named executive officers receiving grants at the 36 monthly anniversaries thereafter. (D) The terms and conditions same time. In the event of a Change in Control during the Stock Options and the RSU Award applicable performance period, performance will be set forth in separate award agreements in forms prescribed by PubCo, measured on a pro forma basis to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and determine the applicable Award Agreementlevel of achievement.

Equity Awards. Promptly after Emergence, the Parent Company shall issue Executive restricted shares of the Parent Company’s common stock (Athe “Common Stock”) PubCo shall grant to valued at $25 million in a manner consistent with the Executive two nonqualified valuation of the Parent Company’s common shares in the Plan of Reorganization (the “Emergence Restricted Stock”) and options to purchase an aggregate additional number of 916,686 shares equal to 1.0% of the shares of PubCo common stock Common Stock to be outstanding pursuant to the Plan of Reorganization at the time of Emergence (each, a the “Stock OptionEmergence Options”). Each Stock Option shall cover an equal For purposes of the preceding sentence, the number of shares of PubCo common stock, and the first Common Stock Option outstanding on such date shall be granted determined immediately (i) before the issuance of the Emergence Restricted Stock and Emergence Options and (ii) immediately after the issuance of any other shares, options, shares of restricted stock or warrants issuable in connection with Emergence which are not reflected in the Plan of Reorganization. Subject to the provisions hereof, the Emergence Restricted Stock shall vest on the fifth anniversary of the Effective Date (Date, provided that Executive remains employed by the “Initial Option”) Company through such date. Subject to the provisions hereof, the Emergence Options shall vest and the second Stock Option shall be granted become exercisable on a schedule that is equivalent to five equal annual installments commencing on the first anniversary of the Effective Date (regardless of the “Anniversary Option”date of Emergence and the date on which such Emergence Options are granted), subject to the Executive’s continued employment with provided that Executive remains employed by the Company through the each applicable grant vesting date. Each Stock Option shall have an The exercise price per share of the Emergence Options will be equal to the Fair Market Value value per share of the Common Stock in the Plan of Reorganization and the Emergence Options will be exercisable for a period of seven years following the date of grant (including, without limitation, if Executive’s employment ends at or following the expiration of the stated Term of this Agreement). In the event that, subsequent to Emergence and prior to the vesting of the Emergence Restricted Stock, any beneficial owner (as defined in PubCo’s 2019 Incentive Award Plan Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU AwardExchange Act”). The RSU Award shall be granted upon effectiveness ) of 10% or more of the Form S-8 with respect to PubCoParent Company’s common stock issuable under at the Plantime of Emergence, subject determined based on the number of shares outstanding at Emergence as specified in the manner set forth above (“10% Holder”), sells or transfers all or a portion of such common stock to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting datean unaffiliated third party, each a portion of the Initial Option and the RSU Award Emergence Restricted Stock shall vest and at such time in an amount equal to (as applicablei) become exercisable (x) with respect to 25the number of shares sold at such time by such 10% Holder divided by the total number of shares of the underlying shares on Parent Company’s common stock issued to all 10% Holders at the first anniversary time of the Effective DateEmergence, and multiplied (yii) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms number of and conditions shares of the Plan and the applicable Award AgreementEmergence Restricted Stock originally issued to Executive pursuant to this Section.

Equity Awards. (A) PubCo During the Employment Period, the Executive shall grant be entitled to participate in any equity incentive, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to the Executive two nonqualified options shall reflect the Executive’s position with the Company and based on the performance criteria established by the Compensation Committee or the Board, as the case may be. (B) Subject to purchase an aggregate the terms of 916,686 shares of PubCo common stock the Company’s 2017 Equity Incentive Plan (eachas such plan may be amended, a modified or replaced, the “Stock OptionPlan”). Each Stock Option shall cover an equal , the availability of sufficient number of shares of PubCo the Company’s common stock, stock available for issuance under the Plan and the first Stock Option shall be granted on form of stock option agreement issued thereunder, prior to January 31, 2022, following the Effective Date approval of the Board, the Company will issue the Executive a stock option (the “Initial Option2021 Option Award”) to purchase a number of shares of the Company’s common stock equal to 2.4% of the Deemed Outstanding Shares determined as the date of the issuance of the 2021 Option Award (the “2021 Shares”). The 2021 Option Award shall include the following additional terms: (1) the exercise price per share for the 2021 Shares shall equal the fair market value of the Company’s common stock on the date of the grant of the 2021 Option Award; (2) subject the Executive’s continued employment with the Company and the second Stock Option terms and conditions of the Plan, twenty-five percent (25%) of the 2021 Shares shall be granted vest and become exercisable on the first one (1) year anniversary of the Effective Date issuance date of the 2021 Option Award and the balance of the 2021 Shares subject to the 2021 Option Award shall vest and become exercisable in equal monthly installments on the last day of each month over the next thirty-six (36) months; and (3) upon the “Anniversary Option”)occurrence of a Change in Control (as defined in the Plan) all of the 2021 Shares subject to the 2021 Option Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant of each such date and as further provided in the terms and conditions of this Agreement, the 2021 Option Award and the Plan. For the purposes of this Agreement: “Deemed Outstanding Shares” shall have an outside expiration mean as of each such date of ten years from determination the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness sum of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable following: (x) with respect to 25% all of the underlying issued outstanding shares on the first anniversary of the Effective Date, Company’s common stock; and (y) as to the remaining 75% all issued and outstanding shares of the underlying shares, in substantially equal installments Company’s preferred stock calculated on each an as-converted to shares of the 36 monthly anniversaries thereafter. Company’s common stock basis (excluding any shares of the Company’s preferred stock that are issued or issuable in connection with any rights plan or rights agreement implemented by the Company); In additionthe event of breach of this Section 2(b)(ii)(B) by the Company, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (Executive’s sole and any restricted stock units that otherwise would vest on such vesting date exclusive remedy shall be forfeited and canceled without consideration therefor). (C) Subject to require the Company to issue the 2021 Option Award to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. Subject to approval of the Board or the Committee, following your start date you will be granted the following equity awards (Asubject to your remaining employed on the date such awards are granted): (a) PubCo shall grant to An option (the Executive two nonqualified options “Option Award”) to purchase an aggregate of 916,686 79,500 shares of PubCo the Company’s common stock (each, a the “Stock OptionCommon Stock”). Each Stock The Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall Award will have an exercise price per share equal to the Fair closing price of a share of the Common Stock on The Nasdaq Global Select Market Value (as defined in PubCo’s 2019 Incentive on the date the Option Award Plan is granted to you. The shares underlying the Option Award (the “PlanOption Shares”) will vest and become exercisable, subject to your continued employment through the applicable vesting date, as follows: 25% of the Option Shares will vest on the applicable grant first anniversary of the vesting start date associated with the Option Award and the remainder shall have an outside expiration date of ten years from vest thereafter in equal monthly installments for the grant date. In addition, PubCo shall grant subsequent thirty-six months such that the options would be fully vested with respect to the Executive a Option Shares on the fourth anniversary of the vesting start date. (b) An award of 39,750 restricted stock unit award covering 139,175 shares of PubCo common stock units (the ““ RSU Award”). The RSU Award shall be granted upon effectiveness will vest in four substantially equal annual installments on the first four anniversaries of the Form S-8 vesting start date associated with respect to PubCo’s common stock issuable under the PlanRSU Award, subject to the Executive’s your continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each . (c) An award of 20,000 restricted stock units (the “New Hire RSU Award”) in recognition of the Initial Option and commencement of your employment with the Company. The New Hire RSU Award shall will vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares in four substantially equal annual installments on the first anniversary four anniversaries of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting start date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service associated with the Company New Hire RSU Award, subject to your continued employment through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (Dd) The Option Award, the RSU Award, the New Hire RSU Award and any other equity awards that may be granted to you will be subject to the terms and conditions of the Stock Options and the RSU Award will Beam Therapeutics Inc. 2019 Equity Incentive Plan (as it may be set forth in separate award agreements in forms prescribed by PubCoamended from time to time, or any successor to be entered into by PubCo and the Executive (such plan, the “Award AgreementsPlan”)) as well as the agreement evidencing the applicable award. Except as otherwise specifically provided in this Agreement, In the Stock Options and the RSU Award shall be governed in all respects by event of any conflict between the terms of this Agreement and conditions the terms of the Plan and or the applicable Award Agreementaward agreement, the Plan or award agreement will control.

Equity Awards. (A) PubCo shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 611,124 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 92,783 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (A) PubCo shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 1,283,361 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 194,844 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. On the Effective Date, as a material inducement to Executive’s acceptance of employment with the Company, Executive will be granted (Ai) PubCo shall grant to the Executive two nonqualified options an option to purchase an aggregate of 916,686 370,370 shares of PubCo the Company’s common stock (each, a the “Stock Special Option”). Each Stock Option shall cover ) and (ii) an equal number of option to purchase 148,148 shares of PubCo the Company’s common stock, and the first Stock Option shall be granted on the Effective Date stock (the “Initial Option”) and ). On the second Stock Option shall Effective Date, Executive will also be granted on the first anniversary of the Effective Date 44,444 restricted stock units (the “Anniversary OptionInitial RSUs”), subject to ) under the ExecutiveCompany’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 2017 Incentive Award Plan (the “2017 Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Special Option and the RSU Award shall will vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares in a single installment on the first third anniversary of the Effective Date, and (y) as subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company employment through the applicable such vesting date, the Anniversary . The Initial Option shall will vest and become exercisable over a three year vesting schedule as follows: thirty-three percent (x33%) with respect to 25% of the underlying shares Initial Option will vest on the first (1st) anniversary of the Effective Date and the remainder will vest in twenty-four (24) equal monthly installments thereafter, subject to Executive’s continued employment through each such vesting date. Both the Special Option and the Initial Option will have an exercise price equal to the “Fair Market Value” per share of the Company’s common stock on the date of grant (and for this purpose, “Fair Market Value” as of the grant date shall mean the closing sales price for a share of common stock as quoted on the Nasdaq Stock Market system for such date or, if there is no closing sales price for a share of common stock on the grant date, the closing sales price for a share of common stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board of Directors or its Compensation Committee deems reliable). The Initial RSUs will vest in three substantially equal annual installments on June 10, 2021, 2022 and (y) as 2023, subject to Executive’s continued employment through each such vesting date. Each of the Special Option and Initial Option shall be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and award agreement pursuant to which the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”)is granted. Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award The Initial RSUs shall be governed in all respects by subject to the terms of and conditions of the 2017 Plan and the applicable Award Agreementaward agreement pursuant to which the award is granted. The Special Option and the Initial Option are being granted to Executive as an inducement material to Executive’s entering into employment with the Company and are intended to constitute an “employment inducement” award under Nasdaq Marketplace Rule 5635(c)(4). Executive shall be eligible to receive future equity awards as determined in the discretion of the Board of Directors.

Equity Awards. (Aa) PubCo Subject to approval of the Board and the Executive’s commencement of employment hereunder, Topco shall grant to the Executive two a nonqualified options option to purchase an aggregate of 916,686 12,100,000 shares of PubCo Topco Class A common stock (each, a the “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each The Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCothe Company’s 2019 Incentive Award 2024 Employment Inducement Plan (the “Inducement Plan”)) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo subject to approval of the Board and the Executive’s commencement of employment hereunder, Topco shall grant to the Executive a restricted stock unit award covering 139,175 4,400,000 shares of PubCo Topco Class A common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (Bb) Subject to the Executive’s continued service employment with the Company through the applicable vesting date, each of the Initial Stock Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of three (3)-month anniversary thereafter, over the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 following three (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)3) year period. (Cc) Subject to the Executive’s continued service employment with the Company through the applicable vesting date, the Anniversary Option shall vest RSU Award will be subject to both service-vesting and become exercisable (x) with respect performance-vesting conditions, such that both conditions must be met for the RSU Award to 25% vest. The service-vesting condition will follow the same vesting schedule as the Stock Option. The performance-vesting condition will be satisfied upon the closing of Topco’s first underwritten offering and sale of Topco’s Class A common stock following the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafterEffective Date. (Dd) The terms and conditions of the Stock Options Option and the RSU Award will be set forth accelerate and fully vest (and become exercisable, as applicable) on the one (1) year anniversary of the consummation of a Qualifying Change in separate award agreements Control, subject to the Executive’s remaining employed by the Company until such date. A “Qualifying Change in forms prescribed by PubCoControl” shall mean a Change in Control (as defined in the Inducement Plan), but excluding a transaction or series of transactions (i) following which Chicago Pacific Founders Fund L.P. and its affiliates (collectively, “CPF”) beneficially own securities of the Company (or the Successor Entity) possessing the largest total combined voting power of the Company’s or the Successor Entity’s securities outstanding immediately after such transaction or series of transactions, or (ii) pursuant to be entered into by PubCo and which any “group” that includes CPF directly or indirectly acquires beneficial ownership of securities of the Executive Company (or the Successor Entity) possessing a majority of the total combined voting power of the Company or the Successor Entity after such acquisition (either of (i) or (ii), a “Award AgreementsCPF Transaction”). Except as otherwise specifically provided If a Change in this AgreementControl occurs that is a CPF Transaction, then (i) each of the Stock Options Option and the RSU Award will accelerate and vest (and become exercisable, as applicable) on the one (1) year anniversary of the consummation of such a Change in Control with respect to 50% of the then-remaining unvested shares subject to each such award, subject to the Executive’s continuous employment with the Company through such date and (ii) the other 50% of the then-remaining unvested shares shall remain eligible to vest (and become exercisable, as applicable) over the remaining original vesting schedule. For clarity, the number of shares that will vest (and become exercisable, as applicable) on each remaining vest date shall be governed in all respects by the terms of and conditions equal to 50% of the Plan shares originally scheduled to vest (and the applicable Award Agreementbecome exercisable, as applicable) on such date.

Equity Awards. (Ai) PubCo shall grant to the Effective November 7, 2010, Executive two nonqualified options was granted an option to purchase an aggregate of 916,686 one hundred ninety thousand (190,000) shares of PubCo Company common stock (each, a the “Stock Option”)) with a per share exercise price equal to $6.51, the fair market value of a share of Company common stock on such date of grant as determined by the Board. Each Stock Subject to accelerated vesting upon certain terminations of employment as set forth herein, the Option shall cover an equal will vest over four (4) years at a rate of one forth (1/4th) of the total number of shares of PubCo common stock, and subject to the first Stock Option shall be granted becoming vested on the Effective Date twelve (the “Initial Option”12) and the second Stock Option shall be granted on the first month anniversary of the Effective Date grant date and one forty-eighth (1/48th) of the “Anniversary Option”), total number of shares subject to the Option becoming vested each month thereafter for the next thirty six (36) months subject to Executive’s continued employment with the Company through the applicable grant each scheduled vesting date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value . (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”ii) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In additionEffective November 7, PubCo shall grant to the 2010, Executive was granted a restricted stock unit award covering 139,175 sixty thousand (60,000) shares of PubCo Company common stock (the “RSU AwardRSU”). The Subject to accelerated vesting upon certain terminations of employment as set forth herein, the RSU Award shall be granted upon effectiveness of the Form S-8 will vest over four (4) years with respect to PubCo’s common stock issuable under the Plantwenty thousand (20,000) RSUs becoming vested on November 7, 2012, twenty thousand (20,000) RSUs becoming vested on November 7, 2013, and twenty thousand (20,000) RSUs becoming vested on November 7, 2014, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable each scheduled vesting date, each . Each RSU represents the right to receive one share of the Initial Option Company common stock and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% award will be settled in shares of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted Company common stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)upon vesting. (Ciii) Subject In the event of a termination of employment either by the Company without Cause or by the Executive for Good Reason any unvested portion of the Option and RSU as of Executive’s termination date (after taking into account acceleration of vesting) shall remain outstanding but unvested until the three (3) month anniversary of such termination. In the event a Change in Control occurs during such three (3) month period, the unvested portion of the Option and RSU shall become vested immediately prior to the Executive’s continued service occurrence of such Change of Control in accordance with the Company through the applicable vesting date, the Anniversary Section 10(a). The Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as RSU will be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the 2009 Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Option Plan and the applicable Award form of Stock Option and Restricted Stock Unit Agreements, as applicable, consistent with terms consistent of this Agreement.

Equity Awards. (Ai) PubCo shall grant to Following the approval by the Board, Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall will be granted on the Effective Date an option (the “Initial Employment Option”) and the second Stock Option shall be granted on the first anniversary to purchase Three Hundred Thousand (300,000) shares of common stock of the Effective Date Company, par value $0.001 per share (the “Anniversary OptionOption Shares”), subject pursuant to the ExecutiveCompany’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 2009 Equity Incentive Award Plan (the “Plan”) on the applicable ). Such grant date and shall have be evidenced by an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock option agreement (the “RSU AwardOption Agreement”)) to be entered into by and between the Company and the Executive. In the event of a conflict between this Agreement and the Option Agreement, the terms of the Option Agreement shall control. The RSU Award shall be granted upon effectiveness exercise price per share of the Form S-8 with respect Employment Option will be equal to PubCothe fair market value per share of the Company’s common stock issuable under as of the Plandate that the Employment Option is granted. The Employment Option shall have a 10 year term and, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting dateprovisions of Section 9 below, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on as follows: A. On the first anniversary of the Effective Start Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award 75,000 Option Shares shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor).become exercisable; and (C) Subject to the Executive’s continued service with the Company through the applicable vesting dateB. Thereafter, the Anniversary 6,250 Option Shares shall vest and become exercisable (x) with respect to 25% of the underlying shares in 36 substantially equal monthly installments on the first anniversary last business day of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereaftercalendar month. (Dii) The terms Executive shall also be granted an additional option (the “Performance Option” and conditions collectively with the Employment Option, the “Options”) to purchase 50,000 shares of the Stock Options and Company’s common stock pursuant to the RSU Award will Plan, which shall be set forth in evidenced by a separate award agreements in forms prescribed by PubCo, option agreement to be entered into by PubCo and between the Company and the Executive (Executive. In the “Award Agreements”). Except as otherwise specifically provided in event of a conflict between this Agreement and the Option Agreement, the Stock terms of the Option Agreement shall control. The exercise price per share of the Employment Option will be equal to the fair market value per share of the Company’s common stock as of the date that the Employment Option is granted. The Employment Option shall have a 10 year term and, subject to the provisions of Section 9 below, and shall vest and become exercisable upon the dosing of the first patient in the first company sponsored multi-center Phase 2 clinical trial of the Company’s CD-19 CAR product. (iii) The Options and may be exercised by Executive prior to becoming vested; provided that any shares of Company common stock acquired upon exercise of the RSU Award Option prior to becoming vested shall be governed subject to a right of repurchase upon Executive’s termination of employment in all respects favor of the Company at the lesser of (A) the fair market value of such shares as of the date of repurchase or (B) the Option per share exercise price, as applicable, which right of repurchase shall lapse in accordance with the Option vesting schedules set forth herein. (iv) The vesting of the Option is subject to Executive’s being employed by the terms of and conditions of Company on the Plan and the applicable Award Agreementrespective vesting dates.

Equity Awards. (Aa) PubCo The Parent shall grant to the Executive two nonqualified options incentive equity awards as herein defined and for subsequent calendar years as may be determined and adjusted from time to purchase an aggregate of 916,686 shares of PubCo common stock (eachtime, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary OptionLong Term Incentive Equity Awards”), with grant date fair value equal to 120% of Base Salary for calendar year 2022, in each case, in the same form and subject to the Executive’s continued employment same vesting terms and conditions as incentive equity awards granted to similarly situated senior executives of the Parent. As a reference, for calendar year 2021, the Long Term Incentive Equity Awards were allocated as: 30% Stock Options with the Company through the applicable grant datea 3-year pro rata vesting, 30% Restricted Share Units with 3-year cliff vesting and 40% Performance Units with a 3-year performance vesting measured against Total Shareholder Return. Each Stock Option Equity awards shall have an exercise price per share equal commence and be granted annually starting in 2022, according to the Fair Market Value Long Term Incentive (as defined in PubCo’s 2019 Incentive Award Plan (the “PlanLTI”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. Plan. (b) In addition, PubCo shall grant to in consideration of the Executive joining the Company, the Parent shall issue, on or as soon as practicable after the Hire Date, a restricted stock unit award covering 139,175 shares one-time special off cycle Long Term Incentive Equity Award with a target amount of PubCo common stock (the “RSU Award”). The RSU Award $300,000, as Restricted Share Units which shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant datevest ratably at 1/3 per year each year. (Bc) Subject to After 5 years of employment the Executive’s continued service with Long Term Incentive Equity Awards will be treated under the Company through the applicable vesting date, each retirement eligible provisions of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)LTI Plan. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (Dd) The terms and conditions of the Stock Options and the RSU Award Long Term Incentive Equity Awards will be set forth in separate award agreements in forms prescribed provided by PubCothe Parent, electronically or otherwise and will be provided to be entered into by PubCo and the Executive (as soon as practicable after the “Award Agreements”)grant dates and which the Executive will be required to sign or accept in accordance with the Parent’s acceptance procedures. Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.​

Equity Awards. (Ai) PubCo shall grant As of August 7, 2006, Executive will be granted a nonstatutory stock option to purchase 1,450,000 shares of Company common stock at a per share exercise price equal to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo closing price per share on the Nasdaq National Market (“Nasdaq”) for the common stock (eachof the Company on August 7, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date 2006 (the “Initial Option”). The Initial Option will be granted under and subject to the terms, definitions and provisions of the Company’s 2005 Stock Plan (the “Plan”) and will be scheduled to vest at a rate of 25% of the second Stock shares subject to the Initial Option shall be granted on the first anniversary of the Effective Date (grant and 1/48 of the “Anniversary Option”), subject shares will be scheduled to the vest monthly thereafter assuming Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable each scheduled vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options Initial Option will be subject to the Company’s standard terms and conditions for options granted under the RSU Award shall Plan. (ii) The Company will use its commercially reasonable best efforts to secure approval from Nasdaq for the grant of an additional option to purchase 2,550,000 shares of Company common stock at a per share exercise price equal to the closing price per share on the Nasdaq for the common stock of the Company on the date of grant (the “Stand-Alone Grant”). Subject to Nasdaq approval, the Stand-Alone Grant will be governed in all respects by granted under a non-stockholder approved arrangement outside of any Company equity plan. Subject to the provisions of this Agreement, the terms of and conditions of the Plan Stand-Alone Grant will be materially similar to those of the Initial Option (except that it will not be granted under a Company equity plan), and will be scheduled to vest at a rate of 25% of the shares subject to the award on August 7, 2007, and the remainder of the shares will be scheduled to vest pro-rata monthly over the three (3) year period commencing on August 7, 2007, assuming Executive’s continued employment with the Company on each scheduled vesting date. Following the issue of the Stand-Alone Grant, the Company will use commercially reasonable best efforts to register the shares underlying the Stand-Alone Grant on Form S-8 in order to permit resale thereof. (iii) If the Company does not receive Nasdaq approval of the Stand-Alone Grant by December 31, 2006, then on January 2, 2007 (assuming Executive is still employed by the Company), the Company will grant to Executive a nonstatutory stock option to purchase 500,000 shares of Company common stock at a per share exercise price equal to the closing price per share on the Nasdaq for the common stock of the Company on January 2, 2007 (the “Additional Option”). The Additional Option will be granted under and subject to the same terms, definitions and provisions applicable Award Agreementto the Initial Option, and will be scheduled to vest at a rate of 25% of the shares subject to the award on August 7, 2007, and the remainder of the shares will be scheduled to vest pro-rata monthly over the three (3) year period commencing on August 7, 2007, assuming Executive’s continued employment with the Company on each scheduled vesting date. In addition, if Nasdaq approval of the Stand-Alone Grant is not obtained, on January 2, 2007 (assuming Executive is still employed by the Company), the Company will grant 1,000,000 shares of restricted stock (or restricted stock units) to Executive under and subject to the same terms, definitions and provisions applicable to the Initial Option assuming exercise thereof, except that such shares will be scheduled to vest at a rate of 25% of the shares subject to the award vesting on August 7, 2007, and the remainder of the shares will be scheduled to vest pro-rata quarterly over the three (3) year period commencing on August 7, 2007, assuming Executive’s continued employment with the Company on each scheduled vesting date. The Company agrees (to the extent permitted by the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy), at the request of Executive, to facilitate the implementation by Executive of a 10b5-1 trading plan to accommodate Executive’s ability to sell such portion of the relevant shares as may be necessary to cover Executive’s tax withholding obligations with respect to such vesting, if any, at such tax rate as Executive may specify. If the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy does not permit the implementation of a 10b5-1 trading plan, Executive will be allowed to have the Company withhold the number of shares necessary to satisfy his minimum tax withholding obligation.

Equity Awards. (i) Upon the Effective Date, Parent shall grant the Executive the following restricted stock unit (“RSU”) awards (the “Initial Awards”): (A) PubCo shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal RSU award covering a number of shares of PubCo Parent’s Class A common stock, and the first Stock Option shall be granted on the Effective Date stock having a total grant date value equal to $2,750,000 (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary OptionMake-Whole Award”), subject to the Executive’s continued employment which award shall vest over a two (2) year period, with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) 18.8% of such RSUs vesting on the applicable grant date each of February 15, May 15 and shall have an outside expiration date August 15 of ten years from the grant date. In addition2022 and 10.9% of such RSUs vesting on November 15, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan2022, February 15, 2023, May 15, 2023 and August 15, 2023, subject to the Executive’s continued employment through the grant relevant vesting date.; and (B) Subject a RSU award covering a number of shares of Parent’s Class A common stock having a total grant date value equal to the Executive’s continued service with the Company through the applicable vesting date$2,500,000, each of the Initial Option and the RSU Award which award shall vest and over a four (as applicable4) become exercisable (x) year period, with respect to 25% of the underlying shares such RSUs vesting on the first (1st) anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying sharesRSUs vesting in equal quarterly installments thereafter, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject subject to the Executive’s continued service with the Company employment through the applicable relevant vesting date, . The number of shares of Parent’s Class A common stock covered by each Initial Award shall be calculated by dividing the Anniversary Option shall vest and become exercisable (x) with respect to 25% grant date value set forth above by the volume-weighted average price of the underlying shares on Class A common stock for the first anniversary of four-week period ended the grant date, and (y) as to day immediately preceding the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafterEffective Date. (Dii) The terms and conditions In addition, beginning with the first calendar year during the Employment Term commencing with calendar year 2023, the Executive shall be eligible for annual equity awards, subject to the approval of the Stock Options and Board or the RSU Award will be set forth in separate award agreements in forms prescribed by PubCoCommittee, when annual equity awards are granted to be entered into by PubCo and other senior executives of the Executive Company generally (such awards granted to the Executive, the “Award AgreementsAnnual Awards”). Except The Annual Awards shall be in the amounts and forms as otherwise specifically provided in this Agreement, determined by the Stock Options Board or the Committee. (iii) The Initial Awards and the RSU Award Annual Awards shall be governed in all respects by subject to the terms of and conditions of the Omnibus Plan and the applicable award agreements approved by the Board 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 Initial Awards and 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), in case of a termination of the Executive’s employment due to the Executive’s death, by the Company for Disability (as defined below)or without Cause or by the Executive for Good Reason (as defined below), the Make Whole Award Agreementshall to the extent then unvested, vest in full upon (and effective as of) the date of such termination (the “Vesting Credit”); and (C) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), the Initial Awards and 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. Employee will be granted upon commencement of employment with Onvia: (Ai) PubCo an award of 50,000 shares of common stock of Onvia which shall grant be forfeited and reconveyed to Onvia by Employee without additional consideration if Employee ceases to be continuously employed by Onvia through the Executive two six month anniversary of his commencement of employment (“Restricted Stock Award”); (ii) an award of a nonqualified options stock option to purchase an aggregate of 916,686 225,000 shares of PubCo Onvia’s common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial 2017 Option”) and (iii) an award of 25,000 restricted stock units which shall vest on the second Stock first anniversary of Employee’s commencement of employment provided Employee remains continuously employed through such first anniversary (“2▇▇▇ ▇▇▇ Grant”). The 2017 Option shall be granted will have an exercise price equal to the closing price on the Nasdaq stock exchange of a share of Onvia common stock on the trading day preceding Employee’s commencement of employment. The 2017 Option will vest and become exercisable in the following manner provided Employee remains continuously employed with Onvia through the relevant periods: (i) with respect to 100,000 shares of Onvia’s common stock, such 2017 Option will vest and become exercisable over three years - with the 2017 Option with respect to 33,334 shares vesting and becoming exercisable on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the ExecutiveEmployee’s continued commencement of employment with Onvia, and the Company through the applicable grant date. Each Stock 2017 Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) then vesting and becoming exercisable on the applicable grant date last day of each month after such first year anniversary with respect to 2,777.75 shares of Onvia’s common stock; (ii) with respect to 75,000 shares of Onvia’s common stock, such 2017 Option will vest and shall have an outside expiration date become exercisable based on achievement of ten years from operating profit and/or revenue goals, as set and approved by the grant dateCompensation Committee of the Board in April, 2017; and (iii) with respect to 50,000 shares of Onvia’s common stock, such 2017 Option will vest and become exercisable based on attainment of total shareholder return goals as set and approved by the Compensation Committee of the Board in April, 2017. In addition, PubCo shall Employee will be granted in 2018 on the first anniversary of his commencement of employment with Onvia provided he remains continuously employed through such grant to the Executive a date additional awards as follows: (i) an award of 50,000 restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 units vesting 50% with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, commencement of employment and the remaining 50% with continued service on the second anniversary of the commencement of employment (“2▇▇▇ ▇▇▇ Grant”) and (yii) as an option with respect to the remaining 75% 50,000 shares of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted Onvia’s common stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall which will vest and become exercisable (x) with respect to 25% based on achievement of operating profit and/or revenue goals as set and approved by the Compensation Committee of the underlying shares Board and will have an exercise price equal to the closing price on the first anniversary stock exchange of a share of Onvia common stock on the trading day preceding the date of grant date(“2018 Option”). In the event of a Change in Control (as defined in Onvia’s 2008 Equity Incentive Plan) while Employee is still employed with Onvia, the awards that had been granted pursuant to this Section 1.3 of this Agreement prior to such Change in Control and (y) as remain outstanding shall become fully vested. The Restricted Stock Award, 2▇▇▇ ▇▇▇ Grant, 2017 Option, 2▇▇▇ ▇▇▇ Grant and 2018 Option shall be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Onvia’s 2008 Equity Incentive Plan and the applicable Award Agreementaward agreements thereunder. Employee and Onvia agree to work together in good faith to avoid or minimize any limitation on Onvia's tax deduction for compensation to Employee because of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Equity Awards. Subject to and in accordance with the Company’s 2016 Stock Incentive Plan (Athe “2016 Plan”) PubCo shall or any similar plan as the Company may adopt from time to time, the Company may grant to Executive long term incentives from time to time in the form of restricted cash settled payments or restricted equity subject to certain vesting requirements pursuant to its long term incentive program. Unless otherwise provided in the award agreement governing the award of such stock options, the exercise price of any stock options so awarded will be equal to the closing price on the date of grant, and such options will include a cashless exercise option and a term of no less than five years from the date of grant. Notwithstanding any provision of this Agreement to the contrary, and in particular subsection 3c hereof, in connection with the hiring of the Executive, the Company shall award the Executive two nonqualified options to purchase an aggregate of 916,686 eight hundred thousand (800,000) shares of PubCo the Company’s common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option Award”). The terms of the Initial Stock Option Award shall be granted memorialized in a stock option award agreement, the form of which shall be determined by the Company in its sole discretion, which shall include the following terms. (i) The exercise price of the Initial Stock Option Award shall be the closing price of the Company’s common stock on July 17, 2017. (ii) The Initial Stock Option Award shall vest according to the following vesting schedule: (x) 266,666 stock options shall vest ninety (90) days after the execution of this Agreement; (y) 266,666 stock options shall vest on the first one year anniversary of this Agreement; and (z) 266,668 stock options shall vest on the Effective Date (two year anniversary of this Agreement. All vestings of the “Anniversary Option”), subject to the Initial Stock Option Award shall be contingent upon Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant dateCompany. (Biii) Subject If Executive’s employment is terminated by the Company or Executive resigns due to an Effective Termination Without Cause (in either case, within twelve (12) months following a Change of Control Event) all unvested stock options awarded pursuant to the Executive’s continued service with Initial Stock Option Award shall vest immediately vest and be exercisable for the Company through longer of three months following the applicable vesting date, each date of such termination of employment or (if longer) the period set forth for the exercise of any such options held by any employee in the agreement accomplishing the Change of Control Event where such employee does not continue to be employed following such Change of Control Event. In the event of any conflict between the terms of the Initial Stock Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Dateoutlined in subsection 3c above, and (y) as to those contained in any award agreement memorializing the remaining 75% of the underlying sharesInitial Stock Option Award, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementsuch award agreement shall control.

Equity Awards. (A) PubCo The Company shall grant to the Executive two nonqualified options Equity Awards from time to purchase an aggregate time in the sole discretion of 916,686 shares of PubCo common stock the Board (eachor, a “Stock Option”as applicable, Compensation Committee). Each Stock Option . (i) The Company shall cover an equal number of shares of PubCo common stock, and recommend to the first Stock Option shall Board that the Executive be granted a sign-on Equity Award of 20,000 restricted stock units under the Effective Date (the “Initial Option”) and the second Stock Option shall be granted Equity Plan, subject to time-based vesting, with 50% vesting on the first anniversary of the Effective Date vesting commencement date (to be specified in the “Anniversary Option”)relevant award agreement) and the remaining 50% vesting on the second anniversary of the vesting commencement date, subject to the Executive’s continued employment employment. (ii) The Company shall recommend to the Board that the Executive be granted an additional Equity Award of 500,000 restricted stock units under the Equity Plan, with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal following vesting terms: (i) 166,667 restricted stock units subject to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) time-based vesting, with 50% vesting on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness first anniversary of the Form S-8 with respect vesting commencement date (to PubCo’s common stock issuable under be specified in the Planrelevant award agreement) and the remaining 50% vesting on the second anniversary of the vesting commencement date, subject to the Executive’s continued employment through the grant date. employment; (Bii) Subject 166,667 restricted stock units subject to vesting based on achievement of Company performance goals measured on a Fiscal Year basis, as well as the Executive’s continued service employment, with the Company through the applicable 50% vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Datevesting commencement date and 50% vesting on the second anniversary of the vesting commencement date, in each case only to the extent the Company performance goals have been met as of such applicable vesting date; and (yiii) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any 166,666 restricted stock units that otherwise would vest subject to vesting based on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to achievement of individual performance goals measured on a Fiscal Year basis, as well as the Executive’s continued service employment, with the Company through the applicable 50% vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant vesting commencement date and 50% vesting on the second anniversary of the vesting commencement date, and (y) as in each case only to the remaining 75% extent the individual performance goals have been met as of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereaftersuch applicable vesting date. (Diii) The All Equity Awards will be subject to the terms of the Equity Plan and such other terms and conditions of as determined by the Stock Options Board in its sole discretion and the RSU Award will be set forth in a separate award agreements in forms prescribed by PubCo, to be entered into by PubCo Equity Award agreement. In the event of any conflict between the terms of the terms of an Equity Award agreement and the Executive (the “Award Agreements”). Except as otherwise specifically provided in terms of this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Equity Award Agreementagreement will govern.

Equity Awards. The parties agree that, in exchange for acceptance of the offer of employment and the execution of this Agreement, after the Effective Date, the Chief Executive Officer will recommend to the Committee (A) PubCo shall an equity grant with a grant date value of One Million Two Hundred Thousand Dollars ($1,200,000.00) (the “RSU Award”) comprised of time-vested restricted stock units to the Executive two nonqualified options to purchase an aggregate of 916,686 be settled in shares of PubCo the Company’s common stock (each, “RSUs”) and (B) an equity grant with a target award value of Eight Hundred Thousand Dollars ($800,000) (the “Stock OptionPerformance-based Restricted Stock”) comprised of performance-based restricted shares of the Company’s common stock (the “Performance-based Restricted Shares”). The RSU Award and the Performance-based Restricted Stock Award are each referred to herein as an “Equity Award.” Each Stock Option Equity Award shall cover an equal be made pursuant to the Company's 2009 Equity Incentive Plan and shall be subject to the terms and conditions set forth in the Company’s forms of grant notice and award agreements. Approval of the recommendation of each Equity Award is in the sole and unreviewable discretion of the Board and/or the Committee. The number of shares of PubCo common stock, and RSUs actually awarded under the first Stock Option RSU Award shall be granted determined based on the Effective Date closing market price on the Grant Date, as defined under the Committee’s standard award resolution language, following approval by the Committee. The RSUs under the RSU Award shall, if and when granted by the Committee, be subject to the Company's standard four-year vesting schedule for new hires, with 1/4th of the total shares subject to the RSU Award (rounded down to the “Initial Option”nearest whole share) and the second Stock Option shall be granted vesting on the first anniversary of the Effective Grant Date (of the “Anniversary Option”)RSU Award, and thereafter 1/16th of the total shares subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal RSU Award (rounded down to the Fair Market Value nearest whole share, except for the last vesting installment) vesting on the 15th day of the second month of each calendar quarter after such first anniversary, in each case conditioned on your Continuous Service (as defined in PubCothe Company’s 2019 Incentive Award Plan (the “Plan”equity incentive plan) on the applicable grant date and shall have an outside expiration date of ten years from the grant through each such vesting date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Performance-based Restricted Stock Award shall be granted upon effectiveness included in the recommendation submitted to the Committee during the Company’s regular 2018 executive compensation planning process. The target and maximum number of the Form S-8 with respect to PubCo’s common stock issuable Performance-based Restricted Shares awarded under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Performance-based Restricted Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects determined based on the closing market price on the Grant Date, as defined under the Committee’s standard award resolution language, following approval by the terms Committee. The number of and conditions Performance-based Restricted Shares actually earned under the Performance-based Restricted Stock Award shall be measured using performance criteria approved by the Committee using a one-year performance period (January 1, 2018 to December 31, 2018), with, notwithstanding the vesting of any other Performance-based Restricted Stock awarded to other executives, 50% of any earned Performance-based Restricted Shares under the Plan Performance-based Restricted Stock Award vesting on December 31, 2019, and the applicable remaining 50% of any earned Performance-based Restricted Shares under the Performance-based Restricted Stock Award Agreementvesting on December 31, 2020, in each case conditioned on your Continuous Service (as defined in the Company’s equity incentive plan) through each such vesting date.

Equity Awards. (Ai) PubCo shall grant to the Effective November 7, 2010, Executive two nonqualified options was granted an option to purchase an aggregate of 916,686 two hundred fifteen thousand (215,000) shares of PubCo Company common stock (each, a the “Stock Option”)) with a per share exercise price equal to $6.51, the fair market value of a share of Company common stock on such date of grant as determined by the Board. Each Stock Subject to accelerated vesting upon certain terminations of employment as set forth herein, the Option shall cover an equal will vest over four (4) years at a rate of one forth (1/4th) of the total number of shares of PubCo common stock, and subject to the first Stock Option shall be granted becoming vested on the Effective Date twelve (the “Initial Option”12) and the second Stock Option shall be granted on the first month anniversary of the Effective Date grant date and one forty-eighth (1/48th) of the “Anniversary Option”), total number of shares subject to the Option becoming vested each month thereafter for the next thirty six (36) months subject to Executive’s continued employment with the Company through the applicable grant each scheduled vesting date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value . (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”ii) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In additionEffective November 7, PubCo shall grant to the 2010, Executive was granted a restricted stock unit award covering 139,175 sixty thousand (60,000) shares of PubCo Company common stock (the “RSU AwardRSU”). The Subject to accelerated vesting upon certain terminations of employment as set forth herein, the RSU Award shall be granted upon effectiveness of the Form S-8 will vest over four (4) years with respect to PubCo’s common stock issuable under the Plantwenty thousand (20,000) RSUs becoming vested on November 7, 2012, twenty thousand (20,000) RSUs becoming vested on November 7, 2013, and twenty thousand (20,000) RSUs becoming vested on November 7, 2014, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable each scheduled vesting date, each . Each RSU represents the right to receive one share of the Initial Option Company common stock and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% award will be settled in shares of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted Company common stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)upon vesting. (Ciii) Subject In the event of a termination of employment either by the Company without Cause or by the Executive for Good Reason any unvested portion of the Option and RSU as of Executive’s termination date (after taking into account acceleration of vesting) shall remain outstanding but unvested until the three (3) month anniversary of such termination. In the event a Change in Control occurs during such three (3) month period, the unvested portion of the Option and RSU shall become vested immediately prior to the Executive’s continued service occurrence of such Change of Control in accordance with the Company through the applicable vesting date, the Anniversary Section 10(a). The Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as RSU will be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the 2009 Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Option Plan and the applicable Award form of Stock Option and Restricted Stock Unit Agreements, as applicable, consistent with terms consistent of this Agreement.

Equity Awards. (A) PubCo Subject to approval by the Board, the Company shall grant to you an option under the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date 2008 Equity Incentive Plan (the “Initial Equity Plan”) to purchase 1,884,850 shares of the Company’s Common Stock (the “Option”) at fair market value as determined by the Board as of the date of grant. The Option will be governed in full by the Equity Plan and your grant agreement. Your grant agreement for the second Stock Option shall be granted will include a four-year vesting schedule subject to your Continuous Service (as defined in the Equity Plan), under which (i) twenty-five percent (25%) of the shares subject to the Option will vest on the one year anniversary of your vesting commencement date, and (ii) the remaining unvested shares shall vest in monthly installments equal to 1/48th of all shares beginning with the first monthly anniversary of the Effective Date (initial vesting tranche and continuing on a monthly basis thereafter. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ December 28, 2010 In addition, if the “Anniversary Option”), Company is subject to a Change in Control (as defined in Section 9(b)) and you remain an employee of the Executive’s continued Company as of the consummation of the Change in Control, any then-outstanding equity awards (including stock options or restricted stock) provided to you in connection with your employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “PlanEquity Awards”) on will be subject to accelerated vesting in an amount equal to fifty percent (50%) of the applicable grant date and shall have an outside expiration then-unvested shares, effective as of immediately prior to the effective date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock Change in Control (the “RSU AwardSingle Trigger Acceleration”)) and, following the Single Trigger Acceleration, the Equity Awards will continue to vest on their original vesting schedules. The RSU For example, if an Equity Award shall be granted upon effectiveness contains a monthly vesting schedule under which 1/48th of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, total shares subject to the Executive’s continued employment through Equity Award vest each month, then following the grant date. (B) Subject Single Trigger Acceleration, such Equity Award will continue vesting in monthly increments of 1/48th of the total shares subject to the Executive’s continued service with Equity Award (which would result in full vesting at an earlier date than in the absence of the Single Trigger Acceleration, contingent upon Continuous Service). Notwithstanding the foregoing, as a pre-condition of the Single Trigger Acceleration, you will be required to timely sign, date and return to the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Dateor its successor), and (y) as to not subsequently revoke, a general release of all known and unknown claims in the remaining 75% of form provided to you by the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafterCompany. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall Equity Awards may be forfeited and canceled without consideration therefor). (C) Subject subject to the Executive’s continued service with the Company through the applicable vesting dateDouble Trigger Acceleration, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in Section 8(b) of this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (A) On the Effective Date, PubCo shall grant to the Executive two a nonqualified options option to purchase an aggregate of 916,686 500,000 shares of PubCo common stock (each, a the “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock The Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”)) on the applicable grant date and shall have an outside expiration date of ten years from the grant datedate (and the vested portion of the Option shall remain exercisable for up to one year after any termination of the Executive’s service for any reason other than a termination for Cause, but in no event beyond the maximum term of the Option). In addition, on the Effective Date, PubCo shall grant to the Executive (i) a restricted stock unit award covering 139,175 70,000 shares of PubCo common stock (the “Signing RSU Award”) and (ii) a restricted stock unit award covering 500,000 shares of PubCo common stock (the “Additional RSU Award” and, together with the Option and the Signing RSU Award, the “Equity Awards”). The RSU Award Equity Awards shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject and the exercise price (if applicable) and any tax withholding obligation(s) associated with the Equity Awards may be settled by the Executive in his discretion through a Company “net settlement”. Subject to the ExecutiveCompany’s continued employment through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, the grant dateExecutive may also in his discretion enter into a Rule 10b5-1 trading plan with respect to his Company shares. (B) Subject The Signing RSU Award shall be vested as to 50% of the restricted stock units on the Effective Date and shall vest with respect to the remaining 50% of the restricted stock units on the first anniversary of the Effective Date, subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the such first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)anniversary. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option Additional RSU Award shall vest and become exercisable (x) with respect to 25% of the underlying shares restricted stock units on the first anniversary of the grant dateEffective Date, and (y) as to the remaining 75% of the underlying sharesrestricted stock units, in 12 substantially equal installments on each of the 36 monthly 12 quarterly anniversaries thereafter. (D) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Option shall vest and become exercisable in 60 substantially equal monthly installments on each monthly anniversary of the Effective Date during the five-year period following the Effective Date. (E) The terms and conditions of the Stock Options and the RSU each Equity Award will shall be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive which are attached hereto as Exhibit A (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award Equity Awards shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement but shall not conflict with the terms of this Agreement. The Award Agreements for the Signing RSU Award and the Additional RSU Award shall provide that the restricted stock units shall be settled within 30 days following the applicable vesting date(s). The Equity Awards shall be subject to Section 8.3 of the Plan as in effect on the Effective Date. (F) In addition to the Equity Awards, the Executive shall be eligible to receive annual equity-based compensation awards as determined by the Board (or a subcommittee thereof) from time to time, which awards may be in such amount, form(s) and mix, and with such other terms and conditions, as the Board (or such subcommittee) shall determine in its sole discretion taking into account the Executive’s and the Company’s performance.

Equity Awards. Subject to and in accordance with the Company’s 2016 Stock Incentive Plan (Athe “2016 Plan”) PubCo shall or any similar plan as the Company may adopt from time to time, the Company may grant to Executive long term incentives from time to time in the form of restricted cash settled payments or restricted equity subject to certain vesting requirements pursuant to its long term incentive program. Unless otherwise provided in the award agreement governing the award of such stock options, the exercise price of any stock options so awarded will be equal to the closing price on the date of grant, and such options will include a cashless exercise option and a term of no less than five years from the date of grant. Notwithstanding any provision of this Agreement to the contrary, and in particular subsection 3c hereof, in connection with the hiring of the Executive, the Company shall award the Executive two nonqualified options to purchase an aggregate of 916,686 one million two hundred thousand (1,200,000) shares of PubCo the Company’s common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option Award”). The terms of the Initial Stock Option Award shall be granted memorialized in a stock option award agreement, the form of which shall be determined by the Company in its sole discretion, which shall include the following terms. (i) The exercise price of the Initial Stock Option Award shall be the greater of: (x) $0.30 per share; or (y) the 20 day moving average price per share of the Company’s common stock. (ii) The Initial Stock Option Award shall vest according to the following vesting schedule: (x) 400,000 stock options shall vest on the first date of this Agreement; (y) 400,000 stock options shall vest on the one year anniversary of this Agreement; and (z) 400,000 stock options shall vest on the Effective Date (two year anniversary of this Agreement. All vestings of the “Anniversary Option”), subject to the Initial Stock Option Award shall be contingent upon Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant dateCompany. (Biii) Subject If Executive’s employment is terminated by the Company or Executive resigns due to an Effective Termination Without Cause (in either case, within twelve (12) months following a Change of Control Event) all unvested stock options awarded pursuant to the Executive’s continued service with Initial Stock Option Award shall vest immediately vest and be exercisable for the Company through longer of three months following the applicable vesting date, each date of such termination of employment or (if longer) the period set forth for the exercise of any such options held by any employee in the agreement accomplishing the Change of Control Event where such employee does not continue to be employed following such Change of Control Event. In the event of any conflict between the terms of the Initial Stock Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Dateoutlined in subsection 3c above, and (y) as to those contained in any award agreement memorializing the remaining 75% of the underlying sharesInitial Stock Option Award, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementsuch award agreement shall control.

Equity Awards. (Ai) PubCo shall grant to Effective on the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (eachdate Employee commences employment with Employer, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option Employee shall be granted 125,000 restricted stock units, with 50,000 units scheduled to vest on January 1, 2009, and 25,000 units scheduled to vest on January 1 of each of 2010, 2011, and 2012, in each case subject to the Effective Date (Employee remaining an employee or other service provider of Avocent during that time under the “Initial Option”) terms and the second conditions of a Restricted Stock Option Unit Agreement. In addition, Employee shall be granted on awarded a targeted performance share award of 100,000 performance shares with a maximum award of up to one hundred twenty five percent (125%) of such performance shares, and Employee shall become eligible to vest in such performance shares upon the first anniversary achievement of the Effective Date specified targeted levels of Avocent Corporation’s common stock price (as measured on a rolling average basis) on specific dates over a two-year period under the “Anniversary Option”)terms and conditions of Employee’s Notice of Grant of Performance Shares and Avocent Corporation’s 2008 performance share program, as shall be determined by the Compensation Committee, subject to the Executive’s continued employment with Employee remaining an employee or other service provider of Avocent at the Company through the applicable grant datetime such performance is achieved. Each Stock Option shall have an exercise price per share equal If shares become eligible to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In additionvest, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 such shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness scheduled to vest in three equal amounts on January 1 of the Form S-8 with respect to PubCo’s common stock issuable under the Planeach of 2010, 2011, and 2012, in each case subject to the Executive’s continued employment through the Employee remaining an employee or other service provider of Avocent during that time. Each grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date or performance shares shall be forfeited and canceled without consideration therefor). (C) Subject subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options equity plan under which it is granted and the RSU Award will to an equity award agreement between Avocent Corporation and Employee. (ii) The equity awards described in Section 3.3(e)(i) of this Agreement shall be earned and vest as set forth in separate award agreements Employee’s Restricted Stock Unit Agreement(s) and Notice(s) of Grant of Performance Shares, but upon the termination of Employee’s employment with Employer, any such equity awards and any equity awards as the Compensation Committee in forms prescribed by PubCoits discretion shall grant to Employee (all such past and future equity awards, the “Equity Awards”) shall be deemed and treated as earned and/or the vesting of such Equity Awards shall be accelerated as to be entered into by PubCo and the Executive extent set forth in Section 4 of this Agreement. In the event that (i) there is a “Change of Control” as defined in the Avocent Corporation 2005 Equity Incentive Plan (the “Award Agreements2005 Plan”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.) or a

Equity Awards. Within sixty (A60) PubCo shall grant days following the Effective Date and subject to the Executive two nonqualified options to purchase an aggregate approval of 916,686 shares of PubCo common stock (eachthe Compensation Committee, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option Employee shall be granted (i) 100,000 share-settled restricted share units (“Initial RSU Grant”) with respect to Parent that shall vest 50% on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first two-year anniversary of the Effective Date and thereafter ratably on a quarterly basis over the following 24 months, and (the ii) 500,000 nonqualified share options with respect to Parent (“Anniversary OptionInitial Option Grant”), with an exercise price equal to fair market value of an ordinary share of Parent on the date of grant that shall vest 25% on the one-year anniversary of the Effective Date and thereafter ratably on a quarterly basis over the following 36 months, with vesting in each case subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the ExecutiveEmployee’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date; provided, each of however, that (i) in the Initial Option and event Employee’s employment is terminated by the RSU Award shall vest and (as applicable) become exercisable (x) with respect Company without Cause or by the Employee due to 25% of Good Reason prior to the underlying shares on the first second anniversary of the Effective Date, the portion of the Initial RSU Grant and the Initial Option Grant that was scheduled to vest on or prior to the 12-month anniversary of such termination of employment, shall accelerate as of the date of such termination of employment and the remaining unvested portion of the Initial RSU Grant and Initial Option Grant shall terminate for no consideration as of such termination of employment and (yii) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the Initial RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (Grant and any restricted stock units that otherwise would vest on such vesting date Initial Option Grant shall be forfeited and canceled without consideration therefor). (C) Subject subject to accelerated vesting in the Executiveevent of Employee’s continued service with termination by the Company through without Cause or by the applicable vesting date, Employee due to Good Reason within two years following a Change in Control (as defined in the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive Cambium Networks Corporation 2019 Share Incentive Plan (the “Award Agreements2019 Plan”). Except as otherwise specifically provided in this Agreement, the Stock Options The Initial RSU Grant and the RSU Award Initial Option Grant shall be governed in subject to all respects by of the terms of and conditions of the 2019 Plan and the applicable Award AgreementCompany’s standard form of award agreements.

Equity Awards. (Aa) PubCo shall grant During the Employment Term, Executive will be eligible to participate in the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each▇▇▇▇▇▇ ▇▇▇▇, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date Inc. 2021 Omnibus Incentive Plan (the “Initial OptionIncentive Plan”) and the second Stock Option Company’s long-term equity incentive plan (the “LTIP”), as determined by the Board or the Compensation Committee, in its sole discretion. Except as otherwise specifically provided, nothing in this Agreement shall be construed to give Executive any rights to any amount or type of grant or award. Any equity awards shall be granted pursuant to, and subject to, the terms and conditions of the Incentive Plan, LTIP and an award agreement and authorized by the Board or the Compensation Committee. Without limiting the generality of the preceding, beginning with the 2022 annual grant cycle, Executive will be eligible to receive annual equity awards under the LTIP in such amounts generally consistent with the Company’s equity award guidelines as in effect from time to time and on such conditions as set forth in the applicable award agreement and the LTIP. For the 2022 annual grant cycle, Executive’s target annual equity award will have a grant date fair value equal to approximately 200% of Executive’s Base Salary, and shall vest 25% on each of the first anniversary four anniversaries of the Effective Date (the “Anniversary Option”)grant date, subject to the Executive’s continued employment with the Company through the applicable grant vesting date. Each Stock Option shall have an exercise price per share equal to . (b) Without limiting the Fair Market Value (as defined generality of Section 3.3(a), in PubCo’s 2019 Incentive Award Plan (consideration of Executive entering into this Agreement, following the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness filing of the Form S-8 with respect registration statement for the Company’s Incentive Plan, Executive will be eligible to PubCoreceive a one-time equity incentive award (the “Outperformance Grant”). For the avoidance of doubt, the Outperformance Grant is in addition to the grant previously made by the board of directors of the Company’s common predecessor on February 9, 2021. Executive’s Outperformance Grant will consist of 2,000,000 restricted stock issuable under the Planunits that will vest based on time and performance criteria, in each case, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each . The Outperformance Grant will time vest as to 100% on the 3rd anniversary of the Initial Option and the RSU Award shall Effective Date. The Outperformance Grant will performance vest and as to (as applicablei) become exercisable (x) with respect to 25% if and when the volume-weighted average price per share of the underlying shares Company’s common stock over 30 consecutive trading days (the “30-day VWAP”) at any time on or after the first 1st anniversary of the Effective Date but on or prior to the 3rd anniversary of the Effective Date, is above $15, (ii) 25% if and when the 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to the 4th anniversary of the Effective Date, is above $20, (iii) 25% if and when the 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to the 5th anniversary of the Effective Date, is above $25 and (yiv) as 25% if and when the 30-day VWAP at any time on or after the 1st anniversary of the Effective Date but on or prior to the remaining 75% 6th anniversary of the underlying sharesEffective Date, in substantially equal installments on each is above $30, provided that, if any of the 36 monthly anniversaries thereafter30-day VWAP targets in the foregoing clauses (i)–(iv) are not achieved by the respective specified deadlines, such 30-day VWAP target will be increased by 10% and the applicable 25% tranche of the Outperformance Grant with respect to that 30-day VWAP target (as increased) will vest if and when such increased 30-day VWAP target is achieved at any time within the 12-month period following the original deadline for such 30-day VWAP target. In addition, Any portion of the RSU Award shall vest on Outperformance Grant that has achieved both the time and performance vesting requirements will be settled in an applicable vesting date only if equal number of shares of the Fair Market Value per share is greater than $10 (and any restricted Company’s common stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through within 60 days following the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% . Any performance-vested portion of the underlying shares on Outperformance Grant that has not time vested will remain outstanding and eligible to time vest in accordance with the first foregoing. Except as otherwise provided in Section 4.2, upon the termination of Executive’s employment, any portion of the Outperformance Grant that has not both time and performance vested will be immediately forfeited. Notwithstanding any other provision of this Agreement or the Incentive Plan to the contrary, any portion of Outperformance Grant that has not both time and performance vested as of the 7th anniversary of the grant date, and (y) as Effective Date will be forfeited. The Outperformance Grant will be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options Incentive Plan and the RSU Award will be an award agreement that shall not include any terms inconsistent with those set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”this Section 3.3(b). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (A) PubCo shall grant Notwithstanding anything to the Executive two nonqualified options contrary set forth in any equity award agreements between the Company and Consultant (except in circumstances where treatment more favorable to purchase an aggregate Consultant is provided in any such equity award agreement), (x) any unvested Company equity awards granted prior to April 1, 2023 shall vest in full on the Termination Date; (y) any unvested time-vesting equity awards granted after April 1, 2023 which are scheduled to vest within the twelve (12) month period following the Termination Date shall vest in full on the Termination Date pursuant to this Section 4; and (z) any outstanding and unvested performance stock units granted after April 1, 2023 will vest as follows: (i) one-third (1/3) of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal the target number of shares of PubCo common stock, and underlying the first Stock Option shall be granted on performance stock units are eligible to vest if the Effective Termination Date is before the date which is two (the “Initial Option”2) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject years prior to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value Vesting Date (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant award agreement), (ii) two-thirds (2/3) of the target number of shares underlying the performance stock units are eligible to vest if the Termination Date is on or after the date and shall have an outside expiration date of ten which is two (2) years from the grant date. In addition, PubCo shall grant prior to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock Vesting Date but before the date which is one (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject 1) year prior to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Vesting Date, and (yiii) one hundred percent (100%) of the target number of shares underlying the performance stock units are eligible to vest if the Termination Date is on or after the date which is one (1) year prior to the Vesting Date. The portion of the performance stock units eligible to vest pursuant to this Section 4 will remain outstanding and eligible to be earned at the end of the applicable performance period based on the relative total shareholder return performance (or other applicable performance metric) as to the remaining 75% of the underlying shares, outlined in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting dateaward agreement and, if earned, will then be distributed to Consultant within sixty (60) days. For the Anniversary Option avoidance of doubt, Consultant’s Company equity awards shall remain outstanding and eligible to vest and become exercisable (x) with respect pursuant to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan applicable award agreement and the applicable Award AgreementCompany’s 2012 Second Amended and Restated Stock Incentive Plan during the Term.

Equity Awards. (A) PubCo shall grant to On or about the Effective Date, Executive two nonqualified options will be granted an option to purchase an aggregate of 916,686 100,000 shares of PubCo the Company’s common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and under the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the ExecutiveCompany’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 2017 Incentive Award Plan (the “2017 Plan”) on ). On or about the applicable grant date and shall have an outside expiration date of ten years from the grant date. In additionEffective Date, PubCo shall grant to the Executive a will also be granted 50,000 restricted stock unit award covering 139,175 shares of PubCo common stock units (the “RSU AwardInitial RSUs”)) under the 2017 Plan. The RSU Award shall be granted upon effectiveness Initial Option will vest over a three year vesting schedule as follows: thirty-three percent (33%) of the Form S-8 with respect to PubCo’s common stock issuable under Initial Option will vest on the Planfirst (1st) anniversary of the Effective Date and the remainder will vest in twenty-four (24) equal monthly installments thereafter, subject to the Executive’s continued employment through each such vesting date. The Initial Option will have an exercise price equal to the “Fair Market Value” per share of the Company’s common stock on the date of grant (and for this purpose, “Fair Market Value” as of the grant date. (B) Subject to date shall mean the Executive’s continued service with the Company through the applicable vesting date, each closing sales price for a share of the Initial Option and the RSU Award shall vest and (common stock as applicable) become exercisable (x) with respect to 25% of the underlying shares quoted on the first anniversary Nasdaq Stock Market system for such date or, if there is no closing sales price for a share of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments common stock on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, the closing sales price for a share of common stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board of Directors or its Compensation Committee deems reliable). The Initial RSUs will vest in three substantially equal annual installments on August 2, 2022, 2023 and (y) as 2024, subject to Executive’s continued employment through each such vesting date. The Initial Option shall be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and award agreement pursuant to which the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”)is granted. Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award The Initial RSUs shall be governed in all respects by subject to the terms of and conditions of the 2017 Plan and the applicable Award Agreementaward agreement pursuant to which the award is granted. Executive shall be eligible to receive future equity awards as determined in the discretion of the Board of Directors.

Equity Awards. (Ai) PubCo Promptly after the Start Date, Syniverse shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common 1,000,000 restricted stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date units (the “Initial OptionRSUs”) and under the second Stock Option shall 2011 Equity Plan of Syniverse Corporation, as it may be granted on the first anniversary of the Effective Date amended from time to time (the “Anniversary Option2011 Equity Plan”), subject and an award agreement thereunder. Subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option RSUs shall vest ratably over a 3-year period, with thirty-three and become exercisable one-third percent (x33 and 1/3%) with respect to 25% of the underlying shares RSUs vesting on the first each anniversary date of the grant date. (ii) Promptly after the Start Date, Syniverse shall grant Executive an option (the “First Option”) to purchase 1,500,000 shares of common stock of Syniverse, par value $0.01 (“Common Stock”), under the 2011 Equity Plan, and (y) as an award agreement thereunder. The exercise price per share subject to the remaining 75First Option shall equal the fair market value of a share of Common Stock on the date of grant, which, as of the date hereof, equals $10.00. Subject to Executive’s continued employment through the applicable vesting date, the First Option shall vest ratably over a 4-year period, with twenty five percent (25%) of the First Option vesting on each anniversary date of the grant date. (iii) Promptly after the Start Date, Syniverse shall grant Executive an option (the “Second Option”) to purchase 1,000,000 shares of Common Stock, under the 2011 Equity Plan, and an award agreement thereunder. The exercise price per share subject to the Second Option shall equal 200% of the underlying sharesfair market value of a share of Common Stock on the date of grant, in substantially equal installments which, as of the date hereof, equals $20.00. Subject to Executive’s continued employment through the applicable vesting date, the Second Option shall vest ratably over a 4-year period, with twenty five percent (25%) of the Second Option vesting on each anniversary date of the 36 monthly anniversaries thereaftergrant date. (Div) The terms and conditions Notwithstanding anything to the contrary in this Agreement or any award agreement with respect to any of the Stock Options or the RSUs, subject to Executive’s continued employment for the period beginning on the Start Date and ending on the date of the consummation of a Change in Control, any equity awards (including, without limitation, the RSUs and the RSU Award will be set forth Options) granted to Executive under the 2011 Equity Plan (or any successor thereto) that have not otherwise vested prior to such Change in separate award agreements Control shall become vested immediately prior to such Change in forms prescribed by PubCo, Control (and subject to be entered into by PubCo and the Executive (the “Award Agreements”consummation of such Change in Control). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. In consideration of the Executive entering into this Agreement and as a material inducement to join the Company, subject to approval of the Compensation Committee of the Board or a majority of the Independent Directors (Aas defined in the Inducement Plan) PubCo shall on the Board, on March 10, 2025 the Company will grant the following equity award to the Executive two nonqualified options pursuant to purchase an aggregate of 916,686 the Company's 2021 Employment Inducement Incentive Award Plan, as amended, (the "Inducement Plan"): a new hire non-qualified stock option ("Stock Option") to acquire 80,000 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo the Company’s common stock, and 52,000 restricted stock units (the first "RSUs"). The Stock Option shall will be granted a right to purchase shares of common stock of the Company once the Stock Option has vested, at an exercise price equal to the closing price of the Company’s common stock on the Effective Date (the “Initial Option”) and the second date of grant as reported by Nasdaq. The Stock Option shall be granted will vest over four years, with 25% vesting on the first annual anniversary of the Effective Date and the remaining 75% vesting in 36 equal monthly installments, for so long as the Executive remains in continuous service as a Service Provider (as defined in the “Anniversary Option”Inducement Plan, a "Service Provider"), such that subject to the Executive’s continued employment with service as a Service Provider, the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal be fully vested on the fourth annual anniversary of the Effective Date. This Stock Option will be subject to the Fair Market Value (as defined in PubCoExecutive’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date acceptance of a stock option agreement and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, notice and subject to the Executive’s continued employment through service as a Service Provider on each such date. All other terms and conditions of such awards shall be governed by the grant terms and conditions of the Inducement Plan and the applicable award agreement. The RSUs will be granted as a right to receive shares of the Company’s common stock according to the vesting schedule defined below. The Executive will have no right to the distribution of any common stock shares until the time (if ever) the RSUs have vested. Subject to approval of the Compensation Committee of the Board or a majority of the Independent Directors (as defined in the Inducement Plan) on the Board, the RSUs are granted on the 10th day of the month following the month in which the Effective Date occurs, or the last market trading day before the 10th, if the 10th falls on a weekend. The Executive’s RSUs will vest over four years in equal annual installments, commencing on the first of the month following the month in which the anniversary of the Effective Date occurs, and thereafter on each of the next three anniversaries of such date. (B) Subject , for so long as the Executive remains in continuous service as a Service Provider, such that subject to the Executive’s continued service with as a Service Provider, the Company through the applicable vesting date, each of the Initial Option and the RSU Award RSUs shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares be fully vested on the first of the month following the fourth anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafteryour start date. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall These RSUs will be forfeited and canceled without consideration therefor). (C) Subject subject to the Executive’s continued service acceptance of an RSU agreement and an award notice. The Executive acknowledges that the Executive will be responsible for tax liabilities associated with the Company through the applicable vesting date, the Anniversary Stock Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award AgreementRSUs.

Equity Awards. (A1) PubCo shall grant to As additional consideration for your services as Interim Chief Executive Officer, on December 18, 2006, the Executive two nonqualified options Company granted an option to purchase an aggregate of 916,686 250,000 shares of PubCo the Company’s common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have at an exercise price of $6.17 per share equal pursuant to the Fair Market Value (as defined in PubCoCompany’s 2019 2006 Incentive Award Plan (the “Plan”). The Initial Option is intended to be an “incentive stock option” (an “ISO”) on within the applicable grant date and shall have an outside expiration date meaning of ten years from Section 422 of the grant date. In additionInternal Revenue Code of 1986, PubCo shall grant as amended (the “Code”), to the maximum extent permitted by law. The Initial Option vests over four years in equal monthly installments, measured from December 1, 2006, subject to your continued service to the Company, including as a member of the Board, on each vesting date; provided, however, that the Initial Option shall automatically vest and become exercisable with respect to 50,000 shares upon the Effective Date, and, provided further, that the Initial Option automatically vests and becomes immediately exercisable with respect to an aggregate of up to 100,000 shares subject to the Initial Option as follows in the event that any of the following occur during the term of this Agreement: (i) with respect to 50,000 shares subject to the Initial Option upon the execution of a major collaboration agreement as determined by the Board in its discretion (which vesting event the Company September 19, 2007 acknowledges has occurred as of the Effective Date) and (ii) with respect to an additional 50,000 shares subject to the Initial Option upon achievement of target enrollment of the ASCENT-2 Study trial and expansion of the clinical development programs for Ascentar and AQ4N. In the event that immediately prior to the occurrence of an event described in the immediately preceding sentence the Initial Option is unvested with respect to less than 50,000 shares, it shall become fully vested in connection with such event. Upon the termination of your services under this Agreement, the Option shall cease to be subject to the foregoing accelerated vesting provisions (but as described above, will continue to vest if you continue your service as a member of the Board). (2) As additional consideration for your services as Interim Chief Executive a Officer, on May 9, 2007, the Company granted you restricted stock unit award covering 139,175 units with respect to 30,000 shares of PubCo the Company’s common stock (the “Initial RSU AwardGrant”)) pursuant to the terms of the Plan. The Initial RSU Award shall be granted Grant vests in three equal annual installments measured from May 9, 2007 based upon effectiveness your continued service to the Company, including as a member of the Form S-8 with respect Board, through each vesting date. (3) As additional consideration for your services as Chief Executive Officer, the Company shall grant you pursuant to PubCo’s common stock issuable under the Plan, subject to approval of the ExecutiveCompensation Committee of the Board, stock options to purchase an additional 531,250 shares of the Company’s continued employment through common stock (the grant date. (B) Subject “Second Option”). The Second Option shall be an ISO to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option maximum extent permitted by law and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect over four years in equal, monthly installments, measured from the Effective Date, subject to 25% of the underlying shares on the first anniversary of the grant date, and (y) as your continued service to the remaining 75% of the underlying shares, in substantially equal installments Company on each of the 36 monthly anniversaries thereafter. (D) vesting dates, including your service as a member of the Board. The Second Option shall be subject to the terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, the Plan and the agreement to be entered into by PubCo and evidencing the Second Option. The Second Option shall have a per share exercise price equal to the fair market value of a share of the Company’s common stock (as determined in accordance with the terms of the Plan) on the date of grant. (4) As additional consideration for your services as Chief Executive Officer, the Company shall grant you pursuant to the Plan, subject to approval of the Compensation Committee of the Board, restricted stock units with respect to an additional 100,000 shares of the Company’s common stock (the “Award AgreementsSecond RSU Grant”). Except The Second RSU Grant shall vest in three equal annual installments, measured from the [Effective Date], subject to your continued service to the Company on each of the vesting dates, including your service as otherwise specifically provided in this Agreement, a member of the Stock Options and the Board. The Second RSU Award Grant shall be governed in all respects by subject to the terms of and conditions of set forth in the Plan and the applicable Award Agreementagreement to be entered into evidencing the Second RSU Grant.

Equity Awards. (Aa) PubCo On the Commencement Date, or as soon as practical thereafter, the Company shall grant Executive (i) a stock option under its 2012 Equity Incentive Plan (as amended from time to time, the “2012 Plan”) to purchase 93,000 shares of the Company’s common stock at a per share exercise price equal to the Executive two nonqualified options to purchase an aggregate closing price of 916,686 the common stock on the ​ ​ date of grant (the “Time-Based Option”), and (ii) a restricted stock unit award in respect of 67,118 shares of PubCo the Company’s common stock (each, a the “Stock OptionRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. Each Stock The Time-Based Option shall cover an equal number vest as follows: (i) one-quarter of shares of PubCo common stock, and the first Stock Time-Based Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted will vest on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest Commencement Date; and (as applicableii) become exercisable the remaining balance will vest in equal monthly installments in arrears over the three (x3) with respect to 25% of the underlying shares year period commencing on the first anniversary of the Effective Commencement Date and ending on the fourth anniversary of the Commencement Date, and (y) as all subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with employment by the Company through and the applicable vesting dateterms of the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (10) years, subject to the Anniversary Option terms of this Agreement and the 2012 Plan. The shares underlying the Restricted Stock shall vest and become exercisable as follows: (x) with respect to 25% one-quarter of the shares underlying shares the Restricted Stock will vest on the first anniversary of the grant date, Commencement Date; and (y) as to the remaining 75% balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the underlying shares, in substantially equal installments Commencement Date and ending on each the fourth anniversary of the 36 monthly anniversaries thereafterCommencement Date, all subject to Executive’s continued employment by the Company and the terms of the 2012 Plan, except as otherwise set forth herein. (Dc) The terms and conditions At the sole discretion of the Stock Options and Board or the RSU Award will Company’s Compensation Committee, additional stock options or other equity-based awards may be set forth in separate award agreements in forms prescribed by PubCo, granted to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementfrom time to time.

Equity Awards. (Aa) PubCo shall grant to Contemporaneously with the Executive’s Start Date, the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock (each, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on 31,250 restricted stock units (“RSUs”), which number of RSUs represents 6,250 RSUs for the Effective Date (period October 4, 2006 through December 31, 2006 and 25,000 RSUs for the “Initial Option”) and the second Stock Option 2007 calendar year. The foregoing RSUs shall be granted vest in three equal annual installments commencing on the first anniversary of the Effective date of grant; provided that the performance objective established by the Committee in accordance with Exhibit B hereof is satisfied. The RSUs shall be subject in all respects to terms of the Restricted Share Agreement by and between the Company and the Executive to be dated as of the Start Date and in substantially the form pro- vided to the Executive as of the date hereof and Company’s 1994 Stock Option and Long-Term Incentive Plan, as amended and restated. (the “Anniversary Option”), subject to b) Contemporaneously with the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In additionStart Date, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness a nonqualified stock option to purchase a number of shares of the Form S-8 with respect to PubCoCompany’s common stock issuable under equal to a Black Scholes value for the Planoption of $1,156,000, subject to which represents $231,000 for the Executive’s continued employment period October 4, 2006 through December 31, 2006 and $925,000 for the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award 2007 calendar year. The foregoing option shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares in three equal annual installments commencing on the first anniversary of the Effective Date, date of grant and (y) as shall be subject in all respects to the remaining 75% terms of the underlying shares, Stock Option Agreement by and between the Company and the Executive to be dated as of the Start Date and in substantially equal installments on each the form provided to the Executive as of the 36 monthly anniversaries thereafter. In additiondate hereof and the Company’s 1994 Stock Option and Long-Term Incentive Plan, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (as amended and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)restated. (Cc) Subject As soon as reasonably practicable following the beginning of the 2008 calendar year, the Executive shall receive an additional grant of RSUs representing a number of shares of the Company’s common stock equal to $925,000 and an additional nonqualified stock option grant representing a number of shares of the Company’s common stock equal to a Black Scholes value for the option of $925,000, in each case based on the current stock price of a share of Company common stock on the date of grant. The foregoing RSU grant shall vest according to performance objectives established by the Committee in a manner similar to the Executive’s continued service performance objectives established with respect to the RSUs described in Section 4.03(a) above and in accordance with the Company through requirements of section 162(m) of the applicable vesting dateCode relating to the “performance-based” compensation (if any) and shall be subject to terms of the agreement pursuant to which it is granted (which shall reflect the provisions hereof) and the Company’s 1994 Stock Option and Long-Term Incentive Plan, the Anniversary Option as amended and restated. The foregoing nonqualified stock option grant shall vest and become exercisable (x) with respect to 25% of exercisable, as applicable, in equal annual installments over the underlying shares three-year period commencing on the first anniversary of the date of grant date, and (y) as shall be subject in all respects to the remaining 75% terms of the underlying sharesagreement pursuant to which it is granted (which agreement shall reflect the provisions hereof) and the Company’s 1994 Stock Option and Long-Term Incentive Plan, in substantially equal installments on each of the 36 monthly anniversaries thereafteras amended and restated, or under any replacement or successor plan. (Dd) The terms and conditions of For calendar years during the Stock Options and Employment Period following the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo2008 calendar year, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed eligible to receive equity awards as and when equity awards are granted to senior officers generally, with the amount and terms of such awards determined on the same bases as awards granted to senior officers generally. (e) All equity awards granted to the Executive shall be subject in all respects by to the terms of and conditions of the Plan and the applicable Award AgreementCompany’s Net Share Retention Program.

Equity Awards. (Ai) PubCo On the first trading day following the Company’s February 2022 earnings release, the Company shall grant to the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common stock Executive, under the Company’s 2020 Omnibus Incentive Plan (eachthe “Omnibus Plan”), a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and Options (as defined in the first Stock Option shall be granted on the Effective Date Omnibus Plan) having a Black-Scholes value equal to $3 million (the “Initial OptionOptions”). By value, one-third (1/3rd) of the Initial Options will have an Exercise Price (as defined in the Omnibus Plan) equal to $7.50, one-third (1/3rd) of the Initial Options will have an Exercise Price equal to $10.00 and the second remaining one-third (1/3rd) of the Initial Options will have an Exercise Price equal to $12.50; provided that the Exercise Price shall not be less than the Fair Market Value of a share of Common Stock Option shall be granted (each as defined in the Omnibus Plan) on the first anniversary date of grant. The Initial Options shall vest over the four-year period from the Effective Date (the “Anniversary Option”)Date, in substantially equal annual installments, subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option hereunder, and shall have an exercise price per share equal otherwise be subject to the Fair Market Value terms and conditions of the Omnibus Plan and a form of Award Agreement (as defined under the Omnibus Plan) reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.15 to the Company’s 2020 10-K. (ii) Commencing in PubCo’s 2019 Incentive Award the first quarter of 2022, and for each year during the Term thereafter, the Executive shall receive an annual equity grant under the Omnibus Plan (or successor plan) having a grant date value of not less than $6 million (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU AwardAnnual Grant”). The RSU Award Annual Grant shall be granted upon effectiveness in the same form (which may include performance stock units), be in the same proportion of award type (if multiple award types are grants), and have the same vesting conditions as applicable to other similarly situated executive officers receiving grants at the same time, as determined by the Compensation Committee. In the event of a Qualifying Retirement, any portion of the Form S-8 with respect then outstanding Annual Grants that would have vested on or prior to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective DateDate of Termination, and (y) as to the remaining 75% of the underlying sharesbut for such Qualifying Retirement, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall immediately vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on upon such vesting date shall be forfeited and canceled without consideration therefor)Qualifying Retirement. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (A) PubCo shall grant In addition to the other compensation set forth herein, Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common shall receive: (a) Effective on April 1, 2009 and April 1, 2010, restricted stock grant units (each, a “Stock OptionRS Units”). Each Stock Option shall cover an equal ) covering that number of shares of PubCo CGX common stockstock being the greater of (i) 12,500 shares or (ii) the number of shares obtained by dividing a number as determined by the Compensation Committee, but not less than $500,000, by the closing price per share of CGX common stock as reported on the New York Stock Exchange (or if not reported on the New York Stock Exchange, such other national exchange or quotation system on which CGX common stock is then quoted) on the last trading day immediately preceding such effective date. Such RS Units shall (i) vest on the annual anniversary of the date of grant in equal increments from the date of grant over a period of no greater than five years and the first Stock Option no less than three years and (ii) shall otherwise be granted in accordance with and subject to the terms set forth on the Effective Date form of CGX Restricted Stock Grant Unit approved by the Compensation Committee pursuant to the Consolidated Graphics, Inc. Amended and Restated Long-Term Incentive Plan, as the same may be amended from time to time (the “Initial OptionLTIP”). (b) and Options to purchase 450,000 shares of CGX common stock (the second Stock Option shall be “Options”), such options having been granted in May 2008 pursuant to the Prior Employment Agreement. Such Options (x) vest in 20% annual increments beginning on the first anniversary of the Effective Date date of grant and continuing thereafter, (y) expire on the “Anniversary Option”)earlier of (1) the 180th day following termination of employment or (2) the tenth anniversary of the date of grant, and (z) were granted in accordance with and subject to the Executive’s continued employment with terms of the Company through the applicable grant date. Each form of CGX Stock Option shall have an exercise price per share equal Agreement approved by the Compensation Committee pursuant to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date LTIP. Notwithstanding any provision of ten years from the grant date. In addition, PubCo shall grant this Agreement to the contrary, the Options and any other outstanding stock options held by Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted fully vested and exercisable upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant datea Trigger Date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. (Ai) PubCo The Company acknowledges the Executive’s existing equity grant(s) from the Company, which shall grant remain subject to the Executive two nonqualified options Company’s 2017 Omnibus Incentive Plan (as amended from time to purchase an aggregate of 916,686 shares of PubCo common stock (eachtime, a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock Option shall be granted on the Effective Date (the “Initial Option2017 Plan”) and the second Stock Option applicable written “LTI Agreement” between the Executive and the Company (collectively, the “LTI Documents”). (ii) Effective as of the Start Date, the Executive shall be granted on granted, pursuant to 2017 Plan, an equity award or award(s) covering the first anniversary Company’s common stock (collectively, the “LTI Grant”) and, each such applicable award agreement (a “LTI Grant Agreement”). The LTI Grant shall have a target grant date fair value for accounting purposes of the Effective Date $2,450,000 (the “Anniversary OptionLTI Grant Value”) The LTI Grant shall be comprised of fifty percent (50%) restricted stock units and fifty percent (50%) stock appreciation rights, each of which may be settled in shares of the Company’s common stock or cash, at the Company’s sole discretion, using, as applicable and as determined by the Company, a 30-day volume-weighted average stock price as of February 1, 2026 (i.e., the portion to be granted in restricted stock units shall be equal to 50% of the LTI Grant Value divided by such volume-weighted average stock price) and/or (if applicable as determined by the Company) a restricted stock unit-to-option conversion ratio determined consistent with the Company’s past practice and using such volume-weighted average stock price (i.e., the portion to be granted in stock appreciation rights shall be equal to 50% of the LTI Grant Value divided by such volume-weighted average stock price and adjusted pursuant to the restricted stock unit-to-option conversion ratio described above). The LTI Grant Agreements for both the stock appreciation rights and the restricted stock units comprising the LTI Grant shall provide that such awards shall vest in equal installments on each of the first three anniversaries of the Start Date, subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued continuous service with the Company through the applicable relevant vesting datedates. The LTI Grant shall be in lieu of any other long-term or equity incentive awards for which Executive might be eligible in respect of fiscal year 2026 and, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by subject to the terms of and conditions of set forth in the Plan and the applicable Award AgreementLTI Grant Agreement provided by the Company.

Equity Awards. (Ai) PubCo shall grant Subject to the approval of the Compensation Committee, the Company shall cause the Parent to give Executive two nonqualified an initial grant of options to purchase an aggregate of 916,686 one hundred and fifty thousand (150,000) shares of PubCo common stock of Parent (each, “Common Stock”) with a per share exercise price equal to the closing price of a share of Common Stock on the New York Stock Exchange on the date of grant (the “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and the first Stock The Option shall be granted on following the approval of the Compensation Committee which shall be no later than thirty (30) days following the Effective Date (Date. All stock option grants are made at the “Initial Option”) discretion of the Compensation Committee and the second Stock Company has no reason to believe that the Option will not be approved by the Compensation Committee. Executive will receive a stock option agreement that incorporates the terms of Parent’s equity incentive plan and sets forth the terms and conditions of the Option grant, including the vesting schedule and applicable exercise price, following approval thereof by the Compensation Committee. One Fourth (1/4th) of the shares subject to the Option shall be granted vest on the first anniversary of the Effective Date date of grant (the “Anniversary OptionFirst Vesting Date”), and an additional one-sixteenth (1/16th) of such shares shall vest every three (3) months following the First Vesting Date. Notwithstanding the terms of the equity incentive plan or the stock option agreement, in the event of (X) a Change in Control (as defined in the applicable equity incentive plan), the vesting of the Option shall automatically accelerate and all unvested shares of Common Stock subject to such Option shall then become fully vested and exercisable as of the effective date of the Change in Control; or (Y) in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason, and in either case such termination or resignation occurs prior to the one year anniversary of the grant date of the option, then, twenty-five (25%) percent of the shares of Common Stock subject to such Option shall automatically accelerate and become fully vested and exercisable. In such case, Executive shall have 180 days following the date of termination to exercise the vested shares under the Option. Such shares shall also be subject to the terms and conditions, including the vesting schedule, set forth in a stock option agreement and Parent’s equity incentive plan. (ii) Subject to the approval of the Compensation Committee, the Company shall cause the Parent to give Executive an initial grant of fifty thousand (50,000) shares of restricted Common Stock pursuant to a restricted stock award agreement to be entered into between Executive and Parent (“Restricted Common Stock”). The Restricted Common Stock shall be granted following the approval of the Compensation Committee which shall be no later than thirty (30) days following the Effective Date. Executive will receive a restricted stock award agreement that incorporates the terms of Parent’s equity incentive plan and sets forth the terms and conditions of the restricted shares, including the vesting schedule, following approval thereof by the Compensation Committee. The restrictions on the Restricted Common Stock shall lapse semi-annually with twenty percent (20%) of the total Restricted Common Stock vesting during the first year from the date of grant and forty(40%) vesting each year thereafter for the following two (2) years. Notwithstanding the terms of the equity incentive plan or the restricted stock agreement, (X) in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason immediately prior to or following a Change in Control, all restrictions on the Restricted Common Stock shall automatically lapse, or (Y) in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason, and in either case such termination or resignation occurs prior to the one year anniversary of the grant date of the Restricted Common Stock, all restrictions on twenty-five (25%) percent of the shares shall automatically lapse. After August 1, 2012, and subject to Executive’s continued employment with the Company through Company, Executive will receive an additional grant of ten thousand (10,000) shares of Restricted Common Stock of Parent, to be granted at the applicable grant next regularly scheduled meeting of the Compensation Committee following such date. Each Stock Option Such shares shall have an exercise price per share equal also be subject to the Fair Market Value (as defined terms and conditions, including vesting schedule, set forth in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCoagreement and Parent’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant dateequity incentive plan. (Biii) Subject The Parties acknowledge that Executive shall be eligible to receive annual equity grants on the Executive’s continued service same basis as other similarly situated senior executives of the Company and in accordance with the Company through equity compensation plans determined by the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying sharesCompensation Committee, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor)its sole discretion. (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and the RSU Award will be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement.

Equity Awards. On the third (A3rd) PubCo shall Business Day (defined below) following the Company’s filing with the Securities and Exchange Commission of restated financial results for its 2010 and 2011 fiscal years (this third Business Day, the “Grant Date”), the Company will grant to you a nonqualified stock option (the Executive two nonqualified options to purchase an aggregate of 916,686 shares of PubCo common “Option”) and a restricted stock award (each, a the “Restricted Stock OptionAward”). Each The Restricted Stock Option shall cover an equal Award will be for a number of shares with an aggregate value equal to $1,500,000 divided by the closing price of PubCo the Company’s common stock, and stock on the first Stock Nasdaq Global Select Market on the Grant Date. The Option shall be granted at an exercise price equal to the closing price of the Company’s common stock on the Effective Nasdaq Global Select Market on the Grant Date and will be for a number of shares with an aggregate value of $1,500,000 divided by the fair value of the Company’s stock options (using the “Initial Option”methodology assumptions of ASC 718) and utilizing the second closing price of the Company’s common stock on the Nasdaq Global Select Market on the Grant Date. A “Business Day” shall be any day in which purchases and sales of the Company’s common stock may be consummated on the Nasdaq Global Select Market. Both the Option and the Restricted Stock Award will vest over four years. The Option shall be granted vest as to 25% of shares subject to the award on the first anniversary of the Effective your Employment Date (the “First Anniversary OptionDate”), and the remainder will vest ratably quarterly over the three years following the First Anniversary Date, except as set forth in Section 9. The Restricted Stock Award will vest in four equal annual installments on each anniversary of the vesting commencement date, except as set forth in Section 9. Vesting of both the Option and the Restricted Stock Award is subject to your continued service on each such vesting date, as specified in the ExecutiveCompany’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 2005 Equity Incentive Award Plan (the “Plan”) ), the Stock Option Agreement, and the Restricted Stock Agreement governing your Option and Restricted Stock Award, respectively. The Compensation Committee may, in its sole discretion, provide you with additional long-term incentive awards based on annual competitive market review, compensation objectives and performance, with such terms as may be determined by the applicable Compensation Committee. Notwithstanding the foregoing, at the regularly scheduled grant date and shall have an outside expiration date cycle in the Fall of ten years from 2012, the grant date. In addition, PubCo Company shall grant you a long-term incentive award equal to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock an aggregate $2,000,000 (the “RSU 2012 LTI Limit”), comprised of cash, restricted stock, options, or other types of equity awards, or any combination of the foregoing, in the form determined by the Compensation Committee, in its sole discretion (the “2012 LTI Award”). The RSU vesting terms of the 2012 LTI Award shall be granted upon effectiveness no less favorable to you than the vesting terms of long-term incentive grants made to other executive officers in the Form S-8 with respect to PubCo’s common stock issuable Fall of 2012. The value of any equity-based awards under the Plan2012 LTI Award shall be determined in accordance with ASC 718 and generally accepted accounting principles, subject to as applicable. Except as set forth herein, the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Restricted Stock Award shall vest and (as applicable) become exercisable (x) with respect to 25% of have the underlying shares on the first anniversary of the Effective Date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The same general terms and conditions of as the Stock Options most recent long-term incentive grants to other executive officers and the RSU 2012 LTI Award will be set forth in separate award agreements in forms prescribed by PubCoshall have the same general terms and conditions as contemporaneous long-term incentive grants to other executive officers, to be entered into by PubCo and the Executive (the “Award Agreements”). Except except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award AgreementSection 9.

Equity Awards. i. Subject to the approval of the Compensation Committee, on or within five (A5) PubCo business days following the Commencement Date, the Company shall grant to the Executive two nonqualified options to purchase Executive, as an aggregate of 916,686 shares of PubCo common stock (eachinducement grant under the New York Stock Exchange exemption, in accordance with the applicable rules: A. a “Stock Option”). Each Stock Option shall cover an equal number of shares of PubCo common stock, and Options (as defined in the first Stock Option shall be granted on the Effective Date Omnibus Plan) having a Black-Scholes value equal to $1 million (the “Initial OptionOptions”), and having an Exercise Price equal to the Fair Market Value of a share of Common Stock (each as defined in the Omnibus Plan) on the applicable date of grant (the “Grant Date FMV”); and B. a number of time-based Restricted Stock Units (as defined in the Omnibus Plan) equal to $1 million divided by the Grant Date FMV (the “Initial RSUs”, and with the second Stock Option Initial Options, the “Initial Grant”). The Initial Grant shall be treated as if granted on under, and subject to the terms set forth in, the Company’s 2020 Omnibus Incentive Plan (the “Omnibus Plan”). The Initial Grant shall vest over the three-year period following the first anniversary of the Effective Date (Commencement Date, in substantially equal annual installments on each anniversary of the “Anniversary Option”)Commencement Date, subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company hereunder through the applicable vesting date, each of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Date, and (y) as otherwise be subject to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The terms and conditions of the Stock Options and Omnibus Plan and, in the RSU case of the Initial Options, a form of Award will be Agreement (as defined under the Omnibus Plan) reflecting the terms set forth in separate award agreements in forms prescribed by PubCoherein and otherwise consistent with the form filed as Exhibit 10.13 to the Company’s 10-K for the fiscal year ending December 31, to be entered into by PubCo and the Executive 2022 (the “Award Agreements2022 10-K”), and, in the case of the Initial RSUs, a form of Award Agreement reflecting the terms set forth herein and otherwise consistent with the form filed as Exhibit 10.11 to the 2022 10-K. ii. Except as otherwise specifically provided Commencing with the Company’s 2025 annual grant cycle (expected to occur in this AgreementMarch of each calendar year), and for each calendar year during the Term thereafter, the Stock Options Executive shall receive an annual equity grant under the Omnibus Plan (or successor plan) (the “Annual Grant”) commensurate with Executive’s role at the Company, with the type, vesting terms and the RSU Award shall be governed in all respects amount of such Annual Grant as determined by the terms Compensation Committee in its sole discretion in respect of and conditions of the Plan and the such applicable Award Agreementyear.

Equity Awards. In consideration for Executive entering into this Agreement, for each year of Executive’s employment hereunder, Executive shall be eligible to receive an annual equity award bonus (Athe “Equity Bonus”) PubCo shall grant pursuant to the Executive two nonqualified options to purchase an aggregate terms and conditions of 916,686 shares of PubCo common stock the Sunworks, Inc. 2016 Equity Incentive Plan (each, a the “Stock OptionPlan”). Each Stock Option shall cover an equal number of shares of PubCo common stockHowever, the decision to provide any Equity bonus and the first Stock Option amount and terms of any Equity Bonus shall be granted on in the Effective Date (sole and absolute discretion of the “Initial Option”) Compensation Committee of the Company’s Board of Directors and the second Stock Option shall be granted on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executiveterms of the Plan and the Company’s continued employment with annual bonus plan under which it is granted. Subject to the foregoing, in consideration of Executive entering into this Agreement, the Company through will grant to Executive common stock under the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Sunworks, Inc. 2016 Equity Incentive Award Plan (the “Plan”) as follows: 8.3.1. The Company will grant to Executive common stock under the Plan for a number of shares equal to $150,000 divided by the market price for common stock on the applicable grant date and shall have an outside expiration date of ten years from Commencement Date, which will vest on the grant dateCommencement Date. 8.3.2. In addition, PubCo shall The Company will grant to the Executive a restricted stock unit award covering 139,175 grant under the Plan for a number of shares of PubCo equal to $500,000 divided by the market price for the common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness as of the Form S-8 with respect Commencement Date, which shall vest in thirty-six equal monthly installments, as long as Executive is employed by the Company on said dates. 8.3.3. On the first and second anniversary of the Commencement Date, respectively, and on an each annual anniversary of the Commencement Date thereafter, as long as Executive is employed by Company on said dates, the Company will grant to PubCo’s Executive a restricted stock grant of common stock issuable under the PlanPlan for a number of shares equal to $500,000 divided by the market price for the common stock on the corresponding anniversary date, subject to the Executive’s continued employment through the which shall vest in thirty-six equal monthly installments over a three (3) year period following each grant date. (B) Subject 8.3.4. On each yearly anniversary of the Commencement Date, Executive shall be electable to receive a grant of common stock under the Plan for a number of shares to be determined by the Board, in its discretion, based on the Executive’s continued service with performance during the Company through prior year, up to $500,000 divided by the applicable vesting date, each market price for the common stock on the date of the Initial Option and the RSU Award shall vest and (as applicable) become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the Effective Dategrant, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award which shall vest on an applicable vesting the date only if that the Fair Market Value per share is greater than $10 (Compensation Committee and any restricted stock units that otherwise would vest on the Board approve such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable (x) with respect to 25% of the underlying shares on the first anniversary of the grant date, and (y) as to the remaining 75% of the underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. (D) The grant. All other terms and conditions of the Stock Options and the RSU Award will be set forth in separate such award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementaward agreement.

Equity Awards. (Aa) PubCo On the Commencement Date, the Company shall grant Employee (i) a stock option under its 2012 Equity Incentive Plan (the “2012 Plan”) to purchase 20,000 shares of the Company’s common stock at a per share exercise price equal to the Executive two nonqualified options to purchase an aggregate closing price of 916,686 the common stock on the date of grant (the “Time-Based Option”), and (ii) a restricted stock award for 15,000 shares of PubCo the Company’s common stock (each, a the “Stock OptionRestricted Stock”). (b) Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. Each Stock The Time-Based Option shall cover an equal number vest as follows: (i) one-quarter of shares of PubCo common stock, and the first Stock Time-Based Option shall be granted on the Effective Date (the “Initial Option”) and the second Stock Option shall be granted will vest on the first anniversary of the Effective Date (the “Anniversary Option”), subject to the Executive’s continued employment with the Company through the applicable grant date. Each Stock Option shall have an exercise price per share equal to the Fair Market Value (as defined in PubCo’s 2019 Incentive Award Plan (the “Plan”) on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant to the Executive a restricted stock unit award covering 139,175 shares of PubCo common stock (the “RSU Award”). The RSU Award shall be granted upon effectiveness of the Form S-8 with respect to PubCo’s common stock issuable under the Plan, subject to the Executive’s continued employment through the grant date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, each of the Initial Option and the RSU Award shall vest Commencement Date; and (as applicableii) become exercisable the remaining balance will vest in equal monthly installments in arrears over the three (x3) with respect to 25% of the underlying shares year period commencing on the first anniversary of the Effective Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (y10) as years, subject to the remaining 75% terms of this Agreement and the 2012 Plan. The shares underlying shares, in substantially equal installments on each of the 36 monthly anniversaries thereafter. In addition, the RSU Award Restricted Stock shall vest on an applicable vesting date only if the Fair Market Value per share is greater than $10 (and any restricted stock units that otherwise would vest on such vesting date shall be forfeited and canceled without consideration therefor). (C) Subject to the Executive’s continued service with the Company through the applicable vesting date, the Anniversary Option shall vest and become exercisable as follows: (x) with respect to 25% one-quarter of the shares underlying shares the Restricted Stock will vest on the first anniversary of the grant date, Commencement Date; and (y) as to the remaining 75% balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the underlying shares, in substantially equal installments Commencement Date and ending on each the fourth anniversary of the 36 monthly anniversaries thereafterCommencement Date, all subject to Employee’s continued employment by the Company and the 2012 Plan, except as otherwise set forth herein. (Dc) The terms and conditions At the sole discretion of the Stock Options and Board or the RSU Award will Company’s Compensation Committee, additional stock options or other equity-based awards may be set forth in separate award agreements in forms prescribed by PubCo, granted to be entered into by PubCo and the Executive (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the Stock Options and the RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreementfrom time to time.