Common use of Severance Consideration Clause in Contracts

Severance Consideration. a. As consideration for the release set forth herein, and provided Employee does not revoke this Agreement within the revocation period referred to Section 5(b)(iii) herein, ClearSign waives its right to repurchase 20,833 shares of common stock granted to Employee on February 10, 2017 (the “Severance Consideration”). This waiver is a one-time waiver, is made for the purpose of providing consideration for this Agreement, is limited to the matter expressly waived herein and should not be construed as an indication that ClearSign, in the event Employee revokes this Agreement, would be willing to agree to any future waiver related to the Severance Consideration. This waiver sets forth the entire agreement of ClearSign and Employee with respect to the waiver and supersedes all prior agreements and understandings, oral or written, with respect to the waiver. This waiver may not be amended, modified or supplemented, and no provision of this waiver may be waived, other than by a written instrument duly executed and delivered by Employee and by a duly authorized officer of ClearSign. Employee’s revocation of this Agreement renders this waiver null and void. Employer Initials Employee Initials b. No other benefits will be made available to Employee after the Separation Date except as provided herein, or by applicable law. c. Employee is solely responsible for the payment of, and therefore promises to pay, any taxes, penalties, or other costs assessed that are associated with the Severance Consideration. The Released Parties, as defined in Section 5 herein, have no duty with respect to such taxes, penalties or other costs. d. Employee will also be paid his wages for the period through the Separation Date less applicable withholdings and deductions through ClearSign’s ordinary semi-monthly payroll system. e. Employee is reminded that his outstanding stock option agreements (the “Award Agreements”) are as summarized on Exhibit A and that the Continuous Service provisions of the Award Agreements shall continue with the contemporaneous execution of a consulting agreement between Employee and ClearSign (the “Consulting Agreement”). The right to purchase the common stock of ClearSign pursuant to the Award Agreements will expire 3 months from the termination of the Consulting Agreement for any reason, unless extended by other means. For the avoidance of doubt, nothing herein shall limit or modify Employee’s or ClearSign’s respective rights and obligations under the Award Agreements detailed in Exhibit A, which shall each remain in force unless any such Award Agreement expires or is terminated in accordance with its terms. f. Employee previously exercised his right to purchase 13,340 shares of common stock prior to vesting. These shares were fully earned and owned by M▇. ▇▇▇▇▇▇ effective December 31, 2016. g. Employee was previously granted a total of 125,000 shares of common stock under Stock Bonus Award Agreements No. S-▇, ▇-▇ (as amended), and S-3 dated September 30, 2011, September 30, 2011, and December 28, 2012, respectively, and each included repurchase rights for ClearSign that expired by September 30, 2016.

Severance Consideration. a. As Subject to, and in consideration of Employee’s execution and non-revocation of this Agreement, Energy Focus will provide Employee the following benefits: i. If as of the Separation Date, Employee elects continued group health plan continuation coverage under COBRA, Energy Focus shall pay the relative proportion that it pays as of the date hereof with respect to Employee’s health benefits under the employer/employee split of of Employee’s COBRA premiums, or shall provide coverage under any self-funded plan, on behalf of Employee for Employee’s continued coverage under Energy Focus’s group health plans, for twelve (12) months following the Separation Date (the “COBRA Payment Period”). Upon the conclusion of the COBRA Payment Period, Employee will be responsible for the release set forth hereinentire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Employee’s eligible COBRA coverage period. For purposes of this Section, (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and provided (B) any applicable insurance premiums that are paid by Energy Focus shall not include any amounts payable by Employee does under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility. Notwithstanding the foregoing, if at any time Energy Focus determines, in its sole discretion, that it cannot revoke this Agreement within provide the revocation period referred COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying the proportion of the COBRA premiums described above on Employee’s behalf, Energy Focus will instead pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment that will include a gross-up to Section 5(b)(iiicause the net after-tax amount to equal to such COBRA premium amount for that month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Employee’s election of COBRA coverage or payment of COBRA premiums and without regard to Employee’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. i. With respect to the restricted stock units granted to Employee on July 2, 2018, one-third (1/3) herein, ClearSign waives its right to repurchase 20,833 of such units shall vest in full as of the Separation Date and be settled in shares of common stock granted to as of the Separation Date. The Employee’s unvested options and unvested restricted stock units shall terminate as of the Separation Date. b. Employee on February 10, 2017 (the “Severance Consideration”). This waiver acknowledges that consideration provided in this section 3 is a one-time waiver, is made solely in exchange for the purpose of providing consideration for promises in this Agreement, is limited to the matter expressly waived herein and should not be construed as an indication that ClearSign, in the event Employee revokes this Agreement, would be willing to agree to any future waiver related to the Severance Consideration. This waiver sets forth the entire agreement of ClearSign and Employee with respect to the waiver and supersedes all prior agreements and understandings, oral or written, with respect to the waiver. This waiver may not be amended, modified or supplemented, and no provision of this waiver may be waived, other than by a written instrument duly executed and delivered by Employee and by a duly authorized officer of ClearSign. Employee’s revocation absence of this Agreement renders Employee would not otherwise be entitled to this waiver null and void. Employer Initials Employee Initials b. No other benefits will be made available to Employee after the Separation Date except as provided herein, or by applicable lawconsideration. c. Employee is solely responsible for the payment of, and therefore promises to pay, any taxes, penalties, or other costs assessed that are associated with the Severance Consideration. The Released Parties, as defined in Section 5 herein, have no duty with respect to such taxes, penalties or other costs. d. Employee will also be paid his wages for the period through the Separation Date less applicable withholdings and deductions through ClearSign’s ordinary semi-monthly payroll system. e. Employee is reminded that his outstanding stock option agreements (the “Award Agreements”) are as summarized on Exhibit A and that the Continuous Service provisions of the Award Agreements shall continue with the contemporaneous execution of a consulting agreement between Employee and ClearSign (the “Consulting Agreement”). The right to purchase the common stock of ClearSign pursuant to the Award Agreements will expire 3 months from the termination of the Consulting Agreement for any reason, unless extended by other means. For the avoidance of doubt, nothing herein shall limit or modify Employee’s or ClearSign’s respective rights and obligations under the Award Agreements detailed in Exhibit A, which shall each remain in force unless any such Award Agreement expires or is terminated in accordance with its terms. f. Employee previously exercised his right to purchase 13,340 shares of common stock prior to vesting. These shares were fully earned and owned by M▇. ▇▇▇▇▇▇ effective December 31, 2016. g. Employee was previously granted a total of 125,000 shares of common stock under Stock Bonus Award Agreements No. S-▇, ▇-▇ (as amended), and S-3 dated September 30, 2011, September 30, 2011, and December 28, 2012, respectively, and each included repurchase rights for ClearSign that expired by September 30, 2016.

Severance Consideration. a. As consideration for the release set forth herein, and provided that Employee does not revoke this Agreement within the revocation period referred to at Section 5(b)(iii) herein, ClearSign waives its right to repurchase 20,833 the 13,899 shares of common stock granted to Employee on February 10, 2017 (the “Severance Consideration”). This waiver is a one-time waiver, is made for the purpose of providing consideration for this Agreement, is limited to the matter expressly waived herein and should not be construed as an indication that ClearSign, in the event Employee revokes this Agreement, would be willing to agree to any future waiver related to the Severance Consideration. This waiver sets forth the entire agreement of ClearSign and Employee with respect to the waiver and supersedes all prior agreements and understandings, oral or written, with respect to the waiver. This waiver may not be amended, modified or supplemented, and no provision of this waiver may be waived, other than by a written instrument duly executed and delivered by Employee and by a duly authorized officer of ClearSign. Employee’s revocation of this Agreement renders this waiver null and void. Employer Initials Employee Initials. b. No other benefits will be made available to Employee after the Separation Date except as provided herein, or by applicable law. c. Employee is solely responsible for the payment of, and therefore promises to pay, any taxes, penalties, or other costs assessed that are associated with the Severance Consideration. The Released Parties, as defined in Section 5 herein, have no duty with respect to such taxes, penalties or other costs. d. Employee will also be paid his wages for the period through the Separation Date less applicable withholdings and deductions through ClearSign’s ordinary semi-monthly payroll system. e. Employee is reminded that his outstanding stock option agreements (the “Award Agreements”) are as summarized on Exhibit A and that the Continuous Service provisions of the Award Agreements shall continue with the contemporaneous execution of a consulting agreement between Employee and ClearSign (the “Consulting Agreement”). The right to purchase the common stock of ClearSign pursuant to the Award Agreements will expire 3 months from the termination of the Consulting Agreement for any reason, unless extended by other means. For the avoidance of doubt, nothing herein shall limit or modify Employee’s or ClearSign’s respective rights and obligations under the Award Agreements detailed in Exhibit A, which shall each remain in force unless any such Award Agreement expires or is terminated in accordance with its terms. f. Employee previously exercised his right to purchase 13,340 shares of common stock prior to vesting. These shares were fully earned and owned by M▇. ▇▇▇▇▇▇ effective December 31, 2016. g. Employee was previously granted a total of 125,000 shares of common stock under Stock Bonus Award Agreements No. S-▇, ▇-▇ (as amended), and S-3 dated September 30, 2011, September 30, 2011, and December 28, 2012, respectively, and each included repurchase rights for ClearSign that expired by September 30, 2016.

Severance Consideration. a. As consideration for the release set forth herein, and provided that Employee does not revoke this Agreement within the revocation period referred to at Section 5(b)(iii) herein, (i) ClearSign waives its right to repurchase 20,833 16,875 shares of common stock subject to an option granted to Employee on February 10April 23, 2017 2016 (the “Repurchase Right”) and (ii) ClearSign extends the term of all options held by Employee through the close of business on December 31, 2020 (the “Severance Consideration”). This The waiver of the Repurchase Right is a one-time waiver, is made for the purpose of providing consideration for this Agreement, is limited to the matter Repurchase Right expressly waived herein and should not be construed as an indication that ClearSign, in the event Employee revokes this Agreement, would be willing to agree to any future waiver related to the Severance Consideration. This waiver Section 4a. sets forth the entire agreement of between ClearSign and Employee with respect to the waiver Severance Consideration and supersedes all prior agreements and understandings, oral or written, with respect to the waiverSeverance Consideration. This waiver may not be amended, modified or supplemented, and no provision 9205680.1/46895-00001 Page 1 of this waiver may be waived, other than by a written instrument duly executed and delivered by Employee and by a duly authorized officer of ClearSign. Employee’s revocation of this Agreement renders this waiver null and void. 11 Employer Initials Employee Initials b. No other benefits will be made available to Employee after the Separation Date except as provided herein, or by applicable law. c. Employee is solely responsible for the payment of, and therefore promises to pay, any taxes, penalties, or other costs assessed that are associated with the Severance Consideration. The Released Parties, as defined in Section 5 herein, have no duty with respect to such taxes, penalties or other costs. d. Employee will also be paid his wages for the period through the Separation Date Date, less applicable withholdings and deductions deductions, through ClearSign’s ordinary semi-monthly payroll system. e. Employee is reminded that his Employee’s outstanding stock option agreements (the “Award Agreements”) are as summarized on Exhibit A and that A. With the Continuous Service provisions exception of the Award Agreements shall continue with the contemporaneous execution of a consulting agreement between Employee and ClearSign (the “Consulting Agreement”). The right to purchase the common stock of ClearSign pursuant to the Award Agreements will expire 3 months from the termination extension of the Consulting Agreement for any reasonterm of the options to December 31, unless extended by other means. For the avoidance of doubt2020, nothing herein shall limit or modify Employee’s or ClearSign’s respective rights and obligations under the Award Agreements detailed set forth in Exhibit A, which shall each remain in force unless any such Award Agreement expires or is terminated in accordance with its terms. f. Employee previously exercised his right to purchase 13,340 shares of common stock prior to vesting. These shares were fully earned and owned by M▇. ▇▇▇▇▇▇ effective December 31, 2016. g. Employee was previously granted a total of 125,000 shares of common stock under Stock Bonus Award Agreements No. S-▇, ▇-▇ (as amended), and S-3 dated September 30, 2011, September 30, 2011, and December 28, 2012, respectively, and each included repurchase rights for ClearSign that expired by September 30, 2016.

Severance Consideration. a. As consideration for the release set forth herein, and provided that Employee does not revoke this Agreement within the revocation period referred to at Section 5(b)(iii) herein, ClearSign waives its right to repurchase 20,833 shares will reimburse Employee for the cost of common stock granted to health insurance premiums paid by Employee on for the months of January 2019, February 10, 2017 2019 and March 2019 (the “Severance ConsiderationAmount”). This waiver is a one-time waiver, is made for the purpose Payment of providing consideration for this Agreement, is limited to the matter expressly waived herein and should not be construed as an indication that ClearSign, in the event Employee revokes this Agreement, would be willing to agree to any future waiver related to the Severance Consideration. This waiver sets forth Amount will be made within 5 business days following the entire agreement end of ClearSign and Employee with respect to the waiver and supersedes all prior agreements and understandings, oral or written, with respect to the waiver. This waiver may not be amended, modified or supplemented, and no provision of this waiver may be waived, other than by a written instrument duly executed and delivered by Employee and by a duly authorized officer of ClearSign. Employee’s revocation of this Agreement renders this waiver null and void. Employer Initials Employee Initialseach month. b. No other benefits will be made available to Employee after the Separation Date except as provided herein, or by applicable law. c. Employee is solely responsible for the payment of, and therefore promises to pay, any taxes, penalties, or other costs assessed that are associated with the Severance Consideration. The Released Parties, as defined in Section 5 herein, have no duty with respect to such taxes, penalties or other costs. d. Employee will also be paid his wages for the period through the Separation Date less applicable withholdings and deductions through ClearSign’s ordinary semi-monthly payroll system. e. Employee is reminded that his outstanding stock option agreements (the “Award Agreements”) are as summarized on Exhibit A and that the Continuous Service provisions of the Award Agreements shall continue that, with the contemporaneous execution of a consulting agreement between Employee and ClearSign (the “Consulting Agreement”)) the Continuous Service provisions of the Award Agreements shall be satisfied. The right to purchase the common stock of ClearSign pursuant to the Award Agreements will expire 3 months from the termination of the Consulting Agreement for any reason, unless extended by other means. For the avoidance of doubt, nothing herein shall limit or modify Employee’s or ClearSign’s respective rights and obligations under the Award Agreements detailed in Exhibit A, which shall each remain in force unless any such Award Agreement expires or is terminated in accordance with its terms. f. Employee previously exercised his right to purchase 13,340 shares of common stock prior to vesting. These shares were fully earned and owned by M▇. ▇▇▇▇▇▇ effective December 31, 2016. g. Employee was previously granted a total of 125,000 shares of common stock under Stock Bonus Award Agreements No. S-▇, ▇-▇ (as amended), and S-3 dated September 30, 2011, September 30, 2011, and December 28, 2012, respectively, and each included repurchase rights for ClearSign that expired by September 30, 2016.