Common use of Equity Compensation Clause in Contracts

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards awards, held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six twelve (612) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Equity Compensation. All unvested equity awardsSubject to the terms and conditions of this Agreement, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by the Employee on the Date of Termination shall be deemed vested eligible to receive, as additional compensation, awards of equity compensation (each an “Equity Award”), under the Company’s 2019 Equity Incentive Plan, as amended, or any successor equity incentive plan adopted by the Company from time to time after the Effective Date (the “Equity Plan”), including under the Company’s Long-Term Incentive Program adopted in 2023 under the Equity Plan (the “LTIP”). All Equity Awards shall be granted subject to the terms and exercisable on conditions of the Equity Plan and an equity award agreement (each, an “Award Agreement”) to be entered into between the Company and Employee as of the grant date of such Date Equity Award. The Company grants its employees Equity Awards as additional long-term incentive compensation to better align employees’ interests with those of Termination as if the Company’s stockholders. Accordingly, any Equity Award granted to Employee had been employed for an additional six (6) months following by the Date Company shall be subject to forfeiture until vesting. As set forth in the Equity Plan and the applicable Award Agreement, vesting of Termination. Notwithstanding the foregoing, if any option, right or award would, these Equity Awards may occur as a result of such accelerated Employee’s continued service with the Company through designated vesting and exercisability no longer qualify for exemption under Section 16 dates (a “Service-Based Award”), or as a result of the Exchange ActEmployee’s or the Company’s achievement of certain performance objectives established by the Board from time to time, then subject to Employee’s continued employment with the deemed acceleration Company through the date the ​ ​ Board determines the performance objective(s) has been achieved (a “Performance-Based Award”). Awards granted under the LTIP generally will consist of a Service-Based Award and a Performance-Based Award, both of which shall vest over a three-(3)-year period; however, the granting, term, composition, and amount of any Equity Awards granted under the LTIP and the Equity Plan are subject to the discretion of the vesting of such optionCompensation Committee (who administers the Equity Plan and all Equity Awards granted thereunder), right and nothing herein is, nor should it be interpreted or award shall apply but such optionconstrued as being, right an offer or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest guarantee that Employee would will be granted any Equity Award, including under the LTIP and the Equity Plan, at any time, or in any amount. For the avoidance of doubt, except as otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held agreed by the Company on stock owned or options exercised by in writing, Employee shall not be canceled on guaranteed any minimum Equity Award at any time during the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationEmployment Term.

Equity Compensation. All (i) Subject to the last sentence of this Section 5.5(f)(i), within thirty (30) days following the applicable Transition Date for each Transferred Employee, Purchaser will provide, or cause Holdings to provide, such Transferred Employee with equity-based compensation grants which are of equivalent value (determined by Intrinsic Value (including negative Intrinsic Value of underwater stock options) on the Transition Date) and have the same vesting terms (other than with respect to any performance vesting terms, which shall be deemed to not be in place) as the unvested equity awards, equity-based compensation grants (the “Unvested Grants”) held by such Transferred Employee on the Transition Date and giving effect to any pro rata vesting that occurs in connection with the transactions contemplated by this Agreement and their employment with Purchaser or one of its Affiliates (including, but not limited from and after the Closing, the Conveyed Companies) (such new grants, collectively, the “Converted Equity Awards”); provided, that, if a Transferred Employee is terminated by the Purchaser or one of its Affiliates for any reason other than for “cause” during the one (1) year period following the Closing Date, then any condition to vesting based on continued employment with Purchaser or its Affiliates shall (effective as of immediately prior to such termination) be eliminated such that any then-unvested portion of any Converted Equity Awards (such then-unvested equity, the “Continuing Vesting Equity”) held by such Transferred Employee will continue to vest pursuant to, and otherwise be subject to, the terms set forth in such Converted Equity Award notwithstanding that such Transferred Employee is no longer employed with Purchaser or one of its Affiliates (the “Continued Vesting”). Subject to the last sentence of this Section 5.5(f)(i), each Converted Equity Award shall have the same Intrinsic Value as of the date of grant that such Unvested Grant had on the Transition Date. Except as expressly set forth in this Section 5.5(f), neither Purchaser nor any of its Affiliates shall have any obligation or Liability with respect to any equity compensation grants or equity awards issued to, or held by, any Transferred Employee, Business Employee or Shared Service Employee. For the avoidance of doubt, (1) in no event will the Purchaser be required to issue any incentive stock options (i.e., options qualified under Section 422 of Code) in replacement of an Unvested Grant (even if such Unvested Grant so qualifies or is intended to so qualify) and (2) Unvested Grants shall include underwater stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination which shall also be deemed vested and exercisable on such Date of Termination included as if Employee had been employed for an additional six (6) months following the Date of TerminationConverted Equity Awards. Notwithstanding anything to the foregoingcontrary herein, if in no event will the Purchaser be required to issue Converted Equity Awards with an aggregate Intrinsic Value (disregarding in such calculation any option, right or award would, negative Intrinsic Value) as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration date of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal grant greater than $31,000,000. (ii) Notwithstanding anything to the value of such optioncontrary in Section 5.5(f)(i), right or awardPurchaser, in its sole discretion, may unilaterally elect, in lieu of the equity interest issuance of a Converted Equity Award, that any Unvested Grant held by a Transferred Employee would otherwise receive but employed in the countries listed in Schedule 5.5(f)(ii) of the Purchaser Disclosure Letter be cancelled in exchange for the lack payment of an exemption under Section 16 cash consideration to such Transferred Employee equal to the Intrinsic Value of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not such Converted Equity Award that would have otherwise violate the requirements of Section 409A of the Codebeen granted with respect thereto, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date date it would have been granted, less applicable Tax withholding. (iii) Prior to the Closing, and subject to the review and approval of TerminationPurchaser, Seller shall take any and all actions necessary to effect the transactions anticipated by this Section 5.5(f) under the applicable award agreements and Seller’s equity compensation plan(s), including adopting all resolutions and giving all requisite notices to each Transferred Employee holding Unvested Grants. Any materials to be submitted by Seller to the Transferred Employees holding Unvested Grants in connection with this Section 5.5(f) shall be subject to the prior review and approval of Purchaser (which shall not be unreasonably withheld). (iv) Seller shall take any and all actions necessary to effect the termination of participation of any Transferred Employee in Seller’s Employee Stock Purchase Plan as of the Effective Time.

Equity Compensation. All unvested equity awards(i) The Company has granted you a stock option under the Chimerix, includingInc. 2002 Equity Incentive Plan, but not limited toas amended (the “Stock Plan”) to purchase 800,000 shares of common stock of the Company (the “Initial Option”) at an exercise price equal to $0.44 per share with a vesting commencement date of June 8, stock options, stock appreciation rights and restricted stock awards held by Employee 2009 (the “Vesting Commencement Date”). One quarter of the Initial Option shall vest on the Date first anniversary of Termination the Vesting Commencement Date, and thereafter, the remaining portion of the Initial Option shall vest in equal monthly installments over the following 36 month period until the Initial Option is fully vested, subject to your continued employment by the Company through the applicable vesting dates, and subject to the terms of this Agreement; provided that the exercisability of the Initial Option shall be structured so that the Initial Option shall qualify in its entirety as an incentive stock option under the Code (as defined below). Except as provided herein, the Initial Option is subject to the terms and conditions of the Stock Plan and the Company’s standard form of stock option agreement. (ii) In addition, the Company has granted you a stock option under the Stock Plan to purchase 500,000 shares of common stock of the Company (the “Additional Option”) at an exercise price equal to $0.89 per share. One quarter of the Additional Option shall vest on the first anniversary of the Vesting Commencement Date, and thereafter, the remaining portion of the Additional Option shall vest in equal monthly installments over the following 36 month period until the Additional Option is fully vested, subject to your continued employment by the Company through the applicable vesting dates, and subject to the terms of this Agreement; provided that the vesting of the Additional Option shall be structured so that the maximum possible portion of the Additional Option shall qualify as an incentive stock option under the Code, and the remaining portion of the Additional Option will contain an early exercise provision. Except as provided herein, the Additional Option is subject to the terms and conditions of the Stock Plan and the Company’s standard form of stock option agreement. (iii) In addition, as soon as practicable following the date of this Agreement, the Company shall grant you two further options under the Company’s Stock Plan to purchase additional shares of common stock of the Company in an amount such that in the aggregate, you will have 5% of the total fully diluted ownership interest of the Company as of immediately following such option grants (and calculated after giving effect thereto) at an exercise price equal to the Fair Market Value (as defined in the Stock Plan) of the Company’s common stock on the date of such grant. The shares subject to such two option grants (the “CEO Option” and the “Performance Option”, respectively) shall be equivalent in number. The CEO Option shall vest in equal monthly installments commencing on the 1st of the month following your promotion to the position of the Company’s President and CEO and continuing thereafter for 47 months until the CEO Option is fully vested. The CEO Option shall vest subject to your continued employment by the Company through the applicable vesting dates described above, and subject to the terms of this Agreement. The Performance Option shall vest in equal monthly installments commencing on the 1st of the month following the satisfaction of the following conditions set forth in this subsection and continuing thereafter for 47 months until the Performance Option is fully vested: (A) the Company has executed a definitive agreement for a collaboration transaction triggering the payment of the Collaboration Bonus and has actually received gross cash proceeds of at least $30,000,000 pursuant to the definitive agreement for such collaboration transaction, and (B) the Company or the Spin-off Company (as defined below) has been awarded a grant from the Biomedical Advanced Research and Development Authority for the procurement of smallpox antiviral drug for the Strategic National Stockpile and has actually received gross cash proceeds of at least $100,000,000 from such grant; or (C) the satisfaction of such conditions as the Compensation Committee or Board may determine in its good faith discretion. The Performance Option shall vest subject to your continued employment by the Company through the applicable vesting dates described above, and subject to the terms of this Agreement. Except as provided herein, the CEO Option and the Performance Option will be subject to the terms and conditions of the Stock Plan and the Company’s standard form of stock option agreement. Notwithstanding anything to the contrary set forth herein or therein, no portion of the CEO Option shall vest in the event you are not first promoted to the position of the Company’s President and CEO, and no portion of the Performance Option shall vest in the event the relevant performance conditions specified above are not satisfied. (iv) The stock options to be received in the spin-out of the existing biodefense business and operations (the “Spin-off Company”) in accordance with Section 11(a) of the Stock Plan (the “Spin-off Options”) shall provide that for so long as you remain employed by either the Company or the Spin-off Company the Spin-off Options shall continue to vest and remain exercisable and the termination date of the Spin-off Options in the event of your termination of employment shall be determined based upon the later of your termination of employment with the Company or the Spin-off Company. (v) To the extent allowed pursuant to Section 422 of the Internal Revenue Code of 1986, as amended and the regulations and other guidance promulgated thereunder (the “Code”), each option referred to in subparagraphs (i), (ii) and (iii) hereof shall be deemed vested to be an incentive stock option and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of extent any option is non-qualified, such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of option shall contain an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationearly exercise provision.

Equity Compensation. As part of Employee’s compensation package Employee shall receive a non-qualified stock option (the “Option”) exercisable for a period of five years to purchase 15,000 shares of the Common Stock of the Company at a strike price of $1.50 per share. This option shall vest pro-rata over a 36-month period at the rate of 417 shares per month commencing on February 1, 2018. These options only vest if Fyoosion attains profitability post-closing. If Fyoosion is not profitable, the options shall not vest The terms related to Options are as follows: (i) All vested options must be exercised within 90 days from the termination of employment (ii) Options, whether vested or unvested equity awards, shall be immediately forfeited in the event of termination of employment for cause and including, but not limited to, stock optionsfraud, stock appreciation theft, Employee dishonesty and violation of Company policy; purchasing or selling securities of the Company without written authorization information guidelines, breaching any duty of confidentiality including that required competing with the Company; or a finding by the Company's Board that the Employee has acted against the interests of the Company Upon the occurrence of any of the following events, the Employee's rights and restricted stock awards held by Employee on the Date of Termination with respect to Options granted to him hereunder shall be deemed vested adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Employee and exercisable on the Company relating to such Date Options: If the shares of Termination as common stock shall be subdivided or combined into a greater or smaller number of shares or if Employee had been employed for an additional six (6) months following the Date Company shall issue any shares of Termination. Notwithstanding the foregoing, if any option, right or award would, its common stock as a result stock dividend on its outstanding common stock, the number of shares of common stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. - If the Company is to be consolidated with or acquired by another entity pursuant to an Acquisition, the Board of any entity assuming the obligations of the Company hereunder (the "Successor Board") shall either (i) make appropriate provision for the continuation of such accelerated vesting and exercisability no longer qualify Options by substituting on an equitable basis for exemption under Section 16 the shares then subject to such Options the consideration payable with respect to the outstanding shares of common stock in connection with the Exchange Act, then the deemed acceleration of the vesting of such option, right Acquisition; or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify (ii) terminate all Options in exchange for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the excess of the fair market value of the shares subject to such option, right Options over the exercise price thereof. - In the event of a recapitalization or award, in lieu reorganization of the equity interest that Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of common stock, the Employee would otherwise upon exercising Options shall be entitled to receive but for the lack of an exemption under Section 16 of purchase price paid upon such exercise the Exchange Actsecurities he would have received if he had exercised his Options prior to such recapitalization or reorganization. Any repurchase rights held - Except as expressly provided herein, no issuance by the Company on of shares of common stock owned of any class or options exercised securities convertible into shares of common stock of any class shall affect, and no adjustment by Employee reason thereof shall be canceled on made with respect to, the Date number or price of Terminationshares subject to Options. To the extent the acceleration of vesting and exercisability described No adjustments shall be made for dividends or other distributions paid in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A cash or in property other than securities of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationCompany.

Equity Compensation. All unvested equity awards(I) Within fifteen days after the Effective Date, includingExecutive will be granted a non-qualified stock option pursuant to the Company's Amended and Restated 2004 Employee, but not limited toDirector and Consultant Incentive Plan (the "Stock Plan") to purchase 100,000 shares of Company's common stock (the "Time Vested Option"). The Time Vested Option will be granted pursuant to an effective registration statement, stock optionsunder the Securities Act of 1933, stock appreciation rights that is filed with the Securities and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six Exchange Commission. The Time Vested Option (6i) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as will have a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment per-share exercise price equal to the fair market value of a Company common share as determined by the closing trading price of Company common shares on the grant date and (ii) will vest and become exercisable as to 1/36th of such option, right or award, in lieu share grant amount each month commencing as of the equity interest Effective Date, subject to Executive's continuous "Service" with the Company. For purposes of this Agreement, "Service" shall mean providing service to the Company (or any Company affiliate) as either a director, employee and/or consultant. (II) In the event that Employee would otherwise receive but Executive's Employment is terminated for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held Cause by the Company on stock owned or options exercised by Employee the unexercised portion of the Time Vested Option at the time of such termination shall be canceled on the Date of Termination. To the extent the acceleration of vesting immediately forfeited and exercisability described cancelled without consideration. (III) Except as otherwise provided in this Section 4(b)(ii) does not otherwise violate Agreement, the requirements of Section 409A Time Vested Option will be subject to the Company's standard terms and conditions for executive stock option awards and will be issued pursuant to and consistent with the terms of the CodeStock Plan which includes a provision that options may be exercised in accordance with a cashless exercise program established with a securities brokerage firm. All stock options granted to Executive will have a ten-year maximum term and any vested portions of such options will remain exercisable after Executive's Employment terminates as follows, this Agreement shall serve as an amendment subject to all of Employee’s outstanding stock the ten-year term: (i) if Executive's Employment terminates by the Executive with Good Reason or is terminated by the Company without Cause the options will remain exercisable for twelve (12) months, (ii) if Executive's Employment terminates voluntarily by the Executive without Good Reason such options, restricted stock awardswill remain exercisable for three (3) months, repurchase rights(iii) if Executive's Employment is terminated for Cause by the Company such options, will be forfeited as soon as the Executive is notified that he has been terminated for Cause as set forth in the Stock Plan, and stock appreciation rights (iv) if Executive's Employment terminates by reason of death or Disability (as of defined in the Date of TerminationStock Plan) such vested options will remain exercisable for twelve (12) months.

Equity Compensation. All unvested At the first regular meeting of the Compensation Committee held following the Effective Date, the Compensation Committee will approve the grant to Executive of the following equity awardsawards under the Company’s 2005 Performance Incentive Plan (the “2005 Plan”), including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee each such award to be effective on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 approval by the Compensation Committee (the “Grant Date”): • An option to purchase 1,000,000 shares of the Exchange ActCompany’s common stock, then with the deemed acceleration per share exercise price of such option to be the closing market price of a share of the vesting Company’s common stock on the Grant Date, the expiration date of such optionoption to be the day before the seventh anniversary of the Grant Date (subject to earlier termination as provided in the applicable award agreement), right or award shall apply but and such option, right or award shall not option to vest and become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 with respect to 25% of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to shares covered by such option on each of the value first four anniversaries of such option, right or awardthe Grant Date, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held each case subject to Executive’s employment by the Company through the applicable vesting date; and • An award of 25,000 restricted shares of the Company’s common stock, such award to vest with respect to 100% of the shares covered by the award on the first anniversary of the Grant Date, subject to Executive’s employment by the Company through the vesting date. In addition, provided Executive is then still employed by the Company, the Compensation Committee will approve the grant to Executive at the first regular meeting of the Compensation Committee held in January 2010 of an option to purchase 500,000 shares of the Company’s common stock, with the per share exercise price of such option to be the closing market price of a share of the Company’s common stock owned or options exercised on the date of such approval (the “January Grant Date”), the expiration date of such option to be the day before the seventh anniversary of the January Grant Date (subject to earlier termination as provided in the applicable award agreement), and such option to vest and become exercisable with respect to 100% of the shares covered by Employee such option on the fourth anniversary of the Effective Date, subject to Executive’s employment by the Company through the vesting date. Each of the foregoing awards will be evidenced by an award agreement in the Company’s standard form of award agreement for that particular type of award under the 2005 Plan and be subject to such other terms as are provided therein and in the 2005 Plan. Copies of the 2005 Plan and such forms of award agreements have been provided to Executive. The parties acknowledge and agree that the foregoing awards are intended to satisfy the Company’s obligation to grant equity incentive awards to Executive through 2011 (if employment continues through such period) and the parties do not anticipate that additional equity incentive awards will be granted to Executive prior to 2012. The amount, timing, and other terms of any future equity award grants to Executive shall be canceled on determined by the Date of Termination. To Board (or the extent the acceleration of vesting and exercisability described Compensation Committee) in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationits good faith discretion.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcJuded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awardsThe Company agrees to accelerate the vesting of stock options to purchase a total of 112,500 shares of Company common stock granted under the relevant Stock Option Agreements and the Company’s Stock Option Plan and to accelerate the vesting of a total of 12,500 performance shares granted pursuant to the Performance Share Agreement dated December 13, including2005 (the “Accelerated Performance Shares”) and the Company’s Stock Option Plan, but not limited toas detailed in Exhibit B to the Agreement. Notwithstanding the accelerated vesting, the Accelerated Performance Shares will be paid out to Employee in accordance with the original vesting schedule contained in the Performance Share Agreement dated December 13, 2005. Effective as of the “Effective Date” (as defined in Section 25 of the Agreement), Employee’s stock options listed on Exhibit C to the Agreement shall remain exercisable until the earlier of (1) the one-year anniversary of the Termination Date, or (2) the applicable scheduled expiration dates of such stock options as set forth in the relevant Stock Option Agreement. In all other respects, such options, all of Employees other vested options and the issuance of any shares shall continue to be governed by the terms and conditions of the Company’s Stock Agreements Except as provided herein or in the Agreement, all stock options, stock appreciation rights performance shares and restricted stock the shares issuable under such awards held by Employee on shall continue to be subject to the Date of Termination shall be deemed vested terms and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 conditions of the Exchange Act, then the deemed Company’s Stock Agreements. The acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from provided in this Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal 1(b) constitutes an amendment to the value of such option, right or award, Option Agreements and the Performance Share Agreement listed on Exhibit B and the option exercisability extension provided in lieu of this Section 1(b) constitutes an amendment to the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company Stock Option Agreements listed on stock owned or options exercised by Employee shall be canceled on the Date of Termination. Exhibit C. To the extent not explicitly amended hereby, the acceleration of vesting Stock Agreements remain in full force and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationeffect.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awards(a) Reference is made to Class A-1 Shares (the “Equity Compensation”) granted to Employee pursuant to any resolutions of the board of directors of the Company’s affiliate, includingAspect Software Group Holdings Ltd., but not limited toa Cayman Island company (“Parent”). (b) In addition to the Base Salary, stock options, stock appreciation rights and restricted stock awards held by Employee shall receive Equity Compensation valued at $250,000.00 per annum on the Date following terms: (i) The price of Termination the A-1 Shares shall be deemed vested the same as the price of Tranche I Options to purchase A-1 Shares under the Parent’s 2003 Share Purchase and exercisable on such Date Option Plan (the “Plan”) in effect at the date of Termination as if Employee had been employed for an additional six grant. (6ii) months following the Date The number of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects A-1 Shares granted to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on net of any applicable taxes that the Date Company is required to withhold. The Company shall provide Employee with a report of Termination. To each grant of Equity Compensation that details the extent price, number of shares and any such taxes withheld. (iii) The right to receive grants of Equity Compensation shall accrue quarterly in arrears, and shall be granted by the acceleration board of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A directors of the CodeParent pursuant to the Plan at the first board meeting following the quarter of accrual, this Agreement except that no grant shall serve be made after the first quarterly accrual and two quarters’ worth of shares shall be granted after the second quarterly accrual. (iv) In the event that the Employment Period is terminated, Employee shall receive the pro rata value in cash of the portion of Equity Compensation that has accrued, but has not been granted, through the date of termination. (v) The Equity Compensation shall be reviewed on an annual basis at the same time as an amendment the annual review of Base Salary. (c) In the event the Company chooses to all of Employee’s outstanding stock optionsexercise its Repurchase Option under the Plan, restricted stock awards, repurchase rights, and stock appreciation rights Employee shall receive the Fair Market Value price per share as of the Termination Date of Termination(as these capitalized terms are defined in the Plan).

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive’s options to purchase shares of IAC common stock (“IAC Options”), IAC RSUs and any other equity awards based on IAC common stock that are unvested as of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term. In the event that (i) Executive resigns prior to the expiration of the Term due to a material breach of this Agreement by IAC (or any successor to IAC) that is not cured by IAC (or its successor) promptly after notice from the Executive (“good reason”), (ii) Executive is terminated by IAC without cause prior to the expiration of the Term or (iii) IAC delivers a Non-Renewal Notice, then any IAC Options, IAC RSUs and any other compensation awards of Executive based on, or in the form of, IAC common stock equity awards, includingthat are outstanding and unvested at the time of such termination but which would, but not limited tofor a termination of employment, stock optionshave vested during the one year period following such termination of employment (the “Severance Period”) shall vest as of the date of such termination of employment; provided, stock appreciation rights however, that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the Severance Period than if it had vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if ▇▇▇ ▇▇▇▇ were granted 2.7 years prior to the date of termination and restricted stock awards held by Employee vested pro rata on the Date first five anniversaries of Termination the grant date and ▇▇▇ ▇▇▇▇ were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination, 20 RSUs from the first award and 40 RSUs from the second award would vest); and, provided further, that any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall be deemed vested vest only if, and exercisable on at such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Terminationpoint as, such performance conditions are satisfied. Notwithstanding the foregoing, if and for avoidance of doubt, so long as Executive continues to serve on the Board of Directors of IAC, any optionIAC equity awards held by Executive shall continue to vest. Following any termination of Executive’s employment, right or award would, any then-vested IAC Options of Executive (including IAC Options vesting as a result of such accelerated vesting and exercisability no longer qualify for exemption under this Section 16 of 5) shall remain exercisable through the Exchange Act, then date that is eighteen (18) months following the deemed acceleration of the vesting date of such optiontermination or, right or award shall apply but such optionif earlier, right or award shall not become exercisable until through the earliest scheduled expiration date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationIAC Options.

Equity Compensation. All unvested equity awards(a) On the Effective Date, includingCompany shall issue to Executive an option for the purchase of 100,000 shares of Company’s common stock pursuant to the ClearSign Combustion Corporation 2011 Equity Incentive Plan, but not limited to, as amended from time to time (the “Plan”). Such option shall be an incentive stock options, option to the extent permitted under the Internal Revenue Code (the “Code”). The per share exercise price of such option will be equal to the closing price of Company’s common stock appreciation rights and restricted stock awards held by Employee on the Date grant date thereof and the term of Termination such option shall be deemed vested and 10 years. Such option will vest entirely on the first anniversary of the Effective Date (or, alternatively, such option shall be immediately exercisable on such Date but the shares issuable upon exercise thereof shall be subject to a Company repurchase right at the exercise price in the event Executive’s employment hereunder terminates, which repurchase right shall lapse upon the first anniversary of Termination as if Employee had been employed for an additional six the Effective Date). (6b) months following the Date of Termination. Notwithstanding In addition to the foregoing, if any optionin the event (1) Company’s shareholders duly approve an increase in the number of shares issuable under the Plan or approve the adoption of a new equity incentive plan, right or award would(2) the number of shares issuable under the Plan are sufficiently increased by operation of Section 3.2(i) thereunder on or before the date of the next annual meeting of Company shareholders following the Effective Date, as a result then Company shall grant Executive an additional option to purchase at least 200,000 shares of common stock. Such option shall be an incentive stock option to the extent permitted under the Code. The per share exercise price of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment option will be equal to the value closing price of Company’s common stock on the grant date thereof and the term of such option, option shall be 10 years. The right or award, in lieu to purchase 100,000 shares of common stock will vest on the first anniversary of the equity interest that Employee would otherwise receive but for grant date and the lack right to purchase 100,000 shares of an exemption under Section 16 common stock will vest on the second anniversary of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee grant date (or, alternatively, such option shall be canceled immediately exercisable but the shares issuable upon exercise thereof shall be subject to a Company repurchase right at the exercise price in the event Executive’s employment hereunder terminates, which repurchase right shall lapse as to 100,000 shares of common stock on the Date first anniversary of Terminationthe grant date and as to 100,000 shares of common stock on the second anniversary of the grant date). To Executive acknowledges that the extent requisite shareholder approval described above may not be obtained and that a sufficient increase in the acceleration number of vesting and exercisability described Plan shares by operation of Section 3.2(i) of the Plan may not occur on or before the date of the next annual meeting of shareholders. In such case, the number of option shares specified in this Section 4(b)(ii6(b) does not otherwise violate will be reduced as determined by the requirements compensation committee of Section 409A Company’s board of directors in its sole discretion, provided that Company shall negotiate with Executive in good faith as to the Code, this Agreement shall serve as an amendment provision of substitute consideration to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of Executive to the Date of Terminationextent reasonably practicable.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in Penn-America's Performance Based Long-Term Equity Compensation Plan (the "Restricted Share Plan"), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. Penn-America may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL ("UNGL Shares"), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the "Merger Price"). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by Penn-America prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 60% of Executive's then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. As part of Employee’s compensation package Employee shall receive a non-qualified stock option (the “Option”) exercisable for a period of five years to purchase 100,000 shares of the Common Sock of the Company at a strike price of $1.50 per share. This option shall vest pro-rata over a 36-month period at the rate of 2,777 shares per month commencing on February 1, 2018. These options only vest if Fyoosion attains profitability post-closing. If Fyoosion is not profitable, the options shall not vest The terms related to Options are as follows: (i) All vested options must be exercised within 90 days from the termination of employment (ii) Options, whether vested or unvested equity awards, shall be immediately forfeited in the event of termination of employment for cause and including, but not limited to, stock optionsfraud, stock appreciation theft, Employee dishonesty and violation of Company policy; purchasing or selling securities of the Company without written authorization information guidelines, breaching any duty of confidentiality including that required competing with the Company; or a finding by the Company's Board that the Employee has acted against the interests of the Company Upon the occurrence of any of the following events, the Employee's rights and restricted stock awards held by Employee on the Date of Termination with respect to Options granted to him hereunder shall be deemed vested adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the Employee and exercisable on the Company relating to such Date Options: If the shares of Termination as common stock shall be subdivided or combined into a greater or smaller number of shares or if Employee had been employed for an additional six (6) months following the Date Company shall issue any shares of Termination. Notwithstanding the foregoing, if any option, right or award would, its common stock as a result stock dividend on its outstanding common stock, the number of shares of common stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. - If the Company is to be consolidated with or acquired by another entity pursuant to an Acquisition, the Board of any entity assuming the obligations of the Company hereunder (the "Successor Board") shall either (i) make appropriate provision for the continuation of such accelerated vesting and exercisability no longer qualify Options by substituting on an equitable basis for exemption under Section 16 the shares then subject to such Options the consideration payable with respect to the outstanding shares of common stock in connection with the Exchange Act, then the deemed acceleration of the vesting of such option, right Acquisition; or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify (ii) terminate all Options in exchange for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the excess of the fair market value of the shares subject to such option, right Options over the exercise price thereof. - In the event of a recapitalization or award, in lieu reorganization of the equity interest that Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of common stock, the Employee would otherwise upon exercising Options shall be entitled to receive but for the lack of an exemption under Section 16 of purchase price paid upon such exercise the Exchange Actsecurities he would have received if he had exercised his Options prior to such recapitalization or reorganization. Any repurchase rights held - Except as expressly provided herein, no issuance by the Company on of shares of common stock owned of any class or options exercised securities convertible into shares of common stock of any class shall affect, and no adjustment by Employee reason thereof shall be canceled on made with respect to, the Date number or price of Terminationshares subject to Options. To the extent the acceleration of vesting and exercisability described No adjustments shall be made for dividends or other distributions paid in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A cash or in property other than securities of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationCompany.

Equity Compensation. All unvested equity awardsDuring the Employment Term, includingthe Executive will be eligible to participate in the Company’s MOP and any other incentive, but not limited toequity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award wouldin each case, as may be in effect from time to time and as may be determined by the Board. The Committee will, as soon as practicable after the Effective Date, award 150,000 Option Rights (the “Initial Grant”), which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that in the event that (i) to the extent such amendment is necessary to effectuate the grant hereunder, the Company’s stockholders shall fail to approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a result Change of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 Control or June 30, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Exchange Act, then Effective Date and which Blackstone shall vote for (the deemed acceleration of “Amendment”) or (ii) the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until Executive fails to make the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, Investment in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee in accordance with Section 8 of this Agreement, the Initial Grant shall immediately be canceled on the Date void ab initio and of Terminationno further force and effect. To the extent such amendment is necessary to effectuate the acceleration grant hereunder, failure to obtain stockholder approval for the Amendment by the earlier of vesting and exercisability described in a Change of Control or June 30, 2009 shall be a breach of this Section 4(b)(ii4(c) does not otherwise violate and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Section 409A of Control” (as such term is defined in the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of TerminationControl definition in effect as of the Effective Date constituting a “Change of Control”). Shares acquired on exercise of any stock option will be subject to the terms and conditions of the Stockholders’ Agreement. The Company and the Executive acknowledge that they will agree to provide the Company with the right to require the Executive and other executives of the Company to waive any registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if the Executive’s employment is terminated without Cause or for Good Reason, then the Executive shall fully vest upon the date of termination in any grant made under such IPO bonus plan.

Equity Compensation. In accordance with the terms of The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan and The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (each a “Plan”), the individual award agreements between Employee and Company and subsequent action by the Company’s Compensation Committee: (a) All unvested currently outstanding equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination grants shall be deemed fully vested and exercisable on the Termination Date with the exception of any grant(s) received by Employee in the 2016 calendar year, which, if granted in the past or the future, will be immediately forfeited as of the Termination Date. i. Employee will have until June 30, 2018, to exercise all vested awards that are stock options for which the award price is not less than the market price on the Termination Date. ii. Any Incentive Stock Options (“ISOs”) not exercised within three (3) months of the Termination Date will be converted into Non-Qualified Stock Options (“NQSOs”). iii. Any options not exercised by June 30, 2018, will be forfeited. iv. Restricted Stock that has been vested will be transferred immediately, without restrictions, upon expiration of the Revocation Period described in Paragraph 20 below. v. Restricted Stock Units will be paid out as cash payments, equal to the amount calculated at 100% of the target award, at such Date of Termination time as the payments would have been paid if Employee had been remained employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled Company. (b) The parties agree that the schedule on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of next page represents Employee’s outstanding stock optionsequity grants by type and date, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date date of Termination.this Agreement, with the exception that the amounts and numbers in the schedule represent Employee’s equity grants as expressed in Manitowoc shares and have not yet been adjusted based on the post-spinoff calculations: *Target award, based upon 100% of performance target

Equity Compensation. All unvested equity awardsEmployee shall be eligible to participate in the 2005 Equity Compensation Plan, including, but not limited toand any successor plan providing for compensation in the form of restricted or unrestricted stock, stock optionsoptions and other equity-related compensation provided by the Company to its employees. (i) The initial grant of the Stock Options to be granted pursuant to the Company’s 2005 Equity Compensation Plan shall be granted on February 1, 2008 (regardless of whether Employee is employed by Company on that date) and shall not be less than 33,334 options to purchase the common stock appreciation rights and restricted of the Company. The exercise price of such options shall be the price of the Company’s stock awards held by Employee at market close on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 date of the Exchange Act, then grant. These options shall: (i) fully vest on the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award date granted; (ii) shall not become exercisable until expire in less than five (5) years from the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Actgrant, unless Employee instead timely elects ceases to receive a single lump sum cash payment equal be employed by Company, in which case such options will expire pursuant to the value of such option, right or award, in lieu terms of the equity interest Company’s 2005 Equity Compensation Plan and the Stock Option Agreement relating to such shares; and (iii) shall be subject to other standard terms and conditions under the 2005 Equity Compensation Plan. Employee agrees that Employee would otherwise receive but for the lack of an exemption under Section 16 foregoing options shall be subject to the lockup provisions as required by the Company's investment bankers in conjunction with a private placement offering conducted during February, 2006. In the event Employee’s employment terminates before the anticipated date that these options are to grant and vest, such options will be granted and immediately vest as of the Exchange Act. Any repurchase rights held date of employment separation. (ii) Unless Employee is terminated by the Company for Cause on stock owned or options exercised by Employee before August 1, 2008, a second grant of Stock Options shall be canceled granted pursuant to the Company’s 2005 Equity Compensation Plan on August 1, 2008 and shall not be less than 33,334 options to purchase the common stock of the Company. The exercise price of such options shall be the price of the Company’s stock at market close on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A date of the Codegrant. These options shall: (i) fully vest on the date granted; (ii) shall not expire in less than five (5) years from the date of grant, this unless Employee ceases to be employed by Company, in which case such options will expire pursuant to the terms of the Company’s 2005 Equity Compensation Plan and the Stock Option Agreement relating to such shares; and (iii) shall serve be subject to other standard terms and conditions under the 2005 Equity Compensation Plan. Employee agrees that the foregoing options shall be subject to the lockup provisions as an amendment to all of required by the Company's investment bankers in conjunction with a private placement offering conducted during February, 2006. In the event Employee’s outstanding stock optionsemployment terminates before the anticipated date that these options are to grant and vest, restricted stock awards, repurchase rights, such options will be granted and stock appreciation rights immediately vest as of the Date date of Terminationemployment separation. (iii) Should this Agreement be renewed for a subsequent Contract Term, a subsequent grant of stock options to be granted pursuant to the Company’s 2005 Equity Compensation Plan shall be granted on August 1, 2008 and shall not be less than 133,336 options to purchase the common stock of the Company. The exercise price of such options shall be the price of the Company’s stock at market close on the date of the grant. These options shall: (i) vest according to the schedule set forth below; (ii) shall not expire in less than five (5) years from the date of grant, unless Employee ceases to be employed by Company, in which case such options will expire pursuant to the terms of the Company’s 2005 Equity Compensation Plan and the Stock Option Agreement relating to such shares; and (iii) shall be subject to other standard terms and conditions under the 2005 Equity Compensation Plan. Employee agrees that the foregoing options shall be subject to the lockup provisions as required by the Company's investment bankers in conjunction with a private placement offering conducted during February, 2006. Vesting Schedule: · 33,334 stock options on February 1, 2009 · 33,334 stock options on August 1, 2009 · 33,334 stock options on February 1, 2010 · 33,334 stock options on August 1, 2010 In the event of a Change in Control, as that term is defined in the 2005 Equity Compensation Plan, or if Employee’s employment is terminated by the Company without Cause after May 12, 2008 but before the anticipated date that these options set forth in Section 5(d)(iii) are to vest, all unvested options that are scheduled to vest within one year after Employee’s separation of employment will immediately vest as of the date of employment separation. In the event Employee’s employment is terminated in any manner other than by the Company without Cause after May 12, 2008, but before the anticipated date that these options set forth in Section 5(d)(iii) are to vest, no unvested options will vest. In the event Employee is offered and accepts the position of Chief Executive Officer, all options set forth in this Agreement that have not yet vested will become null and void, and Employee’s right to further options will be defined in a separate Agreement.