Common use of Equity Clause in Contracts

Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.

Equity. The equity awards held by (i) Following the Effective Date and subject to Board approval, the Company will grant to the Executive shall continue an option to purchase shares of the Company’s common stock that represents 1% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be governed by fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) plan (collectively, the “Equity Documents”); provided, howeverthat, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that set forth therein, if the Executive’s employment is terminated with the Company terminates due to a termination by the Company without Cause or by the Executive for with or without Good ReasonReason (each, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with as defined below), then the Executive for will have a period of up ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to one year after exercise any vested portion of the Date Option Grant), and all vesting of Termination the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), provided which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 1% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $200,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in no event the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $200,000,000 in the aggregate (with the Executive be eligible not having any entitlement to receive any cash compensation from Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $200,000,000, such that the Executive’s ownership stake could decrease below 1% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $200,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 1% of the fully-diluted common stock of the Company during such consulting relationship except due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. Furthermore, the Executive will have the opportunity to co-invest alongside the Major Investors in connection with any Investor Funding Event (regardless of whether the Executive receives a Potential Future Option Grant in connection with any Investor Funding Event), provided, that, (I) the Executive’s co-investment must be made personally or by way of a controlled family trust; (II) the amount of the Executive’s co-investment will be subject to pro-rata cutback alongside the other investors making an investment in connection with the Investor Funding Event; and (III) the purchase price that the Executive will be required to pay in connection with the co-investment will be the same as set forth in the purchase price paid by the Major Investors, and otherwise, the Executive’s co-investment will be subject to the terms and conditions set forth in the relevant governing documents. (iv) For the avoidance of Sections 5 or 6 of this Agreement; provided furtherdoubt, that (A) the Option Grant, any such consulting relationship Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a consulting agreement that will contain, among other provisions, the Company’s then current standard general release “change of claims against the Company and all related persons and entities and, control,” (a Covered Transaction as defined in the Company’s sole discretionequity incentive plan), a one year post-employment noncompetition agreementsuch that if the Cumulative Grants are assumed, and shall include a seven (7) business day revocation period; (ii) continued or substituted by the acquirer in the event that “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason, in each case, during Reason following the Change in Control Period (as defined below), all “change of control” and prior to full vesting of the then-outstanding and Cumulative Grants, then 100% of any unvested portion of the Executive’s stock options Cumulative Grants will vest in full upon such termination; and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to if the Executive prior to Cumulative Grants are not assumed, continued or substituted by the Effective Date and are subject to performance-based vesting (acquirer in the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as change of control,” then 100% of any unvested portion of the Date Cumulative Grants will vest in full upon the consummation of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance “change of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply control,” subject to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to continued employment with the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of Company through such awards (if any) will be addressed in the applicable award agreementsconsummation.

Equity. (a) The equity awards held by first three paragraphs of Section 5 (Equity) of the Agreement are hereby replaced in their entirety as follows: “Executive shall continue was previously granted a performance share award (the “PSAs”) under the Company’s 2019 Equity Incentive Plan and 400,000 time-vested restricted stock units under the Company’s 2020 Equity Incentive Plan (as amended, replaced or otherwise modified, the “Plan”, and such grant the “Prior RSU Award”). On the Effective Date of the Second Amendment to be governed by this Agreement, the terms and conditions Board (or its Compensation Committee) will grant Executive an award of restricted stock units (“RSUs”) under the Plan (the “Additional RSU Award” and, together with the Prior RSU Award, the “RSU Award”) entitling Executive to 241,444 shares of the Company’s applicable equity incentive plan(sCommon Stock, which RSUs shall vest on the following schedule, subject to Executive’s continued service through each such date as the Company’s Chief Executive Officer, other than as provided below in the case of termination by the Company without Cause or due to Executive’s death: · 81,444 on January 9, 2026; and · 160,000 on January 9, 2027. The Additional RSU Award will be subject to the Plan and the form of award agreement thereunder approved by the Board (or its Compensation Committee) and will provide that (i) tax withholdings required in connection with the applicable award agreement(svesting of the RSUs and settlement of shares with respect thereto shall be satisfied by a share withholding procedure pursuant to which the Company will withhold, immediately as shares are issued under the Additional RSU Award, a portion of those shares with a fair market value (measured as of the issuance date) equal to the statutory minimum withholding amount and (collectively, ii) that each RSU will be settled upon vesting in one share of the “Equity Documents”); provided, however, and notwithstanding Company’s common stock. Notwithstanding anything to the contrary in this Agreement, any unvested portion of the RSU Award will accelerate vesting and become 100% vested if, on or prior to the applicable option agreement or other stock-based award agreement: (i) in the event that the vesting date, Executive’s employment is terminated by the Company without Cause or by due to Executive’s death. For this purpose, “Cause” shall consist of a termination due to the following as specified in the notice of termination (and in each case Executive for Good Reasonfails to cure within thirty (30) days of delivery of such notice of termination, the Company will negotiate in good faith except as to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination clauses (as defined belowv) or (vi), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date which shall not be subject to acceleration cure) (i) Executive’s failure, subject to the relaxed standard in Section 1(b), to substantially perform the fundamental duties and responsibilities associated with the position(s) he holds for any reason, including Executive’s failure or refusal to carry out reasonable instructions; (ii) Executive’s material breach of any material written Company policy; (iii) Executive’s gross misconduct in the performance of Executive’s duties for the Company; (iv) Executive’s material breach of the terms of this Agreement; (v) Executive being convicted of, or pleading nolo contendere or equivalent to, any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a “statutory disqualifying event” (as defined under federal securities laws, rules and regulations). Prior to any termination for Cause, and subsequent to any applicable thirty (30) day period of time within which Executive may be permitted to cure, Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event, and after such hearing, there must be at least a majority vote of the full Board (other than Executive) to terminate him for Cause. After providing the notice in foregoing sentence, the Board may suspend Executive with full pay and benefits until a final determination pursuant to this subsectionparagraph has been made.” (b) Effective as of the Effective Date of the Second Amendment to this Agreement, the PSAs with a Performance Condition of (i) Monthly Recurring Revenue equal to or more than $5.0 million for two consecutive calendar months and the vesting and any acceleration (ii) Volume Weight Average Price “VWAP” in excess of vesting of such awards ($50 on The Nasdaq Stock Market LLC over 20 Consecutive Trading Days shall be amended to provide that, if any) will be addressed in the applicable award agreementsPerformance Condition is not achieved on or prior January 9, 2027, the portion of the PSA corresponding to such condition shall not vest and shall be forfeited by Executive. The PSAs are amended only as expressly provided in this Amendment and shall otherwise continue in full force and effect in accordance with the terms of the 2019 Plan and applicable Notice of Award of Performance Shares.

Equity. The Any equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and provided that notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: the Equity Documents, in the event of (i) the Executive’s death, (ii) termination of Executive’s employment due to disability (as defined below), or (iii) the Executive’s termination of his employment hereunder with Good Reason (as defined below), 100% of any unvested shares under the incentive and non-qualified stock options granted to the Executive on September 8, 2018, October 18, 2018 and January 19, 2019 (the “Initial Equity Awards”) shall vest upon the Executive’s Date of Termination (as defined below). In addition, upon the earlier of (x) six (6) months after the consummation of a Sale Event (as defined in the Company’s 2019 Stock Option and Incentive Plan, as amended and restated thereafter from time to time, or its successor (the “Plan”)) and (y) termination of the Executive’s employment upon or following the consummation of a Sale Event for any reason other than for Cause, 100% of any unvested shares of the Initial Equity Awards shall vest effective as the date of the event set forth in (x) or (y), as applicable. Notwithstanding anything to the contrary in the Plan or any stock option agreement, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for terminates his employment with Good Reason, the Company will negotiate Executive shall have until the earlier of (i) the original 10-year expiration date for such vested stock options as provided in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after applicable Equity Documents, or (ii) twelve (12) months following the Executive’s Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive exercise any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully have vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, (the Change in Control (as defined below“Extended Exercise Period”), with ; provided that any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are stock option subject to acceleration pursuant this Extended Exercise Period shall cease to this subsection, and (II) any be treated for tax purposes as an incentive stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsoption.

Equity. The equity awards held by the Executive shall continue be eligible to be governed by the terms and conditions of participate in the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Equity Incentive Plan (collectively, the “Equity DocumentsIncentive Plan”). The Executive shall receive an initial grant under the Equity Incentive Plan representing four percent (4.0%) of the value of the outstanding capital stock of the Company on a fully-diluted, as converted basis as of the Effective Date. The equity granted pursuant to this Section 3.6 shall be subject to the terms of the Equity Incentive Plan and an award agreement between the Company and the Executive; provided, however, that if there is any inconsistency between the provisions of this Agreement and notwithstanding anything to the contrary in any applicable option agreement Equity Incentive Plan or other stock-based award agreement, the provisions of this Agreement shall prevail. The terms of the initial grant shall include, but not be limited to, the following: (ia) The grant shall be an option to purchase 444,444 shares of common stock of the Company at any option price per share equal to the fair market value of a share of common stock of the Company on the date of grant of $5.33 per share. (b) The options shall vest in equal one-quarter installments if the Executive is employed by the Company on each of the first, second, third and fourth anniversaries of the Effective Date. In addition, all of the Executive’s unvested options shall vest immediately prior to the occurrence of a Liquidity Event (as defined in the Equity Incentive Plan), and the Executive shall be given reasonable prior notice of any such event. (c) The Executive shall not be permitted to sell shares acquired upon the exercise of the option for a period of one (1) year commencing on the date of consummation of an Initial Public Offering without the consent of Cerberus (as these terms are defined in the Equity Incentive Plan). (d) Section 10(a)(i) of the Equity Incentive Plan shall apply for purposes of determining the applicable repurchase price only in the event of the Executive’s termination of employment by the Company for Cause. In the event that the Executive’s employment with the Company is terminated for any reason other than by the Company without Cause for Cause, Section 10(a)(ii) shall apply for purposes of determining the applicable repurchase price. (e) Section 12 of the Equity Incentive Plan shall have no application following an Initial Public Offering. (f) The option exercise price of the shares as to which the option shall be exercised shall be paid to the Company at the time of exercise (i) in cash, (ii) by certified check, (iii) with shares otherwise issuable to the Executive upon exercise of the option with a fair market value on the date of option exercise equal to the aggregate option price of the shares with respect to which such option or portion of such option is being exercised, or (iv) by such other method permitted by the Executive for Good Reason, administrator of the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubtEquity Incentive Plan, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s its sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not may be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the allowed under applicable award agreementslaw.

Equity. The equity awards Parties acknowledge and agree that Executive is party to award agreements (the “Award Agreements”) pursuant to the terms of the Company’s 2006 Performance Incentive Plan (the “2006 Plan”) and the 2014 Performance Incentive Plan (together with the 2006 Plan, the “Plans”) under which he has been granted (i) stock options to purchase shares of common stock of the Company (the “Options”), (ii) time-vesting restricted stock units (the “RSUs”) and (iii) performance-vesting restricted stock units with a three-year performance period (the “3-Year PSUs”) and performance-vesting restricted stock units with a one-year performance period (the “1-Year PSUs”, and together with the 3-Year PSUs, the “PSUs”). All Options, RSUs and PSUs (and the dividend equivalents credited thereon) held by Executive as of the Executive shall continue date hereof are set forth on Exhibit B attached hereto. In further consideration of the terms, representations, and releases in this Agreement, and subject to be governed by Executive’s compliance with Sections 6(b) and (c) of the Prior Agreement, the Company agrees that: a. in accordance with, and subject to the terms and conditions of the Company’s applicable equity incentive plan(s) Award Agreements and Plans, all outstanding Options held by Executive as of the applicable award agreement(s) (collectively, Separation Date shall vest and become exercisable upon the “Equity Documents”); provided, howeverSeparation Date to the extent not already vested and exercisable, and notwithstanding anything Executive shall be entitled to exercise all such Options for nine (9) months following the contrary Separation Date. Following such exercise period all Options held by Executive shall terminate. b. in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reasonaccordance with, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms and conditions of Sections 5 or 6 the applicable Award Agreements and Plans, all RSUs shall vest upon the Separation Date, except the ▇▇▇▇ ▇▇▇▇ scheduled to vest on February 2, 2018, which RSUs and related dividend equivalents shall terminate as of this Agreement; provided furtherthe Separation Date. c. in accordance with, that any such consulting relationship shall be and subject to a consulting agreement that will contain, among other provisionsthe terms and conditions of the applicable Award Agreement and the 2006 Plan, the Company’s then current standard general release of claims against 3-Year PSUs granted to Executive in 2014 (and dividend equivalents credited thereon) shall remain outstanding pending the determination by the Compensation Committee as to whether the Company and all related persons and entities andhas attained the pre-established performance goals (the “Committee Determination”) for the performance period ending December 31, in the Company’s sole discretion, a one year post-employment noncompetition agreement2016, and shall include a seven vest (7if at all) business day revocation period; (ii) in based upon the event achievement of such goals. In accordance with the Prior Agreement, the Company agrees that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then1-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were Year PSUs granted to the Executive prior to the Effective Date in 2015 (and are subject to performance-based vesting (the “Performance-Based Awards”dividend equivalents credited thereon) shall become fully vested remain outstanding pending the Committee Determination for the performance period ending December 31, 2015, and exercisable or nonforfeitable immediately shall vest (if at all) based upon achievement of such goals. In accordance with the Prior Agreement, the 3-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2017, and 5/6ths of such 3-Year PSUs (and dividend equivalents credited thereon) shall vest (if at all) based upon achievement of such goals and the remaining 1/6th of such 3-Year PSUs and related dividend equivalents shall terminate as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsSeparation Date.

Equity. The equity awards held by Subject to Employee’s (x) continued employment in good standing with the Executive shall continue to be governed by Company through March 15, 2023, (y) continued compliance with the terms and conditions of the Company’s applicable equity incentive plan(s) set forth in this Agreement and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Restrictive Covenants (as defined below), provided thatand (z) execution, for re-execution and non-revocation of this Agreement pursuant to Section 4(g): (i) One-hundred percent (100%) of the avoidance of doubt, in no event will the Executive be eligible RSUs granted to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject Employee pursuant to the terms RSU Grant Agreements shall vest as of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period Release Effective Date (as defined below), all of the then-outstanding and unvested ; and (ii) A prorated portion of the Executive’s stock options and other stock-based awards that unvested PSUs granted to Employee pursuant to the PSU Grant Agreement shall vest as of the Release Effective Date, with such portion determined by multiplying the number of Target PSUs (as defined in the PSU Grant Agreement) by a fraction, (A) are subject solely to time-based vesting the numerator of which equals the number of calendar days that Employee was employed by the Company or any of its affiliates during the Performance Period (as defined in the PSU Grant Agreement) and (B) were granted the denominator of which equals the total number of calendar days in the Performance Period, and all then-unvested PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at targetCompany. For the avoidance of doubt, (I) Employee acknowledges and agrees that Employee has no further rights, payments or benefits under the forfeiture provisions upon a Change in Control described Plan, the Grant Agreements or any other equity compensation plans or agreements with the Company or any of its affiliates. Further, Employee hereby acknowledges and agrees that, in the Plan event (A) Employee’s representations to the Company as set forth in Section 5(e)(i) hereof are no longer accurate as of the Re-Execution Date (as defined below), or (B) Employee does not re-execute this Agreement or Employee revokes such re-execution, Employee shall not apply have no rights to the Executive’s equity awards payments and benefits set forth in this Section 2(c), and any RSUs and PSUs that are subject to acceleration pursuant to this subsection, unvested as of the Separation Date (and (IIall rights arising from such RSUs and PSUs and from being a holder thereof) will terminate automatically without any stock options or other stock-based awards that are subject to performance-based vesting further action by the Company and that are granted will be forfeited without further notice and at no cost to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsCompany.

Equity. The equity awards held by Subject to the approval of the Board, the Executive shall continue will be granted an option to be governed by the terms and conditions purchase 600,000 shares of the Company’s applicable equity incentive plan(s) and common stock with an exercise price per share equal to the applicable award agreement(s) fair market value as of the date of grant (collectively, the “Equity DocumentsOption”). The Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements. The Company shall recommend to the Board that you be granted an option to purchase an additional 250,000 shares of the Company's common stock with an exercise price equal to the fair market value at the time of grant (the “Milestone Equity”). Milestone Equity will vest upon achievement of each agreed milestone that will be set forth in the applicable equity agreement (the “Milestones”). The Company will discuss the milestones with you, which will be determined by the CEO, in consultation with the Board, and finalized the time of grant or as soon as practicable thereafter. In the event of any discrepancy between Section 2 and the applicable stock option agreement, including, without limitation, with respect to the description of the Milestones, the Milestone Equity and the Equity, the stock option agreement will govern. Milestone Equity will be subject to the terms of, and contingent upon your execution of, a stock option agreement issued pursuant to the Plan.

Equity. The equity awards held by Following the full execution of this Agreement and prior to the Effective Date and subject to the final approval of the Board, the Executive shall continue will be granted an option to be governed by the terms and conditions purchase 2,000,000 shares of the Company’s applicable equity incentive plan(s) and common stock with an exercise price per share equal to the applicable award agreement(s) fair market value as of the date of grant (collectively, the “Equity DocumentsCEO Option”). The CEO Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements. Subject to the final approval of the Board, the Executive will be granted an option to purchase an additional 500,000 shares of the Company’s common stock with an exercise price equal to the fair market value at the time of grant (the “CEO Milestone Equity”). Milestone Equity will vest upon achievement of each agreed milestone that will be set forth in the applicable equity agreement (the “CEO Milestone”). The parties agree that the CEO Milestone shall be proof of concept on one of the Company’s liver programs by end of 2027, as determined by the Board in its reasonable good faith discretion. The CEO Milestone Equity will be subject to the terms of, and contingent upon the Executive’s execution of, a stock option agreement issued pursuant to the Plan. In the event of any discrepancy between this Agreement and the applicable stock option agreement, including, without limitation, with respect to the description of the CEO Milestones, the CEO Milestone Equity and the CEO Option, the stock option agreement will govern.

Equity. The equity awards held You and the Company agree that conversion of your status from an employee to an independent contractor of the Company, as contemplated by the Executive shall continue to be governed by the terms and conditions this Agreement, will not result in a termination of your “Continuous Service” for purposes of the Company’s applicable equity incentive plan(splans (the “Plans”) and your outstanding compensatory equity awards (the applicable “Awards”). Accordingly, to the extent consistent with the Plan and your stock award agreement(s) (collectivelyconsisting of both stock options and restricted stock unit awards), vesting of your Awards will continue (subject to your Continuous Service) during the “Equity Documents”); providedConsulting Period in accordance with the vesting schedules applicable to each such Award, howeverand you will be able to exercise any Awards that are vested options during such period of Continuous Service and during the applicable period after the termination of your Continuous Service provided in your award agreements, which, for instance, provide for a twelve (12) month post-termination exercise period upon a normal termination of Continuous Service. In no event will you be able to exercise any options after expiration of the original term of such option. In addition, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reasonof your Awards agreements, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 the Plans, or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisionsotherwise, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall will not be subject to acceleration pursuant any accelerated vesting provisions relating to this subsectiona change in control of the Company. Notwithstanding the foregoing, the Company is not providing any tax advice or guidance to you, and you are strongly encouraged to seek advice concerning the vesting tax aspects of this Agreement (including with respect to your Awards) from your personal tax advisors. Except as amended hereby, your rights to the Awards are governed in full by your stock award agreements and any acceleration the Plans. In addition, the Company takes this opportunity to remind you that you are subject to certain restrictions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and the rule and regulations of vesting of such awards (if any) will be addressed in the applicable award agreementsSecurities and Exchange Commission.

Equity. The equity awards held by (i) Following the Effective Date and subject to Board approval, the Company will grant to the Executive shall continue an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be governed by fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) plan (collectively, the “Equity Documents”); provided, howeverthat, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that set forth therein, if the Executive’s employment is terminated with the Company terminates due to a termination by the Company without Cause or by the Executive for with or without Good ReasonReason (each, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with as defined below), then the Executive for will have a period of up ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to one year after exercise any vested portion of the Date Option Grant), and all vesting of Termination the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), provided which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in no event the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive be eligible not having any entitlement to receive any cash compensation from Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company during such consulting relationship except as set forth in due to failure to meet the vesting requirements) and (B) subject to the terms Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of Sections 5 or 6 of this Agreement; provided furtherdoubt, that (A) the Option Grant, any such consulting relationship Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a consulting agreement that will contain, among other provisions, the Company’s then current standard general release “change of claims against the Company and all related persons and entities and, control,” (a Covered Transaction as defined in the Company’s sole discretionequity incentive plan), a one year post-employment noncompetition agreementsuch that if the Cumulative Grants are assumed, and shall include a seven (7) business day revocation period; (ii) continued or substituted by the acquirer in the event that “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason, in each case, during Reason following the Change in Control Period (as defined below), all “change of control” and prior to full vesting of the then-outstanding and Cumulative Grants, then 100% of any unvested portion of the Executive’s stock options Cumulative Grants will vest in full upon such termination; and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to if the Executive prior to Cumulative Grants are not assumed, continued or substituted by the Effective Date and are subject to performance-based vesting (acquirer in the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as change of control,” then 100% of any unvested portion of the Date Cumulative Grants will vest in full upon the consummation of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance “change of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply control,” subject to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to continued employment with the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of Company through such awards (if any) will be addressed in the applicable award agreementsconsummation.

Equity. The equity awards held Subject to approval by the Board (or a committee thereof), and as an inducement material to Executive’s entering into employment with the Company, Executive shall continue be granted an option to purchase 350,000 shares of common stock in the Company at the fair market value on the date of grant (the “Initial Option”). The shares subject to the Initial Option will vest over four years of continuous service to the Company, with twenty-five percent (25%) of the shares subject to the Initial Option vesting on the first year anniversary of the Effective Date, and the remaining shares vesting in equal monthly installments over the subsequent thirty-six (36) months of continuous service thereafter. In addition, subject to approval by the Board (or a committee thereof), and also as an inducement material to Executive’s entering into employment with the Company, Executive shall be granted an option to purchase an additional 225,000 shares of common stock in the Company at the fair market value on the date of grant (the “Additional Option”). The shares subject to the Additional Option will fully vest on December 31, 2020. The Initial Option and Additional Option shall be governed in all respects by the terms and conditions of the Company’s applicable equity incentive plan(s2020 Inducement Plan (the “Plan”) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement between Executive and the Company. Executive shall be entitled to be considered for additional stock option grants under the Plan or other stock-based award agreement: the Company’s 2018 Equity Incentive Plan, as amended, as approved by the Board (or a committee thereof) in its sole discretion. In addition, (i) with respect to the Initial Option only, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish of a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Transaction (as defined belowin the Plan) at a time when Executive’s Continuous Service (as defined in the Plan) has not terminated prior to such Transaction, if the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not assume or continue the Initial Option or substitute a similar stock award for the Initial Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction), provided thatthen the vesting of the Initial Option shall immediately accelerate in full, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject (ii) with respect to the terms Additional Option only, notwithstanding any provision in the Plan or form of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject Additional Option agreement to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities andcontrary, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in event of the event that the termination of Executive’s employment is terminated by the Company without Cause or by Continuous Service (other than for Cause), the Executive for Good Reason, in each case, during may exercise his Additional Option (if vested) within the Change in Control Period period of time ending on the earlier of (as defined below), all of a) the then-outstanding and unvested portion date that is eighteen (18) months following the termination of the Executive’s stock options and other stock-based awards that Continuous Service, (Ab) are subject solely to time-based vesting the date of a Transaction, or (Bc) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting tenth (the “Performance-Based Awards”10th) shall become fully vested and exercisable or nonforfeitable immediately as anniversary of the Date grant date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsAdditional Option.

Equity. (i) The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”); provided, however, that, subject to approval by the Board or the Compensation Committee of the Board, (i) all of the Executive’s outstanding equity awards shall be amended to provide for continued vesting for as long as the Executive remains employed by the Company or serves on the Board and (ii) subject to the Executive’s continued employment or service on the Board through December 31, 2027, all outstanding equity awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of December 31, 2027; provided, further, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (ithe Equity Documents, Section 6(a)(iii) of this Agreement shall apply in the event that of a termination of the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate Reason in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no either event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during within the Change in Control Period (as such terms are defined below), all . (ii) Subject to the approval of the thenBoard or a committee thereof, at such time in 2026 as the Company makes its annual grants to employees, the Executive will be granted an equity award in the form of a non-outstanding and unvested portion qualified stock option to purchase 222,132 shares of common stock of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting Company (the “Performance-Based AwardsOption”) shall become fully vested and exercisable or nonforfeitable immediately as at an exercise price equal to the fair market value of the Date common stock on the date of Termination orgrant and 37,522 restricted stock units (“RSUs”). The Option will vest over 12 substantially equal monthly installments over one year from the date of grant, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply subject to the Executive’s continued service relationship (including as director or employee) on such date. The RSUs will vest it their entirety on the first anniversary of the date of grant (or in accordance with Company’s equity awards that are grant policies) subject to acceleration pursuant to this subsection, and (II) any stock options continued service as an employee or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in director through the applicable award agreementsvesting date.

Equity. The equity awards held by the Executive Employee shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) of Scholar Rock Holding Corporation (“SR Holding”) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided. The Employee may also be eligible to receive future equity awards, however, and notwithstanding in the sole discretion of the Board of Directors of SR Holding (the “Board”) or the Compensation Committee of the Board. Notwithstanding anything to the contrary in the Equity Documents or any other applicable option agreement or other stock-based award agreement: (i) , in the event that the ExecutiveEmployee’s employment is terminated by the Company without Cause or by the Executive Employee for Good Reason, in either case during the Company will negotiate Change in good faith Control Period (as such terms are defined below), then all time- based stock options and other time-based stock-based awards held by the Employee that are subject solely to establish a nontime-exclusive limited consulting relationship with based vesting (the Executive for a period “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of up to one year after the Date of Termination (as defined below) or, if later, the Change in Control Date (as defined below), ; provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated of a termination by the Company without Cause or by the Executive Employee for Good Reason, in each case, during either case outside of the Change in Control Period Period, the termination or forfeiture of any unvested Time-Based Equity Awards that would otherwise occur on the Date of Termination will be delayed until the earlier of (as defined below), all i) the Change in Control Date (at which time acceleration will occur) or (ii) the date that is three (3) months after the Date of Termination (at which time the then-outstanding and unvested portion of the ExecutiveEmployee’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “PerformanceTime-Based Awards”) Equity Awards will terminate or be forfeited); provided further, that no additional vesting of the Time-Based Equity Awards shall become fully vested and exercisable or nonforfeitable immediately as of occur after the Date of Termination or, if later, unless the Change in Control Date occurs within three (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I3) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive months after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsTermination.

Equity. The equity awards held (a) Subject to the terms of the Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) a grant of restricted stock units of Parent with a grant date value of $2,250,000 (the “Initial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $2,250,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall continue be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with 25% of the Initial Option shares vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the grant agreement and the Plan, and (ii) have an exercise or strike price per share equal to the closing price of a Common Share on the grant date and expire and cease to be exercisable on the ten (10)-year anniversary of the grant date. Under the Company’s current grant date policy, equity grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Grants will be governed by the terms Plan and conditions of other documents issued in connection with the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:grants. (ib) in the event that the Executive’s employment is terminated by the Company without Cause or by the The Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive also be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth discretionary annual equity incentive grants in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that amounts commensurate with the Executive’s employment is terminated position as Chief Financial and Business Officer based upon meeting Company and individual performance metrics as determined by the Company without Cause Board or by the Executive for Good Reason, a committee thereof in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting its sole discretion (the “Performance-Based AwardsAnnual Equity Grants”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.

Equity. The equity awards held by parties agree that the Executive Performance Share Units and Restricted Stock Units as listed on Exhibit C attached hereto (the “Equity Awards”) shall continue remain eligible to be governed by vest in accordance with the terms of the applicable award agreements, including, without limitation, the terms and conditions in connection with terminations of employment that occur prior to the regular vesting date(s) of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Equity Awards (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided thatwhich, for the avoidance of doubt, may include pro-rata vesting of such Performance Share Units and continued vesting of such Restricted Stock Units in no event will the Executive be eligible to receive any cash compensation connection with your involuntary termination of employment from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among Aon by Aon other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without than for Cause or by the Executive for Good Reasondue to your Retirement, in each case, during in accordance with the Change in Control Period (terms of the applicable award agreement and with “Cause” and “Retirement” as defined belowin the applicable award agreement), all of the then-outstanding restrictive covenants therein, and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted any forfeiture conditions, provided that, notwithstanding anything to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable contrary herein or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements, upon your termination of employment for Good Reason (as defined in any of the applicable award agreements or Prior Agreement, as modified by the International Assignment Letters) or voluntary termination of employment for any other reason (excluding Retirement, as defined in the applicable award agreement, to the extent the applicable award agreement provides for vesting in connection with Retirement) during the Transition Period, all of your outstanding Equity Awards that are unvested as of immediately prior to such termination of employment shall be forfeited and terminated upon such termination of employment. To the extent the applicable award agreements reference a “Cause” definition set forth in a binding individual employment agreement entered into between you and an Aon entity, such term shall have the meaning ascribed to it in the Prior Agreement. Any other outstanding and unvested Aon equity awards that you hold, including, without limitation, the special award of Performance Share Units granted to you on July 26, 2023, shall be forfeited and terminated (i.e., cancelled and null and void) upon the Senior Advisor Start Date (or, if earlier, in accordance with the terms of the applicable award agreement). Subject to this Section 4, the Equity Awards are subject to forfeiture and termination pursuant to the terms of the applicable award agreements. You understand that the benefits described in this Section are not for wages Aon concedes it owes you and are consideration for your compliance with this Agreement.

Equity. The equity awards held by the Executive shall continue AFCG’s management will recommend to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event its Board that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from awarded, as soon as practicable following the Company during such consulting relationship except as set forth date hereof, an initial, sign-on equity grant having a grant date fair value of $1,000,000 in and subject to restricted common stock under the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting AFCG Stock Incentive Plan (the “Performance-Based AwardsPlan”) shall become fully vested and exercisable or nonforfeitable immediately as on AFCG’s standard vesting terms of thirty-three percent (33%) of such grant vesting on each of the Date of Termination or, if later, the Change in Control second (as defined below2nd), with any such Performance-Based Awards vesting at targetthird (3rd) and fourth (4th) anniversaries of Executive’s start date. For the avoidance of doubt, the Executive shall be entitled to cash dividends for all restricted common stock issued to him even when such restricted common stock is not yet vested, in accordance with the Plan. In addition, Executive will be eligible (Ia) to purchase one percent (1%) of the forfeiture provisions equity of AFC BDC at the price of the initial fundraise, with a possible increase prior to the initial fundraise for AFC BDC and (b) subject to approval by the applicable Board or a committee thereof in its discretion, for subsequent equity grants of (x) restricted common stock under the Plan, annually and (y) AFC BDC common stock. Notwithstanding anything herein or elsewhere to the contrary, all of the Executive’s outstanding equity shall fully vest upon the occurrence of both (i) a Change in Control described in the Plan Event (as defined belowin the Plan) and (ii) Executive’s termination of employment within three (3) months prior to or one (1) year following such Change in Control Event, in each case as a result of a termination by the Company without Cause (other than due to Executive’s death or Disability) or a termination by Executive for Good Reason. For the avoidance of doubt, an Internalization Transaction, as defined under the terms of the Company’s management agreement with AFCG, as the same may be amended from time-to-time, shall not apply constitute a Change in Control Event for the purposes herein. Notwithstanding anything herein or elsewhere to the contrary, the Executive’s outstanding equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to shall be treated no less favorably than the equity of the Chief Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of Officer in connection with such awards (if any) will be addressed Change in the applicable award agreementsControl.

Equity. The equity awards held by In addition to all other compensation and benefits provided hereunder, the Parties acknowledge and agree that, as additional incentive to Executive, Executive shall continue be granted, at the first meeting of the Company’s Board of Directors immediately following the closing of the Company’s Series C Preferred Stock financing, an option to purchase 903,862 shares of Company common stock (the “Option”), which, when added to Executive’s previously granted options for 750,000 shares of Company common stock (the “Previous Options”), will represent the right to purchase an aggregate of 2.25% of the Company’s total outstanding securities on a fully-diluted basis, assuming an investment in the Company of $55,000,000 in connection with its Series C Preferred Stock financing. The exercise price per share of the Option shall be governed by eleven and one-half cents ($.115) (the “Exercise Price”). The Option will be subject to the terms and conditions of applicable to options granted under the Company’s applicable equity incentive plan(s) Amended and Restated 2000 Stock Plan (the “Plan”), as described in the Plan and the applicable award agreement(s) Stock Option Agreement (collectivelywhich agreement shall be consistent in its terms with the terms of this Section 5). To the extent requested by the Executive, the “Equity Documents”); providedOption will be a nonstatutory stock option and will be immediately exercisable, however, and notwithstanding anything but any unvested purchased shares will be subject to repurchase by the contrary in any applicable option agreement or other stock-based award agreement: (i) Company at the Exercise Price in the event that the Executive’s service terminates for any reason before Executive vests in those particular shares. Subject to acceleration as described below, Executive will vest in 1/48 of the Option shares upon his completion of each month of continuous employment is terminated by under this Agreement following the Employment Date, as described in the applicable Stock Option Agreement. If the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be is subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan and Executive is subject to an Involuntary Termination (as defined below) shall not apply (a) upon the effective date of the Change in Control or (b) within 60 days prior to the effective date of the Change in Control if on the date of the Involuntary Termination a person authorized by the Company’s Board of Directors is in discussion with a potential acquiror or (c) within 12 months after that Change in Control, then Executive will become vested in an additional number of shares subject to the Option equal to 50% of the then unvested shares subject to the Option. Subject to Executive’s equity awards satisfaction and completion of the obligations described in Sections l0(a)(i), (ii) and (iii), if the Company terminates Executive’s employment under this Agreement for any reason other than Cause or Disability (both as defined below), then the total vested number of Executive’s Option shares will be determined by adding 6 months to the number of months of employment that are subject to Executive has provided for the Company under this Agreement. In no event shall Executive receive both the vesting acceleration pursuant to described in this subsectionparagraph and the immediately preceding paragraph, and (II) any stock options or other stock-based awards in the event that are subject Executive’s termination would trigger vesting acceleration according to performance-based vesting and that are granted to the both paragraphs, Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and only receive the vesting and any acceleration in this paragraph or the immediately preceding paragraph, whichever provides him with the most number of vesting of such awards (if any) will be addressed in the applicable award agreementsvested Option shares.

Equity. The equity awards held by [Subject to the approval of the Board (and subject to any adjustment in the event of a stock split or other similar changes in the Company’s common stock), the Executive shall continue will be granted an option to be governed by the terms and conditions purchase [_______] shares of the Company’s applicable equity incentive plan(scommon stock with an exercise price per share equal to the fair market value as of the date of grant (the “Time-Based Option”). The Time-Based Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”) and will vest over a period of four years, subject to the Executive’s continued service relationship with the Company on each applicable vesting date specified in the stock option award agreement(s) agreement. [In addition, subject to the approval of the Board (collectivelyand subject to any adjustment in the event of a stock split or other similar changes in the Company’s common stock), the Executive will be granted an option to purchase an additional [_____] shares of the Company’s common stock with an exercise price equal to the fair market value as of the date of grant (the “Equity DocumentsMilestone Option”); provided, howeverwith [_____] vesting upon [_____] ([together,] the “Milestone[s]”), provided that in each case the Executive remains in a service relationship with the Company on the date of achievement of the [applicable] Milestone. The Milestone Option will be subject to the terms of and notwithstanding contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Plan.] Notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to prevent any acceleration of vesting for the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to [(including, without limitation, the Executive after the Effective Date Milestone Option)] shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.]

Equity. In connection with the commencement of the Executive’s employment, the Company will recommend to the Board that Executive be granted an option to purchase 793,189 shares of the Company’s common stock, with an exercise price equal to the fair market value of the Company’s common stock as of the date of such grant (expected to be based on the Company’s most recent third party 409A valuation as of September 1, 2020), subject to time-based vesting as follows: 35% shall vest on the 12-month anniversary of Executive’s employment commencement date, 35% shall vest over months 13—24 of the Executive’s employment with one twelfth of the 35% vesting each month during such period, 15% shall vest over months 25—36 of the Executive’s employment with one twelfth of the 15% vesting each month during such period and 15% shall vest over months 37—48 of the Executive’s employment with one twelfth of the 15% vesting each month during such period, in each case subject to Executive’s continued employment with the Company on each such vesting date. The equity awards held by the Executive Executive, if approved by the Board, shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below)Equity Documents, all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards held by the Executive that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “PerformanceTime-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the a Change in Control (to be defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, Executive’s employment terminates due to an involuntary termination (not including death or Disability) without Cause (as defined below) or due to Executive’s voluntary termination with Good Reason (as defined below). At the election of the Executive, with the option described in this paragraph may be exercised in whole or in part at any time as to shares that have not yet vested; provided, however, that as a condition to exercising the option for unvested shares, the Executive shall execute a restricted stock purchase agreement in a form provided by the Company that will provide for, among other things, a repurchase of any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described unvested shares in the Plan (as defined below) shall not apply to the event of termination of Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of employment before such awards (if any) will be addressed in the applicable award agreementsunvested shares have vested.

Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP): (I) All awards of stock options that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date; (II) All awards of stock options that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and (III) With respect to all awards of RSUs and conditions of other equity awards that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSUs and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are which remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall become fully vested vest if and exercisable or nonforfeitable immediately as to the extent the Committee certifies that a level of the Date of Termination performance goal(s) relating to such RSU or other equity award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply respect to the Executive’s RSUs and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are which remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of October 1, 2011 of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter; provided, further, that to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and

Equity. The equity a. Consultant will continue to vest in Consultant’s outstanding (i) Company time-based restricted stock unit awards (“RSUs”), (ii) Company time-based stock options (the “Options”) and (iii) Company performance-based RSUs, granted March 2, 2018 (the “PSUs,” and the RSUs, Options and PSUs together, the “Equity Awards”) in accordance with the terms of such Equity Awards for so long as Consultant continues to provide the Services as of the applicable vesting dates set forth in such Equity Awards in accordance with the terms of such Equity Awards, but in no event after the Equity Award Termination Date set forth below. Notwithstanding the foregoing, if Consultant’s Services are terminated by the Company other than for Cause (as defined in the Services & Separation Agreement between the Company and Consultant, dated on or about ____, 2019 (the “Services & Separation Agreement”)) on or prior to January 1, 2020, the vesting of Consultant’s then-outstanding Equity Awards (excluding the PSUs, which are subject to the terms of Section 1.3(b) below) will accelerate such that Consultant will vest in the number of shares of Company common stock subject to each such Equity Award that would have vested had Consultant continued to provide Services through January 1, 2020, , provided Consultant has executed and not revoked a release of claims substantially in the form attached to the Services & Separation Agreement (the “Release”) and satisfied all conditions to make the Release effective by no later than thirty (30) days after such termination of Services. Any vested Equity Awards held by the Executive Consultant shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) Equity Award agreement and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against equity plans under which the Company and all related persons and entities and, Equity Awards were granted except as explicitly set forth herein or in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsServices & Separation Agreement.

Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP): (I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date; (II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and (III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performance-Based Awards”) shall become fully vested event and exercisable or nonforfeitable immediately limited to the extent that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as of January 1, 2019 compliance with the Date performance-based compensation exception is required in order to ensure the deductibility of Termination any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Compensation Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and

Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP): (I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date; (II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and (III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately based compensation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as of January 1, 2019 exception is required in order to ensure the Date deductibility of Termination any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and

Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP): (I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date; (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and (III) All outstanding RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSUs and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) shall become fully vested and exercisable based compensation exception is required in order to ensure the deductibility of any such RSU or nonforfeitable immediately ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2013 other equity award under Code Section 162(m), such award shall vest if and to the Date extent the Committee certifies that a level of Termination the performance goal(s) relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply respect to the Executive’s outstanding RSUs and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent any outstanding RSUs and other equity awards (or portions thereof) granted prior to the Effective Date shall not be constitute “deferred compensation” within the meaning of Section 409A, then, subject to acceleration the requirement that settlement of such awards be delayed until the Permissible Payment Date (see below), such awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this subsectionclause (E)(III). Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSU and other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and

Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP): (I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date; (II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and (III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as of June 7, 2013 that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall become fully vested vest if and exercisable or nonforfeitable immediately as to the extent the Committee certifies that a level of the Date of Termination performance goal(s) relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter. Notwithstanding the foregoing, with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSU and other equity awards that are subject to acceleration pursuant to this subsectionwould otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to such portion shall instead be settled on the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.Permissible Payment Date; and

Equity. The equity awards held (a) Subject to the terms of the Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) a grant of restricted stock units of Parent with a grant date value of $1,400,000 (the “Initial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $1,400,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall continue be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with 25% of the Initial Option shares vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the grant agreement and the Plan, and (ii) have an exercise or strike price per share equal to the closing price of a Common Share on the grant date and expire and cease to be exercisable on the ten (10)-year anniversary of the grant date. Under the Company’s current grant date policy, option grants are effective on the 15th (or next business day) of the month next following the later of the date of approval of the option grant or the optionee’s commencement of employment. The Initial Option will be governed by the terms Plan and conditions of other documents issued in connection with the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:grant. (ib) in the event that the Executive’s employment is terminated by the Company without Cause or by the The Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive also be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth discretionary annual equity incentive grants in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that amounts commensurate with the Executive’s employment is terminated position as Chief Commercial Officer based upon meeting Company and individual performance metrics as determined by the Company without Cause Board or by the Executive for Good Reason, a committee thereof in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting its sole discretion (the “Performance-Based AwardsAnnual Equity Grants”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.

Equity. The equity awards held Subject to approval by the Executive shall continue Board on or before each of the grant dates set forth below, Employee will be granted the following stock options (the “Options”): (a) an option to purchase 150,000 shares of Company common stock to be governed granted on the date which is the earlier of (i) the date of the Company’s achievement of a milestone to be determined by the Board, or (ii) October 15, 2007 (the “September Option”), which shall vest on a monthly basis over the three (3) month period following September 11, 2007 (subject to Employee’s continuous service to the Company in any capacity); (b) an option to purchase 150,000 shares of Company common stock to be granted on December 1, 2007 (the “December Option”), which shall vest on a monthly basis over the three (3) month period following the grant date (subject to Employee’s continuous service to the Company in any capacity); (c) at the discretion of the Board (upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”)), an option to purchase shares of Company common stock to be granted on the date that the Board (upon recommendation of the Compensation Committee) determines whether and the extent to which the 90 Day Goals (described in Section 5 below) have been met, and which shall be exercisable for a number of shares to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500; and (d) at the discretion of the Board (upon recommendation of the Compensation Committee), an option to purchase shares of Company common stock to be granted on the date that the Committee determines whether and the extent to which the 180 Day Goals (described in Section 5 below) have been met, and exercisable for a number of shares of Company common stock to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500. The exercise price of each of the foregoing Options will be equal to the closing price of the Company’s common stock on the Option grant date as reported by the OTC Bulletin Board. Each Option will also be subject to the terms and conditions of the Company’s applicable equity incentive plan(s) 2006 Stock Incentive Plan and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable form of stock option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) which Employee will be addressed in required to sign as a condition of receiving the applicable award agreementsOption.

Equity. The equity awards held by Subject to any accelerated vesting provided under Section 7(a) of the Executive shall continue Severance Plan, all options that Employee holds to be governed by the terms and conditions purchase shares of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything common stock pursuant to the contrary Company’s 2017 Equity Incentive Plan (“2017 Plan”) or in each case any applicable option agreement or other stock-based award agreement: (i) in predecessor plans, that are not vested as of the event Termination Date shall lapse on that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company date and will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period not be exercisable. The exercise of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive any vested stock options shall be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 the 2017 Plan and the agreement(s) evidencing such stock options, including, without limitation, the time limits on exercise. Subject to any accelerated vesting provided under Section 7(a) of this Agreement; provided furtherthe Executive Severance Plan, pursuant to the terms of the 2017 Plan and the agreement(s) evidencing any restricted stock units (“RSUs”) held by Employee as of the Termination Date, all RSUs (time-based and performance-based) held by Employee that any such consulting relationship are not vested as of the Termination Date shall be subject automatically canceled as of such date. This section is not intended to a consulting agreement that will contain, among other provisions, modify in any respect the Company’s then current standard general release of claims against rights to which Employee would otherwise be entitled if Employee were not to agree to this Agreement or the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s terms governing stock options and other stock-based awards that RSUs. EMPLOYEE UNDERSTANDS THAT NEITHER THIS AGREEMENT NOR THE COURSE OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, OR ANY OTHER SERVICE TO THE COMPANY, GIVES OR GAVE EMPLOYEE ANY RIGHT, CONTINUING OR OTHERWISE, TO THE REVENUES AND/OR PROFITS OF THE COMPANY AND/OR ANY OTHER RELEASEE (AAS DEFINED BELOW) are subject solely to time-based vesting or OR ANY OTHER INTEREST, ECONOMIC OR OTHERWISE, IN THE COMPANY AND/OR ANY OTHER RELEASEE (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined belowAS DEFINED BELOW), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.

Equity. The Company’s Compensation and Human Capital Committee has determined that the Executive is eligible to participate in the Company’s LTI good leaver program (the “LTI Program”), such that, in accordance with and subject to the terms of the LTI Program, a pro-rata portion (the “Pro-Rated Amount”) of each outstanding equity award over the Company’s common stock held by the Executive on the Separation Date, which award has not been internally designated as a “Founders Grant” and which award has been held by the Executive, as of the Separation Date, for at least one (1) year from the applicable date of grant thereof, shall remain outstanding and shall continue to vest, in substantially equal amounts, over the remaining vesting schedule of the award, subject to the Executive’s continued compliance in all material respects with the terms of this Agreement. The Pro-Rated Amount shall be determined using the following formula (the “Pro-Ration Formula”): (a) divided by (b) multiplied by (c) minus (d), where: (a) is number of the days the Executive was employed during the award’s aggregate vesting period; (b) is the total number of days in the award’s aggregate vesting period; (c) is the total number of shares originally subject to the award; and (d) is the number of shares subject to the award that have already vested. Any equity award that was granted subject to both performance-based and service-based vesting and for which performance has already been measured, including, for the avoidance of doubt, any such equity award granted by General Electric Company (“GE”) and assumed by the Company, shall be treated as described above. However, with respect to equity awards that are subject to both performance-based and service-based vesting and for which performance has not yet been measured, the Pro-Ration Formula shall apply to the lesser of the number of shares issuable upon target level of performance and actual performance. In addition, notwithstanding anything to the contrary in the applicable award agreement, the Pro-Rated Amount of each outstanding stock option held by the Executive shall continue to remain exercisable until the applicable original option expiration date (as set forth in the applicable option award agreement). For the avoidance of doubt, (i) no portion of any Founders Grant shall be pro- rated and (ii) each outstanding award other than the Pro-Rated Amount thereof shall be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, agreement as in effect on the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination date hereof (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of modified by this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.