Common use of Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation Clause in Contracts

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options is a one-time benefit that does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price and the exercise date or dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options evidenced hereby, you the Optionee expressly acknowledge acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) all determinations with respect to future options grants, if any, including the grant date, the number of Options Shares granted, the Exercise Price exercise price and the exercise date or dates, will be at the sole discretion of the Company; (d) your the Optionee's participation in the Plan is voluntary; (e) the value of the Options is an extraordinary item of compensation that is outside the scope of your the Optionee's employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive the Optionee waives any claim on such basis; and (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understandthe Optionee understands, acknowledge acknowledges and agree agrees that you the Optionee will have no rights to compensation or damages related to Option Proceeds option proceeds in consequence of the termination of your Employment the Optionee's employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionPlease execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, you understandWATCHGUARD TECHNOLOGIES, INC. By -------------------------------- Its ------------------------------- ACCEPTANCE AND ACKNOWLEDGMENT I, ((Name)), a resident of ___________________, accept the stock option described in this Agreement and in the Plan, and acknowledge receipt of a copy of this Agreement, the Plan Summary and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence a copy of the termination Plan. I have read and understand the Plan, including the provisions of your Employment for any reason whatsoever and whether or not in breach of contract.Section 15.3. Dated: --------------------------- ------------------------------------------ ((Name)) Address -----------------------------------

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Section 6 (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; and (ji) if the underlying shares do future value of the Units is unknown and cannot increase in value, the Options will have no valuebe predicted with certainty. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Paragraph 6 (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; (i) the future value of the Units is unknown and cannot be predicted with certainty; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Section 6 herein (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; and (ji) if the underlying shares do future value of the Units is unknown and cannot increase in value, the Options will have no valuebe predicted with certainty. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Option evidenced hereby, you the Participant expressly acknowledge acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options the Option is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) all determinations with respect to future option grants, if any, including the grant date, the number of Options Shares granted, the Exercise Price exercise price and the exercise date or dates, will shall be at the sole discretion of the Company; (d) your the Participant’s participation in the Plan is voluntary; (e) the value of the Options Option is an extraordinary item of compensation that is outside the scope of your the Participant’s employment or consulting contract, if any, and nothing can or must automatically be inferred from such employment or consulting contract or its consequences consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive the Participant waives any claim on such basisbasis and, for the avoidance of doubt, the Option shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) if the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided underlying Shares do not increase in this Agreementvalue, the Option shall have no value; (h) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the exercise price; and (i) the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understandthe Participant understands, acknowledge acknowledges and agree agrees that you will the Participant shall have no rights to compensation or damages related to Option Proceeds option proceeds in consequence of the termination of your Employment the Participant’s employment or service for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options is a one-time benefit that does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price and the exercise date or dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (ai) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (bii) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (ciii) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (div) your participation in the Plan is voluntary; (ev) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (fvi) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (ivii) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Paragraph 7 (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (viii) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; (ix) the future value of the Units is unknown and cannot be predicted with certainty; and (jx) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract. Finally, you also understand, acknowledge and agree that selling of Dell Inc.’s stock in the territory of the Russian Federation is prohibited.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By In accepting this Agreement and the grant of the Options evidenced herebyAward, you expressly acknowledge acknowledge, understand and agree that (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and may be amended, suspended or terminated by the Company at any time; (b) the grant of Options the Award is a one-time benefit that voluntary and occasional and does not create any contractual or other right to receive future grants of OptionsAwards, or benefits in lieu of OptionsAwards, even if have been granted repeatedly in the past; (c) all determinations decisions with respect to future Award grants, if any, including the grant date, the number of Options granted, the Exercise Price and the exercise date or dates, will be at the sole discretion of the Company; (d) your participation you are voluntarily participating in the Plan is voluntaryPlan; (e) the value Award and any Shares acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Options is an extraordinary item of compensation that Company, and which is outside the scope of your employment service contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options the Award and any Shares acquired under the Plan are not intended to replace any compensation; (g) the Award and any Shares acquired under the Plan are not part of normal or expected compensation for any purpose and are purposes, including, but not to be used for limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, and you waive or relating in any claim on such basis; (g) way to, past services for the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this AgreementCompany; (h) the future value of the underlying shares Award is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights claim or entitlement to compensation or damages related to Option Proceeds in consequence shall arise from forfeiture of the termination of Award resulting from the terminationof your Employment employment or service with the Company (for any reason whatsoever and whether or not in breach of contractlocal laws) and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, waive your ability, if any, to bring any such claim, and release the Company o from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; (j) in the event of your separation of service (whether or not in breach of local laws), your right to vest in the Award under the Plan, if any, will terminate effective as of the date that you are no longer actively retained and will not be extended by any notice period mandated under local law; and (k) the Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options evidenced herebyOption, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that and does not create any contractual or other right to receive future grants of Options, options or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment your employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionPlease execute the following Acceptance and Acknowledgment and return it to the undersigned. Very truly yours, you understandXXXXXX.XXX, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence INC. By -------------------------------- Its ------------------------------- ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the termination State of your Employment for any reason whatsoever ______________, accept the nonqualified stock option described in this Agreement and whether or not in breach the Plan, and acknowledge receipt of contract.a copy of this Agreement, the Plan Summary and a copy of the Plan. I have read and understand the Plan. Dated: -------------------------------- -------------------------------- Name

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Shares do not increase in value, the Options Option will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence DATED as of the termination Date of your Employment for Grant set forth above. PACIFIC BIOMETRICS, INC. By: _______________________________ Its: _______________________________ Name:_______________________________ Acceptance by Participant: Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to any reason whatsoever such exercise or disposition. Participant accepts this Option subject to all of the terms and whether or not in breach provisions of contract.the Plan and this Agreement. PARTICIPANT: ____________________________________ (Signature) ____________________________________ (Print Name) Date signed:__________________________ EXHIBIT A NOTICE OF EXERCISE OF STOCK OPTION Pacific Biometrics, Inc. 220 West Harrison Street Seattle, WA 98119 Attn: Secretary

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionPlease execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, you understandWATCHGUARD TECHNOLOGIES, INC. By ----------------------------------------- ACCEPTANCE AND ACKNOWLEDGMENT I, ((FirstName)) ((LastName)), a resident of ___________________, accept the stock option described in this Agreement and in the Plan, and acknowledge receipt of a copy of this Agreement, the Plan Summary and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence a copy of the termination Plan. I have read and understand the Plan, including the provisions of your Employment for any reason whatsoever and whether or not in breach of contract.Section 11.3. Dated: --------------------------- ----------------------------------------- ((FirstName)) ((LastName)) Address ---------------------------------

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment or service contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionPlease execute the following Acceptance and Acknowledgment and return it to the Stock Plan Administrator. Very truly yours, you understandALLOS THERAPEUTICS, acknowledge INC. By /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx President and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.Chief Executive Officer

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (cb) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (dc) your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (fd) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (ge) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Change of Control Agreement, the Plan or this Agreement; (hf) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (jg) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionEmployee Data Privacy: By entering this Agreement, you understand(a) authorize the Company and your employer, acknowledge if different, and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence any agent of the termination Company, to disclose to the Company or any of your Employment for its affiliates any reason whatsoever information and whether or not data the Company requests in breach order to facilitate the grant of contract.the Option; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form. Please execute the following Acceptance and Acknowledgment and return it to the undersigned. Very truly yours, PRIMUS KNOWLEDGE SOLUTIONS, INC. By: /s/ Xxxxxxx X. Xxxxxx --------------------- Xxxxxxx X. Xxxxxx Its: President and Chief Executive Officer

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionPlease execute the following Acceptance and Acknowledgment and return it to the undersigned. Very truly yours, you understandALLOS THERAPEUTICS, acknowledge INC. By Xxxxxxx X. Xxxx President and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence Chief Executive Officer ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the termination State of your Employment for any reason whatsoever , accept the Option described in this Agreement and whether or not in breach the Plan, and acknowledge receipt of contract.a copy of this Agreement, [the Plan Summary] and a copy of the Plan. I have read and understand the Plan. Dated «Name» «Address» «City», «State» «Zip» Taxpayer I.D. Number

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Shares do not increase in value, the Options Option will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence DATED as of the termination Date of your Employment for Grant set forth above. PACIFIC BIOMETRICS, INC. By: _____________________________ Its: _____________________________ Name:_____________________________ Acceptance by Participant: Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to any reason whatsoever such exercise or disposition. Participant accepts this Option subject to all of the terms and whether or not in breach provisions of contract.the Plan and this Agreement. __________________________________ (Signature) Date signed:__________________________ EXHIBIT A NOTICE OF EXERCISE OF STOCK OPTION Pacific Biometrics, Inc. 000 Xxxx Xxxxxxxx Xxxxxx Seattle, WA 98119 Attn: Secretary

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Section 6 herein (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; and (ji) if the underlying shares do future value of the Units is unknown and cannot increase in value, the Options will have no valuebe predicted with certainty. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.. Exhibit 10.44 FY25 US Time-Based Award Agreement (Time-Based) 2023 Stock Incentive Plan

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options Option will have no value. In additionPlease execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, you understandWATCHGUARD TECHNOLOGIES, INC. By ----------------------------------------- Xxxxxxxxxxx X. Xxxxx Its President and Chief Executive Officer ACCEPTANCE AND ACKNOWLEDGMENT I, ((FirstName)) ((LastName)), a resident of ___________________, accept the stock option described in this Agreement and in the Plan, and acknowledge receipt of a copy of this Agreement, the Plan Summary and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence a copy of the termination Plan. I have read and understand the Plan, including the provisions of your Employment for any reason whatsoever and whether or not in breach of contract.Section 11.3. Dated: --------------------------- ----------------------------------------- ((FirstName)) ((LastName)) Address ---------------------------------

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options this Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options this Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that this Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options this Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options this Option will have no value. In additionPlease execute the following Acceptance and Acknowledgment and return it to the undersigned. Very truly yours, you understandWATCHGUARD TECHNOLOGIES, acknowledge INC. By Xxxxxxxxxxx X. Xxxxx Its President and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence Chief Executive Officer ACCEPTANCE AND ACKNOWLEDGMENT I, ((name)), a resident of the termination State of your Employment for any reason whatsoever ___________________, accept the stock option described in this Agreement and whether or not in breach the Plan, and acknowledge receipt of contract.a copy of this Agreement, the Plan Summary and a copy of the Plan. I have read and understand the Plan, including the provisions of Section 15.3. Dated: --------------------------- ----------------------------------------- ((name)) Address ---------------------------------

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Shares do not increase in value, the Options Option will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence DATED as of the termination Date of your Employment for any reason whatsoever and whether or not in breach of contract.Grant set forth above. PACIFIC BIOMETRICS, INC. By: -------------------------------- Its: -------------------------------- Name: --------------------------------

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Paragraph7 (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; (i) the future value of the Units is unknown and cannot be predicted with certainty; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract. Finally, you also understand, acknowledge and agree that selling of Dell Inc.’s stock in the territory of the Russian Federation is prohibited.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (ai) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (bii) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (ciii) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (div) your participation in the Plan is voluntary; (ev) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (fvi) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (ivii) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Paragraph7 (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (viii) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; (ix) the future value of the Units is unknown and cannot be predicted with certainty; and (jx) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract. Finally, you also understand, acknowledge and agree that selling of Dell Inc.’s stock in the territory of the Russian Federation is prohibited.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Option evidenced hereby, you the Optionee expressly acknowledge acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company Corporation at any time; (b) the grant of Options the Option is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) all determinations with respect to future option grants, if any, including the grant date, the number of Options Shares granted, the Exercise Price exercise price and the exercise date or dates, will be at the sole discretion of the CompanyCorporation; (d) your the Optionee’s participation in the Plan is voluntary; (e) the value of the Options Option is an extraordinary item of compensation that is outside the scope of your the Optionee’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive the Optionee waives any claim on such basis; and (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understandthe Optionee understands, acknowledge acknowledges and agree agrees that you the Optionee will have no rights to compensation or damages related to Option Proceeds option proceeds in consequence of the termination of your Employment the Optionee’s employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options Units is a one-time benefit that does not create any contractual or other right to receive future grants of OptionsUnits, or benefits in lieu of OptionsUnits; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price Units granted and the exercise date or vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options Units are not part of normal or expected compensation for any purpose purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company Company, and your promises described in the Section 6 herein (Return of Option Proceeds provision Share Value) above are designed to protect the Company and its shareholders stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; and (ji) if the underlying shares do future value of the Units is unknown and cannot increase in value, the Options will have no valuebe predicted with certainty. In addition, you understand, acknowledge and agree that you will Exhibit 10.45 FY25 US PRSU Award Agreement (Performance-Based) 2023 Stock Incentive Plan have no rights to compensation or damages related to Option Proceeds Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By In accepting this Agreement and the grant of the Options evidenced herebyAward, you expressly acknowledge acknowledge, understand and agree that (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and may be amended, suspended or terminated by the Company at any time; (b) the grant of Options the Award is a one-time benefit that voluntary and occasional and does not create any contractual or other right to receive future grants of OptionsAwards, or benefits in lieu of OptionsAwards, even if have been granted repeatedly in the past; (c) all determinations decisions with respect to future Award grants, if any, including the grant date, the number of Options granted, the Exercise Price and the exercise date or dates, will be at the sole discretion of the Company; (d) your participation you are voluntarily participating in the Plan is voluntaryPlan; (e) the value Award and any Shares acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Options is an extraordinary item of compensation that Company, and which is outside the scope of your employment service contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options the Award and any Shares acquired under the Plan are not intended to replace any compensation; (g) the Award and any Shares acquired under the Plan are not part of normal or expected compensation for any purpose and are purposes, including, but not to be used for limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, and you waive or relating in any claim on such basis; (g) way to, past services for the vesting of Options ceases upon termination of Employment for Company or any reason except as may otherwise be explicitly provided in this AgreementRelated Company; (h) the future value of the underlying shares Award is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights claim or entitlement to compensation or damages related to Option Proceeds in consequence shall arise from forfeiture of the termination Award resulting from your Termination of your Employment Service by the Company or a Related Company (for any reason whatsoever and whether or not in breach of contractlocal laws) and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or any Related Company, waive your ability, if any, to bring any such claim, and release the Company or any Related Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; (j) in the event of your Termination of Service (whether or not in breach of local laws), your right to vest in the Award under the Plan, if any, will terminate effective as of the date that you are no longer actively retained and will not be extended by any notice period mandated under local law; and (k) the Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Shares do not increase in value, the Options Option will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence DATED as of the termination Date of your Employment for Grant set forth above. LEGEND OIL AND GAS, LTD. By: Its: Name: ACCEPTANCE BY PARTICIPANT: Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to any reason whatsoever such exercise or disposition. Participant accepts this Option subject to all of the terms and whether or not in breach provisions of contract.the Plan and this Agreement. PARTICIPANT: (Signature) (Print Name) Date signed: EXHIBIT A NOTICE OF EXERCISE OF STOCK OPTION Legend Oil and Gas, Ltd. 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxx

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options the Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that the Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options the Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Shares do not increase in value, the Options Option will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence DATED as of the termination Date of your Employment for Grant set forth above. LEGEND OIL AND GAS, LTD. By: Its: Name: ACCEPTANCE BY PARTICIPANT: Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser prior to any reason whatsoever such exercise or disposition. Participant accepts this Option subject to all of the terms and whether or not in breach provisions of contract.the Plan and this Agreement. PARTICIPANT: (Signature) (Print Name) Date signed: EXHIBIT A NOTICE OF EXERCISE OF STOCK OPTION Legend Oil and Gas, Ltd. 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: President

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting entering into this Agreement and accepting the grant of the Options Option evidenced hereby, you expressly acknowledge that acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of Options this Option is a one-time benefit that which does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) that all determinations with respect to any such future grants, if anyincluding, including but not limited to, the grant datetimes when options will be granted, the number of Options grantedshares subject to each option, the Exercise Price option price, and the exercise date time or datestimes when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options this Option is an extraordinary item of compensation that which is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences ; (f) Options are that this Option is not part of normal or expected compensation for any purpose and are not to be used for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) that the vesting of Options this Option ceases upon termination of Employment employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this AgreementAgreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying shares Option Shares is unknown and cannot be predicted with certainty; and (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) that if the underlying shares Option Shares do not increase in value, the Options this Option will have no value. In additionPlease execute the following Acceptance and Acknowledgment and return it to the undersigned. Very truly yours, you understandWATCHGUARD TECHNOLOGIES, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence INC. By ACCEPTANCE AND ACKNOWLEDGMENT I, ((name)), a resident of the termination State of your Employment for any reason whatsoever ___________________, accept the stock option described in this Agreement and whether or not in breach the Plan, and acknowledge receipt of contract.a copy of this Agreement, the Plan Summary and a copy of the Plan. I have read and understand the Plan, including the provisions of Section 15.3. Dated: --------------------------- ----------------------------------------- ((name)) Address ---------------------------------

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Options Option evidenced hereby, you the Participant expressly acknowledge that acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options the Option is a one-time benefit that does not create any contractual or other right to receive future grants of Optionsoptions, or benefits in lieu of Optionsoptions; (c) all determinations with respect to future option grants, if any, including the grant date, the number of Options Shares granted, the Exercise Price exercise price and the exercise date or dates, will be at the sole discretion of the Company; (d) your the Participant’s participation in the Plan is voluntary; (e) the value of the Options Option is an extraordinary item of compensation that is outside the scope of your the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive the Participant waives any claim on such basisbasis and, for the avoidance of doubt, the Option shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) if the vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided underlying Shares do not increase in this Agreementvalue, the Option will have no value; (h) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the exercise price; and (i) the future value of the underlying shares Shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understandthe Participant understands, acknowledge acknowledges and agree agrees that you the Participant will have no rights to compensation or damages related to Option Proceeds option proceeds in consequence of the termination of your Employment the Participant’s employment for any reason whatsoever and whether or not in breach of contract.