Common use of Future Service Clause in Contracts

Future Service. The Company, the Employee and the Board may mutually agree to continue Executive’s Employment with or services to the Company beyond January 31, 2025. If: (i) the Employee and the Board mutually agree, no later than November 1, 2024, on the compensation and other employment terms pursuant to which the Employee’s service as Executive Chairman shall continue beyond January 31, 2025, then such service shall continue; provided, however, that Employee’s termination benefits as set forth in Section 6 of the Agreement shall remain in place (for purposes of clarity, any mutually agreed upon compensation shall not be deemed to be an Involuntary Termination); or (ii) the Employee and the Board mutually agree, no later than November 1, 2024, to end the Employee’s service as Executive Chairman as of the close of business on January 31, 2025, and the Board extends an offer to Employee to continue to serve as Chairman of the Board, then the Employee shall be entitled to receive cash and equity compensation for such service as Chairman of the Board pursuant to the Company’s non-employee director compensation program in effect at such time; in this scenario, this Agreement, and Employee’s employment, shall terminate as of the close of business on January 31, 2025, but such termination shall not be deemed to be an Involuntary Termination; and the Employee’s then-outstanding equity will continue to vest pursuant to the terms of the applicable equity incentive plans and award agreements as Employee continues to serve as a non-employee director on the Board; or (iii) the Employee and the Board are unable to mutually agree, prior to November 1, 2024, to terms for the Employee’s continued service as Executive Chairman, but the Board extends an offer to Employee to continue to serve as Chairman of the Board, then the Employee shall be entitled to receive cash and equity compensation for such services pursuant to the Company’s non-employee director compensation program in effect at such time; this Agreement, and Employee’s employment, shall terminate as of the close of business on January 31, 2025; the Employee shall be entitled to receive the termination benefits for an Involuntary Termination in accordance with Section 6 hereof; ​ ​ and the Employee’s remaining then-outstanding equity will continue to vest pursuant to the terms of the applicable equity incentive plans and award agreements as Employee continues to serve as a non-employee director on the Board; or (iv) the Employee and the Board are unable to mutually agree, prior to November 1, 2024, to terms for the Employee’s continued service as Executive Chairman, and the Board determines not to extend an offer to Employee to continue to serve as Chairman of the Board, then this Agreement, and Employee’s employment, shall terminate as of the close of business on January 31, 2025; the Employee shall be entitled to receive the termination benefits for an Involuntary Termination set forth in accordance with Section 6 hereof, except for the benefits set forth in Section 6(b), in place of which the Employee shall be entitled to be vested in 100% of Employee’s then-unvested option shares and shares granted pursuant to stock or other equity or equity-based awards (“Equity Awards”), which for purposes of this Section 1(b)(iv) shall include milestone-based equity awards, as of January 31, 2025; and the Employee shall resign from the Board effective as of the date of the Company’s annual meeting of stockholders held in 2025. Notwithstanding any of the foregoing, the Employee’s continued service as a member of the Board shall remain subject to stockholder approval at any annual or special meeting of stockholders.

Future Service. The Company, the Employee and the Board may mutually agree to continue Executive’s Employment with or services to the Company beyond January December 31, 20252023. If: (i) the Employee and the Board mutually agree, no later than November 1September 30, 20242023, on the compensation and other employment terms pursuant to which the Employee’s service as Executive Chairman shall continue beyond January December 31, 20252023, then such service shall continue; provided, however, that Employee’s termination benefits as set forth in Section 6 of the Agreement shall remain in place (for purposes of clarity, any mutually agreed upon compensation shall not be deemed to be an Involuntary Termination); or (ii) the Employee and the Board mutually agree, no later than November 1September 30, 20242023, to end the Employee’s service as Executive Chairman as of the close of business on January December 31, 20252023, and the Board extends an offer to Employee to continue to serve as Chairman of the Board, then the Employee shall be entitled to receive cash and equity compensation for such service as Chairman of the Board pursuant to the Company’s non-employee director compensation program in effect at such time; in this scenario, this Agreement, and Employee’s employment, shall terminate as of the close of business on January December 31, 20252023, but such termination shall not be deemed to be an Involuntary Termination; and the Employee’s then-outstanding equity will continue to vest pursuant to the terms of the applicable equity incentive plans and award agreements as Employee continues to serve as a non-employee director on the Board; or (iii) the Employee and the Board are unable to mutually agree, prior to November 1September 30, 20242023, to terms for the Employee’s continued service as Executive Chairman, but the Board extends an offer to Employee to continue to serve as Chairman of the Board, then the Employee shall be entitled to receive cash and equity compensation for such services pursuant to the Company’s non-employee director compensation program in effect at such time; this Agreement, and Employee’s employment, shall terminate as of the close of business on January December 31, 20252023; the Employee shall be entitled to receive the termination benefits for an Involuntary Termination in accordance with Section 6 hereof; ​ ​ and the Employee’s remaining then-outstanding equity will continue to vest pursuant to the terms of the applicable equity incentive plans and award agreements as Employee continues to serve as a non-employee director on the Board; or (iv) the Employee and the Board are unable to mutually agree, prior to November 1September 30, 20242023, to terms for the Employee’s continued service as Executive Chairman, and the Board determines not to extend an offer to Employee to continue to serve as Chairman of the Board, then this Agreement, and Employee’s employment, shall terminate as of the close of business on January December 31, 20252023; the Employee shall be entitled to receive the termination benefits for an Involuntary Termination set forth in accordance with Section 6 hereof, except for the benefits set forth in Section 6(b), in place of which the Employee shall be entitled to be vested in 100% of Employee’s then-unvested option shares and shares granted pursuant to stock or other equity or equity-based awards (“Equity Awards”), which for purposes of this Section 1(b)(iv) shall include milestone-based equity awards, as of January December 31, 20252023; and the Employee shall resign from Employee’s service on the Board effective as of the date of will automatically terminate at the Company’s annual meeting of stockholders held in 20252024. Notwithstanding any of the foregoing, the Employee’s continued service as a member of the Board shall remain subject to stockholder approval at any annual or special meeting of stockholders.