Common use of Termination Due to Death or Disability Clause in Contracts

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate Term of Employment shall be terminated immediately upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability death or disability (as such term is defined in Section 5 below), upon giving not less than thirty (30under the Company’s Long-Term Disability Plan) days’ written notice to of the Executive. In the event the Executive’s employment with the Company is terminated due to his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to and their sole remedies under this Agreement shall be: (i) Base Salary through the date of death or the Commencement Date, as the case may be, which shall be paid in a single lump sum 15 days following the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estateCommencement Date, as applicablethe case may be; (ii) the Executive’s accrued salary through and including the date pro rata Annual Incentive Award at 75% of termination and any bonus earned, but unpaid, Base Salary for the year prior to the year in which the Separation from Service (Executive’s death, or the Commencement Date, as defined the case may be, occurs, which shall be payable in Section 4(b) below) occurs (a lump sum 30 days after his death or on the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of first day following the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days six-month anniversary of the Executive’s Separation from Service termination of employment by reason of death disability; (iii) elimination of all restrictions on any Restricted Share Grants or Disability. In additiondeferred stock awards outstanding at the time of his death, or the Commencement Date, as the case may be; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as is provided in any stock option award agreement to which the Executive or his or her estateis a party; (v) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), as applicable, which shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable paid in a single lump sum upon certification to and in accordance with the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as terms of such Separation from Service), multiplied by awards; (yvi) settlement of all deferred compensation arrangements in accordance with the numerator of which is the number of days worked during the six Executive’s duly executed Deferral Election Forms; and (6)-month period preceding the Retention Date and the denominator of which is 182vii) other or additional benefits then due or earned, payable in a single lump within thirty (30) days following such Separation from Service; accordance with applicable plans and (iii) with respect to any outstanding equity awards or other long-term incentive awards, programs of the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The Executive’s 's employment under this Agreement will and the Term shall terminate upon Executive's death. The Company may terminate the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s of Executive as Chief Executive Officer due to Disability (as defined in Section 5 below8(c)) of Executive, effective upon the expiration of the 30-day period set forth in Section 8(c), upon giving not less than thirty (30) days’ written notice absent the actions referred to therein being taken by Executive to return to service and Executive's presentation to the ExecutiveCompany of a certificate of good health. In the event of the Executive’s 's Termination of Employment due to death or Disability, all obligations of the Company Group shall and Executive under Sections 1 through 5 of this Agreement will immediately cease; provided, however, that the Company will pay to the Executive (or, in the case of Executive's death, his beneficiaries or estate), and Executive (or, in the case of Executive’s 's death, his beneficiaries or estate) will be entitled to receive, as applicablethe following: (i) the Executive’s accrued The earned but unpaid portion of annual base salary through and including the date of termination and any bonus guaranteed annual cash bonus; (ii) Any annual cash incentive cash compensation earned, but unpaid, for the calendar year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal calendar year in which such Separation from Service occurs based on performance as determined by Termination of Employment occurs, (iii) An amount equal to the BoardSeverance Annual Incentive Amount, multiplied by (y) a fraction, the numerator of which is the number of days worked during Executive was employed in the fiscal year in which the death or Disability occurs of termination and the denominator of which is 365the total number of days in the year of termination, (iv) All vested, payable nonforfeitable amounts owing or accrued at the date of Executive's Termination of Employment under any compensation and benefit plans, programs and arrangements set forth or referred to in Sections 5(a) and 5(b) in which Executive theretofore participated, in accordance with the terms and conditions of the plans, programs and arrangements (and agreements and documents thereunder); and (v) Reimbursement of reasonable business expenses and disbursements incurred by Executive prior to such Termination of Employment, within 60 days after Executive (or Executive's representative) submits reasonable evidence of such expenses and disbursements to the Company. The Company shall pay the amounts under clauses (i) and (iii) in a single lump sum upon certification to payment no later than 30 days after Termination of Employment. The Company shall pay the Board of performance for such fiscal year; amount under clause (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty sum payment no later than (30A) 30 days following after Termination of Employment or (B) such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullearlier date as required by Section 4(b).

Termination Due to Death or Disability. The If Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be is terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event reason of the Executive’s death or Disability, Executive or his estate shall be entitled to receive: (a) Executive’s accrued Base Salary through the Company Group shall pay to the Termination Date; (b) an amount for reimbursement, paid within sixty (60) days following submission by Executive (or the if applicable, Executive’s estate, as applicable) to the Executive’s accrued salary through and including the date Company of termination and appropriate supporting documentation for any bonus earned, but unpaid, for the year unreimbursed business expenses properly incurred prior to the year Termination Date by Executive pursuant to Section 4 and in which the Separation from Service accordance with Company policy; (as defined in Section 4(bc) below) occurs any accrued and unpaid vacation pay, paid within sixty (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (3060) days of the Termination Date; and (d) such employee benefits, if any, to which Executive (or, if applicable, Executive’s Separation from Service by reason estate) or his dependents may be entitled under the employee benefit plans or programs of death the Company, paid in accordance with the terms of the applicable plans or Disabilityprograms (the amounts described in clauses (a) through (d) hereof being referred to as the “Accrued Rights”). In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive (x) in a lump sum in cash within two and one-half months after the following payments from Termination Date (or such earlier date as required by applicable law), the Company Group: amount of any annual bonus earned for any previously completed fiscal year in accordance with Section 3.2 that has not been paid (the “Accrued Bonus”); and (y) an amount equal to the product of (i) a pro rata bonus equal to the fraction of the current fiscal year that has elapsed through the date of Executive’s termination and (xii) the Board-approved annual bonus the payout for Executive would have earned for the such fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of actual Company performance for such fiscal year; (ii) a pro rata year measured following the completion thereof, payable at the time the annual bonus equal to (x) the Retention Bonus the Executive would have earned on been paid to Executive had he remained employed through the Retention Date if end of the such Separation from Service had not occurred fiscal year (i.e., if the Retention Bonus is unpaid as of such Separation from Service“Pro-Rata Bonus”), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, the Company Group shall pay to the Executive (or the Executive’s estateestate or Executive’s beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (x2½) months following the annual bonus the Executive would have earned for last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred; (iii) An amount equal to (A) the Board, Target Annual Bonus multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of the fiscal year in which such termination occurs through the death or Disability occurs date of such termination and the denominator of which is three hundred sixty-five (365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; ) (ii) a pro rata bonus equal to or three hundred sixty-six (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service366), multiplied by (y) the numerator of as applicable), which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump amount shall be paid within thirty (30) days following such Separation from ServiceExecutive’s termination date; and (iv) Subject to an election of COBRA continuation coverage under the Company’s group health plan by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12)-month period immediately following Executive’s termination occurred, payment of an amount equal to the difference between the monthly COBRA premium cost and (iii) with respect the monthly contribution paid by active employees for the same coverage. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon his death. The Board or the Executive’s death, and Chief Executive Officer of the Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the Company Group case may be, shall pay be entitled to: (i) The Accrued Obligations, paid in accordance with the Company’s payroll practices and applicable law; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) A pro rata amount of the Annual Bonus for the year of termination (the “Pro Rata Annual Bonus”), determined by multiplying the average Annual Bonus paid to Executive (or for the Executive’s estatetwo years immediately preceding such termination by a fraction, as applicable) the Executive’s accrued salary numerator is the number of days elapsed from the commencement of such year through and including the date of such termination and any bonus earnedthe denominator is 365 (or 366 if such termination occurs during a leap year), but unpaid, for with such amount to be paid on the year sixty-day anniversary of such termination; (iv) If such termination occurs prior to the year in grant of the Tranche 2 Equity Award, an immediate grant of the Tranche 2 Equity Award, which shall be fully vested as of the Separation from Service (as defined in Section 4(b) below) occurs (date of grant. If at the “Prior Year Earned Bonus”) and any other amounts or benefits time such grant is required to be paid made (i) insufficient shares remain available under the Company’s Equity and Incentive Plan or provided by law (ii) the shares underlying such award cannot be registered pursuant to an effective Registration Statement on Form S-8, Executive or under any plan, program, policy or practice Executive’s estate will receive the equivalent value of the Company Group Tranche 2 Equity Award (collectively, based on the “Other Accrued Compensation and Benefits”), payable within thirty (30) days closing price of the ExecutiveCompany’s Separation from Service by reason common stock on the date of death or Disability. In addition, termination) in a cash payment with such amount to be paid on the Executive or his or her estatesixty-day anniversary of such termination; (v) All outstanding Company equity awards and unvested deferred compensation shall become fully vested (and, as applicable, exercisable), and all restrictions thereon shall lapse, effective as of the date of termination (provided that any payment or settlement provisions set forth in such grant, award, or other similar agreement that are required pursuant to Section 409A shall remain effective) (the “Equity Benefits”); and (vi) A lump sum cash payment equal to twenty four (24) times the “applicable percentage” of the monthly COBRA premium cost applicable to Executive if Executive (or his dependents) were to elect COBRA coverage in connection with such termination, with such amount to be paid on the sixty-day anniversary of such termination (such payment referred to herein as the “COBRA Payment”). For purposes hereof, the “applicable percentage” shall be entitled to receive the following payments from percentage of Employee’s health care premium costs covered by the Company Group: (i) a pro rata bonus equal to (x) as of the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator date of which is the number of days worked during the fiscal year in which the termination. Following Executive’s death or Disability occurs and the denominator a termination of which is 365Executive’s employment by reason of a Disability, payable except as set forth in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Servicethis Section 8(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the termination of Executive’s 's employment due to death or DisabilityDisability during the Employment Term or Transition Period, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable's estate or other beneficiary) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall will be entitled to receive the following payments from the Company Group: and benefits: (i) any Accrued Compensation; (ii) only if such death or Disability occurs during the Employment Term, a pro rata rated incentive bonus equal to for the year of termination, determined by multiplying (xA) the target annual incentive bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by year, or if no target annual incentive bonus was established for the Boardyear, multiplied the highest incentive bonus earned within the preceding three years, by (yB) a fraction, the numerator of which is the number of days worked during from the fiscal beginning of the calendar year in which through the death or Disability occurs date of termination, and the denominator of which is 365, payable which amount shall be paid in a single lump sum upon certification to within ten days of the Board date of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and termination; (iii) with respect to full and immediate vesting of the Option and any outstanding equity awards stock options or other longequity-term incentive based awards and, in the case of the Option and such other stock options or equity-based awards, the thencontinued right to exercise the options (or other awards) for at least 12 months following the date of termination, but in no event beyond the expiration of the stated term of such option (or other award); and (iv) Benefit Continuation Coverage, where applicable, for Executive and/or Executive's spouse for their lifetimes and, in the case of Executive's eligible dependents, until such dependent's attainment of the maximum age up to which the Company's plan, as then in effect, covers dependents of Company employees; provided that the cost of such coverage during the then remaining balance of the Contract Term shall be split between Company and Executive, or as applicable his spouse and/or dependents, in the same ratio as the cost-unvested shares sharing in effect under the Company's policies and procedures for Company executives at that time, and the cost of Restricted Stock such coverage after the expiration of the Contract Term shall be borne 100% by Executive, or as applicable his spouse and/or dependents. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive, or as applicable his spouse and/or dependents, will immediately vest in fullinstead be entitled to cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the reasonable cost of comparable individual or other replacement coverage through the end of the Contract Term.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of Executive’s Disability (as defined in Section 5 below)Disability, such termination to be effective upon giving not less than thirty (30) days’ Executive’s receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, the Company Group shall pay to the Executive (or the Executive’s estateestate or Executive’s beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred; and (iii) An amount equal to (A) the BoardAnnual Bonus that would have been paid to Executive but for his termination of employment, multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of the fiscal year in which such termination occurs through the death or Disability occurs date of such termination and the denominator of which is 365365 (or 366, payable in a single lump sum as applicable), which amount shall be based upon certification to the Board level of achievement of annual Company and individual performance objectives for such fiscal year; (ii) , as determined by the Compensation Committee, and paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred. Following Executive’s death or a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e.termination of Executive’s employment by reason of a Disability, if the Retention Bonus is unpaid except as of such Separation from Serviceset forth in this Section 7(c), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon his death. The Board or the Executive’s death, and Chief Executive Officer of the Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the Company Group case may be, shall pay be entitled to: (i) The Accrued Obligations, paid in accordance with the Company’s payroll practices and applicable law; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the calendar year immediately following the calendar year to which the Annual Bonus relates; (iii) A pro rata Annual Bonus for the year of termination (the “Pro Rata Bonus”), determined by multiplying the average Annual Bonus paid to Executive (or for the Executive’s estatetwo years immediately preceding such termination by a fraction, as applicable) the Executive’s accrued salary numerator is the number of days elapsed from the commencement of such year through and including the date of such termination and any bonus earnedthe denominator is 365 (or 366 if such termination occurs during a leap year), but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required with such amount to be paid or provided by law or under any plan, program, policy or practice on the sixty (60)-day anniversary of the such termination; (iv) [Intentionally Omitted]; (v) All outstanding Company Group equity awards and unvested deferred compensation shall become fully vested (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estateand, as applicable, exercisable), and all restrictions thereon shall lapse, effective as of the date of termination (provided that any payment or settlement provisions set forth in such grant, award, or other similar agreement that are required pursuant to Section 409A shall remain effective) (the “Equity Benefits”); and (vi) A lump sum cash payment equal to twenty four (24) times the “applicable percentage” of the monthly COBRA premium cost applicable to Executive if Executive (or his dependents) were to elect COBRA coverage in connection with such termination, with such amount to be paid on the sixty (60)-day anniversary of such termination (such payment referred to herein as the “COBRA Payment”). For purposes hereof, the “applicable percentage” shall be entitled to receive the following payments from percentage of Executive’s health care premium costs covered by the Company Group: (i) a pro rata bonus equal to (x) as of the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator date of which is the number of days worked during the fiscal year in which the termination. Following Executive’s death or Disability occurs and the denominator a termination of which is 365Executive’s employment by reason of a Disability, payable except as set forth in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Servicethis Section 8(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon his death. The Board or the Executive’s death, and Chief Executive Officer of the Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the Company Group case may be, shall pay be entitled to: (i) The Accrued Obligations, paid in accordance with the Company’s payroll practices and applicable law; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the calendar year immediately following the calendar year to which the Annual Bonus relates; (iii) A pro rata Annual Bonus for the year of termination (the “Pro Rata Bonus”), determined by multiplying the average Annual Bonus paid to Executive (or for the Executive’s estatetwo years immediately preceding such termination by a fraction, as applicable) the Executive’s accrued salary numerator is the number of days elapsed from the commencement of such year through and including the date of such termination and any bonus earnedthe denominator is 365 (or 366 if such termination occurs during a leap year), but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required with such amount to be paid or provided by law or under any plan, program, policy or practice on the sixty (60)-day anniversary of the such termination; (iv) [Intentionally Omitted]; (v) All outstanding Company Group equity awards and unvested deferred compensation shall become fully vested (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estateand, as applicable, exercisable), and all restrictions thereon shall lapse, effective as of the date of termination (provided that any payment or settlement provisions set forth in such grant, award, or other similar agreement that are required pursuant to Section 409A shall remain effective) (the “Equity Benefits”); and (vi) A lump sum cash payment equal to twenty four (24) times the “applicable percentage” of the monthly COBRA premium cost applicable to Executive if Executive (or his dependents) were to elect COBRA coverage in connection with such termination, with such amount to be paid on the sixty (60) day anniversary of such termination (such payment referred to herein as the “COBRA Payment”). For purposes hereof, the “applicable percentage” shall be entitled to receive the following payments from percentage of Executive’s health care premium costs covered by the Company Group: (i) a pro rata bonus equal to (x) as of the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator date of which is the number of days worked during the fiscal year in which the termination. Following Executive’s death or Disability occurs and the denominator a termination of which is 365Executive’s employment by reason of a Disability, payable except as set forth in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Servicethis Section 8(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will and the Term shall terminate upon the Executive’s death, and . The Company may terminate the Executive’s employment may be terminated by Electriq upon the Executive’s of Executive as Chief Executive Officer due to Disability (as defined in Section 5 below8(c)) of Executive, effective upon the expiration of the 30-day period set forth in Section 8(c), upon giving not less than thirty (30) days’ written notice absent the actions referred to therein being taken by Executive to return to service and Executive’s presentation to the ExecutiveCompany of a certificate of good health. In the event of the Executive’s Termination of Employment due to death or Disability, all obligations of the Company Group shall and Executive under Sections 1 through 5 of this Agreement will immediately cease; provided, however, that the Company will pay to the Executive (or or, in the case of Executive’s death, his beneficiaries or estate), as applicable) and Executive (or, in the case of Executive’s accrued salary through and including death, his beneficiaries or estate) will be entitled to receive, the date following: (i) The earned but unpaid portion of termination and any bonus annual base salary; (ii) Any annual cash incentive cash compensation earned, but unpaid, for the calendar year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal calendar year in which such Separation from Service occurs based on performance as determined by Termination of Employment occurs; (iii) An amount equal to the BoardSeverance Annual Incentive Amount, multiplied by (y) a fraction, the numerator of which is the number of days worked during Executive was employed in the fiscal year in which the death or Disability occurs of termination and the denominator of which is 365the total number of days in the year of termination; (iv) All vested, payable nonforfeitable amounts owing or accrued at the date of Executive’s Termination of Employment under any compensation and benefit plans, programs and arrangements set forth or referred to in Sections 5(a) and 5(b) in which Executive theretofore participated, in accordance with the terms and conditions of the plans, programs and arrangements (and agreements and documents thereunder); and (v) Reimbursement of reasonable business expenses and disbursements incurred by Executive prior to such Termination of Employment, within 60 days after Executive (or Executive’s representative) submits reasonable evidence of such expenses and disbursements to the Company. The Company shall pay the amounts under clauses (i) and (iii) in a single lump sum upon certification to payment no later than 30 days after Termination of Employment. The Company shall pay the Board of performance for such fiscal year; amount under clause (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) sum payment no later than 30 days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares after Termination of Restricted Stock will immediately vest in fullEmployment.

Termination Due to Death or Disability. The ExecutiveEmployee’s employment under this Agreement will shall terminate automatically upon his death. The Company may terminate Employee’s employment immediately upon the Executiveoccurrence of a Disability, such termination to be effective upon Employee’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the ExecutiveUpon Employee’s death or in the event that Employee’s employment is terminated due to his Disability, the Company Group shall pay to the Executive (Employee or the Executive’s estatehis estate or his beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred; and (iii) An amount equal to the Boardsum of (x) Employee’s then-current Base Salary, multiplied by (y) a fractionEmployee’s Annual Bonus for the immediately preceding fiscal year (or in the event such termination occurs prior to the payment of Employee’s Annual Bonus for 2011, if any, an amount equal to $750,000), and (z) the numerator cost of which is the number of days worked continued health and disability insurance coverage for Employee and his covered dependents during the fiscal year Severance Term, based on the monthly cost of continuation coverage under COBRA as of the date of termination, as applicable, under the applicable Company benefit plans, such amount to be paid in which substantially equal installments during the Severance Term in accordance with Reorganized FairPoint’s regular payroll practices. Following Employee’s death or Disability occurs and the denominator a termination of which is 365Employee’s employment by reason of a Disability, payable except as set forth in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Servicethis Section 8(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Employee shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s deathdeath or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive’s employment may be terminated by Electriq upon the Executive’s “Disability (as defined in Section 5 belowDate”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive the following payments from the Company Group: receive: (i) a pro rata bonus lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual bonus incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have earned for been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, she shall, so long as her Permanent Disability occurs and continues, remain eligible for all benefits provided under any long-term disability programs of the denominator Company in effect at the time of which is 365such termination, payable in a single lump sum upon certification subject to the Board terms and conditions of performance any such programs, as the same may be changed, modified, or terminated for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) or with respect to any outstanding equity awards or other long-term incentive awards, all senior management personnel of the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon In the event of the Executive’s death, and the Executive’s employment shall automatically cease and terminate as of the date of death. If the Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to the Executive (or his spouse or representative if in the Company’s reasonable determination the Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, the Executive shall be considered “Disabled” and the employment of the Executive hereunder and this Agreement may be terminated by Electriq the Executive or the Company upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executiveother party following such certification. In the event of the termination of employment due to the Executive’s death or Disabilitydisability, Executive or his estate or legal representatives shall be entitled to receive: a. payment for all accrued but unpaid Base Salary as of the Company Group shall pay to the Executive (or date of the Executive’s estate, as applicabletermination of employment; b. reimbursement for expenses incurred by the Executive pursuant to Section 5(b) the Executive’s accrued salary through up to and including the date on which employment is terminated; a. any earned benefits to which the Executive may be entitled as of the date of termination and pursuant to the terms of any bonus earned, but unpaidcompensation or benefit plans (including, for the avoidance of doubt, any equity plans) to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time they would have been payable but for such termination, collectively called the “Accrued Payments”); b. any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; c. if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for that fiscal year against the performance goals for that fiscal year, at the time such annual incentive bonuses are paid to the Company’s other senior executives (but in any event no later than March 15 following the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”employment termination occurs), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The If Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Termination Date occurs on account of death or Disability (as defined in Section 5 4(g) below), upon giving not less than thirty (30) days’ written notice then, subject to the Executive. In the event terms and conditions of the Executive’s death or Disabilitythis Agreement, the Company Group Executive shall pay be entitled to the Executive (or following payments and benefits: i. the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, Accrued Amounts; and ii. a pro-rata Annual Bonus for the year prior to the year in which the Separation from Service Termination Date occurs determined as the product of (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (xA) the annual bonus the Annual Bonus that would otherwise have been paid to Executive would have earned for the fiscal calendar year in which such Separation the Termination Date occurs had the Termination Date not occurred (determined without regard to any reduction therein resulting solely from Service occurs based on performance as determined by a reduction in the BoardTarget Bonus which constitutes Good Reason), multiplied by (yB) a fraction, the numerator of which is the total number of days worked during Executive is employed by the fiscal Company Group in the calendar year in which the death or Disability Termination Date occurs and through the Termination Date, and the denominator of which is 365365 (the “Pro-Rata Annual Bonus”), payable to Executive in a single lump sum upon certification at the same time as Annual Bonuses for the year to which the Board Pro-Rata Annual Bonus relates are payable to similarly-situated executives of performance for such fiscal year; (iithe Company whose Termination Date has not occurred. Any Pro-Rata Annual Bonus that is payable pursuant to this Section 4(c) a pro rata bonus equal to (xor Sections 4(d)-(e) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had hereof shall not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable be in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect addition to any outstanding equity awards or other long-term incentive awards, bonus that may otherwise be payable to Executive under the then-unvested shares terms of Restricted Stock will immediately vest the Bonus Plan and that would be included in fullthe Accrued Amounts for the year in which the Termination Date occurs.

Termination Due to Death or Disability. The ExecutiveUnless otherwise terminated earlier pursuant to the terms of this Agreement, the Employee’s employment under this Agreement will shall terminate upon either the ExecutiveEmployee’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executivedeath or Disability. In the event of the ExecutiveEmployee’s death or Disability, the Company Group shall pay to the Executive Employee (or the Executive’s his estate, as applicable) (i) the ExecutiveEmployee’s accrued salary earned but unpaid Base Salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, program or policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of termination of the ExecutiveEmployee’s Separation from Service by reason of death or Disability. In additionemployment and (ii) any bonus otherwise payable for a fiscal year, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs prorated based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is upon the number of days worked during elapsed from the beginning of that fiscal year relative to the number of days in the full fiscal year. Such bonus will be payable on the earlier of (1) March 31 following the end of the fiscal year in upon which such bonus was calculated and (2) the death or Disability occurs and date two weeks after the denominator completion of which is 365, payable in a single lump sum upon certification to the Board of performance Company’s audited financial statements for such fiscal year; (ii) a pro rata provided that, in no event shall such bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within be paid earlier than thirty (30) days following prior to the March 31 date described herein. Such bonus will be subject to downward adjustment if the asset value upon which the bonus was calculated is greater than the asset value reflected in the Company’s audited financial statements for such Separation from Service; fiscal year. For purposes of this Agreement, “Disability” means that the Employee, because of physical or mental disability or incapacity, is unable to perform the Employee’s duties for an aggregate of 180 working days during any twelve (12) month period. All questions arising under this Agreement regarding the Employee’s disability or incapacity shall be determined by a reputable physician mutually selected by the Company and (iiithe Employee at the time such question arises. The determination of the physician selected pursuant to the above provisions of this Section 4(a) with respect as to any outstanding equity awards or other long-term incentive awards, such matters shall be conclusively binding upon the then-unvested shares of Restricted Stock will immediately vest in fullParties.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, death and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), ) may be terminated by the Company upon giving not less than thirty (30) 30 days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s his estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) 30 days of the Executive’s Separation from Service by reason of death or Disability. In addition, solely in the event the Executive’s employment under this Agreement terminates as a result of death or Disability after the Executive or his or her estatethe Company delivers a Final Non-Renewal Notice, as applicable, the Executive shall be entitled to receive the following payments from the Company Groupfollowing: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such the Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability Separation from Service occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal full acceleration of all outstanding stock options granted by the Company to (x) the Retention Bonus the Executive would have earned on pursuant to any of the Retention Date if such Separation from Service had Company’s long-term incentive plans, to the extent not occurred (i.e.already vested, if which shall remain exercisable for the Retention Bonus is unpaid as three-year period following the date of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Servicetermination; and (iii) with respect to all outstanding time and performance vesting restricted stock or restricted stock unit awards granted by the Company to the Executive pursuant to any outstanding equity awards or other of the Company’s long-term incentive plans, (1) in the case of death, full acceleration of such awards with any performance awards vesting at their respective target performance levels; or (2) in the case of Disability, continued vesting in accordance with the terms of such awards, with any performance vesting awards subject to the then-unvested shares of Restricted Stock applicable performance conditions; and (iv) with respect to any other outstanding equity awards, such awards will immediately continue to vest in fullaccordance with their terms, with any performance vesting awards subject to the applicable performance conditions.

Termination Due to Death or Disability. The If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s deathdeath or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive’s employment may be terminated by Electriq upon the Executive’s “Disability (as defined in Section 5 belowDate”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive the following payments from the Company Group: receive: (i) a pro rata bonus lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual bonus incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have earned for been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which that shall have elapsed through the death or Disability occurs and the denominator date of which is 365Executive’s termination of employment, payable in a single lump sum upon certification to the Board of performance for when such fiscal yearannual incentive would otherwise have been payable had Executive’s employment not terminated; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and and (iii) such Executive benefits described in Sections 4(a), 4(b) and 4(c) (“Executive Benefits”), if any, as to which Executive may be entitled under the Executive benefit plans and arrangements of the Company. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, he shall, so long as his Permanent Disability continues, remain eligible for all benefits provided under any long-term disability programs of the Company in effect at the time of such termination, subject to the terms and conditions of any such programs, as the same may be changed, modified, or terminated for or with respect to any outstanding equity awards or other long-term incentive awards, all senior management personnel of the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the (a) Executive’s employment may be terminated by Electriq the Company on account of Executive’s Disability, and shall be terminated upon Executive’s death. The Company shall have the right to terminate Executive’s employment on account of Disability if the Executive is determined to be disabled under the Company’s disability plan. If the Executive is not covered under the Company’s disability plan, then the Executive shall be deemed to suffer from a Disability if, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from the full-time performance of his duties with the Company for ninety (90) days – whether or not consecutive – in any six-month period. (b) If the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice employment is terminated due to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) his accrued but unpaid Base Salary and accrued vacation pay through the date of his termination; (ii) any unpaid Annual Incentive Compensation earned but not paid in the previous year; (iii) an amount in lieu of any Annual Incentive Compensation determined under (c); plus (iv) any amounts otherwise payable to Executive under the terms of the Company benefit plans and programs, including but not limited to any stock incentive plans, in which he is a pro rata bonus equal to participant, at the times such payments are due. (xc) In lieu of payment of any unpaid Annual Incentive Compensation, the Company shall pay the Executive or the Executive’s estate the greater of (i) the annual bonus average Annual Incentive Compensation paid to the Executive would have earned for during the two fiscal years prior to the fiscal year in which such Separation from Service occurs of his death or Disability, or (ii) the amount of the Annual Incentive Compensation that the Board of Directors determines would have been paid to the Executive if the fiscal year ended on the last business day of day the month immediately before his death or Disability based on performance as determined by solely upon the Board, earnings per share criterion and multiplied by (y) a fraction, the numerator of which is the number of days worked during months in the fiscal year in which the Executive dies or becomes disabled that were completed prior to his death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full12.

Termination Due to Death or Disability. The Executive’s employment under If the Executive dies or becomes Disabled while employed hereunder, this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon shall automatically cease and terminate as of the date of the Executive’s death or the date of Disability (which date shall be determined under Section 5.1 above, and referred to as defined in Section 5 belowthe “Disability Date”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Executive’s employment due to his death or Disability, the Company Group shall pay to the Executive (or or, in the Executive’s event of his death, his estate) shall be entitled to receive: (i) a lump sum cash payment, as applicablepayable within ten (10) the Executive’s accrued salary through and including business days after the date of termination and death or the Disability Date equal to the sum of (A) any bonus earnedaccrued but unpaid Base Salary as of the date of death or the Disability Date, (B) any earned but unpaid, for the year unpaid portions of Annual Bonuses in respect of fiscal years completed prior to the year date of death or the Disability Date, (C) any compensation deferred under the provisions of any deferred compensation plan and (D) any unreimbursed business expenses due under Section 4.2.1 of this Agreement; (ii) a monthly payment payable in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice each of the Company Group twelve (collectively, 12) months following the “Other Accrued Compensation and Benefits”), payable within thirty (30) days date of the Executive’s Separation from Service by reason of death or Disability Date in an amount equal to one-twelfth (1/12th) of the Executive’s annual Base Salary in effect immediately prior to his death or Disability Date; (iii) solely in the event of the termination of the Executive’s employment due to his Disability. In addition, if the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of such COBRA costs for a period of up to eighteen (18) months following the termination of his employment; provided, however, that the Company’s obligation under this Section 5.2(iii) shall be reduced to the extent that comparable medical coverage is provided by a subsequent employer; (iv) partial acceleration of the vesting of a portion of the Executive’s stock options and other equity awards, and extension of time to exercise any vested stock options, as provided in Section 3.3.2; and (v) such employee benefits described in Section 4.1 as the Executive or his or her estate, as applicable, shall estate may be entitled to receive hereunder or under the following payments from employee benefit plans, programs and arrangements of the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The ExecutiveIf Employee's employment is terminated prior to the second anniversary of the Effective Date due to death or disability, Employee shall be entitled to those post termination payments and benefits set forth in Section 10(a)(i) above and vesting and payment of all equity-based incentive awards as provided in Section 10(b)(iv). For the remainder of Employee’s employment under this Agreement will terminate upon after the Executive’s deathsecond anniversary after the Effective Date, and the Executiveif Employee’s employment may be is then terminated by Electriq upon during the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice Employment Term due to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive Employee (or to Employee's estate or personal representative in the Executive’s estatecase of death), as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earnedsoon as practicable, but unpaid, for not later than the year prior to sixty-fifth (65th) day after the Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated Annual Bonus based upon the target Annual Bonus Opportunity in the year in which the Separation from Service Date of Termination occurred (as defined in Section 4(bor the prior year if no target Annual Bonus Opportunity has yet been determined) below) occurs (multiplied by the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice percentage of the Company Group (collectively, calendar year completed before the “Other Accrued Compensation and Benefits”), payable within thirty (30) days Date of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal yearTermination; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and plus (iii) with respect the unpaid portion of the Annual Base Salary that would have been paid through the remainder of the Employment Term but for the termination due to Disability; plus (iv) vesting and/or payment of all equity-based incentive awards as provided in Section 10(b)(iv); provided that the amount Annual Base Salary due Employee following a termination for Disability shall be reduced by the benefit due for the remainder of the Employment Term under any outstanding equity awards or other long-term incentive awards, supplemental disability insurance policy provided under Section 5(c) of this Agreement at the then-unvested shares of Restricted Stock will immediately vest in fullCompany’s expense.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and If the Executive’s employment may be is terminated during the Term of Employment by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event reason of the Executive’s death or Disability, the Company Group Executive’s Term of Employment shall pay terminate automatically without further obligations to the Executive, his legal representative or his estate, as the case may be, under this Agreement except for any compensation earned but not yet paid, including and without limitation, any amount of Base Salary accrued or earned but unpaid and any other payments payable to the Executive pursuant to Section 5(g) below, which amounts shall be promptly paid in a lump sum to the Executive, his legal representative or his estate, as the case may be. In addition (or subject to compliance with the requirements of Section 5(k) in the event of Disability): (i) In the event the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s death or Disability, the Executive, his legal representative or his estate, as applicable) the case may be, shall receive a lump sum payment in an amount equal to the Executive’s accrued salary through and including Base Salary. Such lump sum payment shall be paid to the Executive, his legal representative or his estate, as the case may be, as soon as possible (without undue delay), but in any event within 60 days following the date of termination and on account of death or Disability. (ii) The Executive shall receive any bonus earned, but unpaid, unpaid Annual Bonus (as defined in Exhibit A) for the year prior to Performance Period (as defined in Exhibit A) immediately preceding the Executive’s date of termination if the Executive’s employment is terminated during the Term of Employment by reason of the Executive’s death or Disability, and such termination occurs on or after December 31 of the calendar year in which the Separation from Service Performance Period ends, as described on Exhibit A. (as defined in Section 4(biii) below) occurs (In the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided event the Executive’s employment is terminated during the Term of Employment by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days reason of the Executive’s Separation from Service by reason of death or Disability. In addition, the Company shall reimburse the Executive or for 100% of the COBRA premiums incurred by the Executive for the Executive and his or her estate, as applicable, eligible dependents under the Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be entitled to receive provided on the payroll date immediately following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that the first payment shall include any reimbursements that would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked otherwise been payable during the fiscal year in which period beginning on the death or Disability occurs Executive’s termination date and ending on the denominator date of which is 365, payable in a single lump sum upon certification the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullExecutive.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will and the Term shall terminate upon the Executive’s death, and . The Company may terminate the Executive’s employment may be terminated by Electriq upon the Executive’s of Executive as Chief Executive Officer due to Disability (as defined in Section 5 below8(c)) of Executive, effective upon the expiration of the 30-day period set forth in Section 8(c), upon giving not less than thirty (30) days’ written notice absent the actions referred to therein being taken by Executive to return to service and Executive’s presentation to the ExecutiveCompany of a certificate of good health. In the event of the Executive’s Termination of Employment due to death or Disability, all obligations of the Company Group shall and Executive under Sections 1 through 5 of this Agreement will immediately cease; provided, however, that the Company will pay to the Executive (or or, in the case of Executive’s death, his beneficiaries or estate), as applicable) and Executive (or, in the case of Executive’s accrued death, his beneficiaries or estate) will be entitled to receive, the following: (i) The earned but unpaid portion of annual base salary through and including the date of termination and any bonus guaranteed annual cash bonus; (ii) Any annual cash incentive cash compensation earned, but unpaid, for the calendar year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal calendar year in which such Separation from Service occurs based on performance as determined by Termination of Employment occurs, (iii) An amount equal to the BoardSeverance Annual Incentive Amount, multiplied by (y) a fraction, the numerator of which is the number of days worked during Executive was employed in the fiscal year in which the death or Disability occurs of termination and the denominator of which is 365the total number of days in the year of termination, (iv) All vested, payable nonforfeitable amounts owing or accrued at the date of Executive’s Termination of Employment under any compensation and benefit plans, programs and arrangements set forth or referred to in Sections 5(a) and 5(b) in which Executive theretofore participated, in accordance with the terms and conditions of the plans, programs and arrangements (and agreements and documents thereunder); and (v) Reimbursement of reasonable business expenses and disbursements incurred by Executive prior to such Termination of Employment, within 60 days after Executive (or Executive’s representative) submits reasonable evidence of such expenses and disbursements to the Company. The Company shall pay the amounts under clauses (i) and (iii) in a single lump sum upon certification to payment no later than 30 days after Termination of Employment. The Company shall pay the Board of performance for such fiscal year; amount under clause (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty sum payment no later than (30A) 30 days following after Termination of Employment or (B) such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullearlier date as required by Section 4(b).

Termination Due to Death or Disability. The In the event of the Executive’s 's death, Executive's employment under shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered “Disabled” and the employment of Executive hereunder and this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq Executive or the Company upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ ' written notice to the Executiveother party following such certification. In the event of the termination of employment due to Executive’s 's death or Disabilitydisability, Executive or his estate or legal representatives shall be entitled to receive: (i) payment for all accrued but unpaid Base Salary as of the Company Group shall pay to date of Executive's termination of employment; (ii) reimbursement for expenses incurred by the Executive (or the Executive’s estate, as applicablepursuant to Section 5(b) the Executive’s accrued salary through up to and including the date on which employment is terminated; (iii) any earned benefits to which the Executive may be entitled as of the date of termination and pursuant to the terms of any bonus earned, but unpaidcompensation or benefit plans (including, for the avoidance of doubt, any equity plans) to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time they would have been payable but for such termination, collectively called the “Accrued Payments”); (iv) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (v) if employment termination occurs prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and end of any other amounts or benefits required to be paid or provided by law or under any planfiscal year, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata annual incentive bonus equal to (x) the annual bonus the Executive would have earned for the such fiscal year in which such Separation from Service employment termination occurs (based on performance as determined actual business days in such fiscal year prior to such employment termination, divided by the Board, multiplied by (ytotal annual business days) a fraction, the numerator of which is the number of days worked during the determined and paid based on actual performance achieved for that fiscal year in which against the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance goals for such that fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon In the Executive’s death, and event that the Executive’s employment may hereunder is terminated due to his death or Disability, the Executive (or his estate or his beneficiaries, in the event of his death), shall be terminated entitled to receive: (i) Payment in respect of (A) his accrued but unpaid Base Salary through the Termination Date, (B) any unpaid business expense reimbursements due to the Executive under Section 8 of this Agreement, (C) notwithstanding anything to the contrary in Section 5 of this Agreement, in the event that the Termination Date occurs after the end of a calendar year, but prior to the date on which the applicable Annual Bonus earned by Electriq upon the Executive is paid to the Executive, payment of such Annual Bonus, and (D) the Executive’s Disability accrued but unused vacation days, if any, for the year in which the Termination Date occurs (as defined in Section 5 below(A), upon giving not less (B), (C) and (D) together, the “Accrued Amounts”). The Accrued Amounts shall be paid as soon as reasonably practicable, but no later than thirty (30) days’ written notice to , following the Executive. In Termination Date; (ii) payment of vested benefits, if any, in accordance with the event applicable benefit plans and programs of the Executive’s death or Disability, the Company Group shall pay as in effect from time to the Executive time; (or the Executive’s estate, as applicableiii) the Executive’s accrued salary through and including the date payment of termination and any bonus earned, but unpaid, for the year prior to a prorated Annual Bonus in respect of the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any planTermination Date occurs, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs determined based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during by the fiscal Executive in the year in which the death or Disability Termination Date occurs and actual achievement of the denominator performance goals established in respect of which is 365such year for the full year, payable at the same time as bonuses are paid to other employees of the Company, but no later than two and one-half (2 1⁄2) months following the end of the year in a single lump sum upon certification which the Termination Date occurs; and (iv) the Executive (or his estate or beneficiaries) shall be entitled to exercise any vested but unexercised stock options until the Board earlier of performance for such fiscal year; (ii) a pro rata bonus equal to (x) three (3) years following the Retention Bonus the Executive would have earned on the Retention Termination Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by or (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following final date such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fulloptions are exercisable by their terms.

Termination Due to Death or Disability. Employee's employment shall terminate automatically upon his death. The Executive’s Company may terminate Employee's employment under this Agreement will terminate immediately upon the Executive’s deathoccurrence of a Disability, and the Executive’s employment may such termination to be terminated by Electriq effective upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ Employee's receipt of written notice to the Executiveof such termination. In the event of the Executive’s Employee's employment is terminated due to his death or Disability, the Company Group shall pay to the Executive (Employee or the Executive’s estatehis estate or his beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (iii) In the case of any termination as a result of Employee's Disability, an amount equal to 75% of the sum of Employee's then current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices; (iv) In the case of any termination as a result of Employee's Disability, upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% of the sum of Employee's then current Base Salary; (v) A pro rata bonus equal to Annual Bonus (x) determined using the annual bonus the Executive would have earned target Annual Bonus for the fiscal year in which such Separation from Service occurs termination occurs) based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination; and (vi) Vesting, as of the date of termination, of all Awards. Except as set forth in which the this Section 7(b), following Employee's termination by reason of his death or Disability occurs and the denominator of which is 365Disability, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would Employee shall have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The If Executive dies during the Term, Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s death. If Executive becomes Disabled during the Term, and the Company may terminate Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written days notice to the Executive. In the event of the termination of employment hereunder due to Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive the following payments from the Company Group: receive: (i) a pro rata bonus lump sum cash payment, payable on the termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the annual bonus date of Executive’s termination of employment hereunder, and (y) any accrued but unused vacation time in accordance with Company policy; (ii) a payment equal to any earned but unpaid Annual Bonus in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder payable at the same time bonuses are paid for such completed fiscal year to other senior executives of the Company, but in no event later than two and one-half (2 1/2) months following the end of such completed fiscal year; (iii) a “Pro Rata Portion of the Bonus,” meaning an amount equal to any Annual Bonus to which Executive would have earned been entitled had Executive remained an employee for the balance of the Company’s fiscal year in which such Separation from Service occurs based on performance as determined by the Board, his employment terminated multiplied by (y) a fraction, the numerator of which is the number of days worked during the from February 1 of such fiscal year in which through the death or Disability occurs date of Executive’s termination, and the denominator of which is 365. Such Pro Rata Portion of the Bonus, payable if any, shall be paid to Executive in a single lump sum upon certification payment at the same time bonuses are paid for the fiscal year of termination to other senior executives of the Board Company, but in no event later than two and one-half (2 1/2) months following the end of performance for such fiscal year; ; (iiiv) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e.employee benefits, if any, to which Executive may be entitled under the Retention Bonus is unpaid as employee benefit plans and arrangements of such Separation from Service), multiplied the Company; and (v) reimbursement of any expenses incurred by (y) the numerator of which is the number of days worked Executive during the six Term that are reimburseable by the Company in accordance with Section 4(c) (6)-month period preceding the Retention Date and amounts described in clauses 5(b)(i) through (v) are collectively referred to herein as the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full“Accrued Obligations”).

Termination Due to Death or Disability. The In the event of the Executive’s 's death, Executive's employment under shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "disabled" and the employment of Executive hereunder and this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq Executive or the Company upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ ' written notice to the Executiveother party following such certification. In the event of the termination of employment due to Executive’s 's death or Disabilitydisability, Executive or his estate or legal representatives shall be entitled to receive: (i) payment for all accrued but unpaid Base Salary as of the Company Group shall pay to date of Executive's termination of employment; (ii) reimbursement for expenses incurred by the Executive (or the Executive’s estate, as applicablepursuant to Section 5(b) the Executive’s accrued salary through up to and including the date on which employment is terminated; (iii) any earned benefits to which the Executive may be entitled as of the date of termination and pursuant to the terms of any bonus earnedcompensation or benefit plans to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time they would have been payable but unpaidfor such termination, collectively called the "Accrued Payments"); (iv) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the year employment termination date; (v) if employment termination occurs prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and end of any other amounts or benefits required to be paid or provided by law or under any planfiscal year, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata annual incentive bonus equal to (x) the annual bonus the Executive would have earned for the such fiscal year in which such Separation from Service employment termination occurs (based on performance as determined actual business days in such fiscal year prior to such employment termination, divided by the Board, multiplied by (ytotal annual business days) a fraction, the numerator of which is the number of days worked during the determined and paid based on actual performance achieved for that fiscal year in which against the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance goals for such that fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The If Executive dies during the Period of Employment, the Period of Employment and Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s death. If Executive becomes Permanently Disabled during the Period of Employment, the Company may terminate the Period of Employment and the Executive’s employment may be terminated hereunder by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ providing Executive written notice to the Executiveof such termination. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, the Company Group Executive or her estate shall pay be entitled to receive: (i) a lump sum cash payment, payable within fifteen (15) calendar days (or earlier, if required by applicable law) after termination of Executive’s employment, equal to the Executive sum of (or A) any accrued but unpaid Base Salary as of the date of Executive’s estate, as applicabletermination of employment hereunder and (B) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s accrued salary termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); (ii) a lump sum cash payment, payable within sixty (60) calendar days after termination of Executive’s employment, in an amount equal to one (1) times her annual rate of Base Salary (as in effect immediately prior to such termination); and (iii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, with such pro-ration based upon the percentage of such fiscal year that shall have elapsed through and including the date of termination of Executive’s employment, payable within sixty (60) calendar days after termination of Executive’s employment. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and any bonus earned6(c), but unpaidand except for Executive’s rights (if any) under the plans, for the year prior to the year in which the Separation from Service (as defined arrangements and programs referenced in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement or to any cash severance or termination benefits under any other amounts or benefits required to be paid or provided by law or under any severance plan, program, policy or practice arrangement of the Company Group and its affiliates. As a condition precedent to any Company obligation to Executive pursuant to this Section 6(b) or (collectively, the “Other Accrued Compensation and Benefits”c) (other than pursuant to Section 6(c)(i), payable within thirty (30) days which for the avoidance of the doubt shall be promptly paid to Executive following termination), Executive, or Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his estate or her estatepersonal representative, as if applicable, shall be entitled to receive shall, upon or promptly following her last day of employment with the following payments from Company, provide the Company Group: (i) with a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year valid, executed, written release of claims in which such Separation from Service occurs based on performance as determined a form provided by the Board, multiplied Company and such release shall have not been revoked by Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide such form of release to Executive within five (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (305) days following the termination of Executive’s employment, and Executive shall execute such Separation release within twenty-one (21) days (or forty-five (45) days if such period is required under applicable law) following Executive’s receipt of such form of release from Service; the Company. The Company shall have no obligation to make any payment to Executive pursuant to Section 6(b) or (c) unless and (iiiuntil the release contemplated by this Section 6(c) becomes irrevocable by Executive in accordance with respect all applicable laws, rules and regulations. If the maximum period of time in which Executive has to any outstanding equity awards or other long-term incentive awardsconsider and revoke such release spans two different calendar years, the then-unvested shares payment of Restricted Stock will immediately vest the applicable benefits shall (to the extent required in fullorder to avoid any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) be made in the second of those two years.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will Company may terminate upon the Executive’s death, and the Executive’s 's employment may be terminated by Electriq upon the Executive’s hereunder due to Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s 's death or a termination of the Executive's employment by the Company due to Disability, the Company Group shall pay to the Executive (Executive, his estate or the Executive’s estatehis legal representative, as applicablethe case may be, shall be entitled to: (i) in the Executive’s accrued salary through and including case of death, a death benefit in an amount equal to twenty-four months of monthly Base Salary at the rate in effect (as provided for by Section 2.1 of this Agreement but not beyond age 65) on the date of termination plus any amounts paid pursuant to the group and/or individual life insurance policies referred to in Section 2.5 of this Agreement, and (ii) in the case of Disability, an amount equal to twenty-four months of monthly Base Salary at the rate in effect plus any bonus earnedpayments received under any long-term disability plan or policy maintained by the Company) for so long as the Executive is subject to a Disability, but unpaid, not beyond age 65; (b) any Base Salary accrued or any Annual Bonus for the any calendar year prior to the calendar year in which death or Disability occurs that was earned but not yet paid as of the Separation from Service Date of Termination (as defined in Section 4(b) below) occurs herein); (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (ic) a pro rata bonus equal to (x) the annual bonus the Executive would have earned Annual Bonus for the fiscal calendar year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs (determined and the denominator of which is 365, payable in a single lump sum upon certification accordance with Section 2.2 of this Agreement); (d) any accrued vacation pay; (e) reimbursement for expenses incurred but not yet paid prior to such death or Disability; (f) all outstanding options granted to Executive to purchase Common Stock under the Company's option plans (or under any option plan of any predecessor to the Board Company) shall, to the extent not already vested, become immediately fully vested and shall remain exercisable until the end of performance the original term of such option without regard to the Executive's termination of employment; (g) in the case of death, any other compensation and benefits, including deferred compensation, as may be provided in accordance with the terms and provision of any applicable plans and programs of the Company; and (h) in the case of Disability, (i) continuation of the Executive's health and welfare benefits (as described in Section 2.5 of this Agreement) at the level in effect (as provided for by Section 2.5) on the date of termination through the end of the three-year period following the termination of the Executive's employment (or, to the extent that any welfare benefit plan, program or arrangement in which the Executive participates provides for a longer continuation period, such fiscal year; longer period in accordance with such plan, program or arrangement) due to Disability (or the Company shall provide the economic equivalent thereof), and (ii) a pro rata bonus equal to (x) any other compensation and benefits as may be provided in accordance with the Retention Bonus terms and provisions of any applicable plans and programs of the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, death and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), ) may be terminated by the Company upon giving not less than thirty (30) 30 days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s his estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) 30 days of the Executive’s Separation from Service by reason of death or Disability. In addition, solely in the event the Executive’s employment under this Agreement terminates as a result of death or Disability after the Restatement Date, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Groupfollowing: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such the Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability Separation from Service occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal full acceleration of all outstanding stock options granted by the Company to (x) the Retention Bonus the Executive would have earned on pursuant to any of the Retention Date if such Separation from Service had Company’s long-term incentive plans, to the extent not occurred (i.e.already vested, if which shall remain exercisable for the Retention Bonus is unpaid as three-year period following the date of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Servicetermination; and (iii) with respect to all outstanding time and performance vesting restricted stock or restricted stock unit awards granted by the Company to the Executive pursuant to any outstanding equity awards or other of the Company’s long-term incentive plans, (1) in the case of death, full acceleration of such awards with any performance awards vesting at their respective target performance levels; or (2) in the case of Disability, continued vesting in accordance with the terms of such awards, with any performance vesting awards subject to the then-unvested shares of Restricted Stock applicable performance conditions; and (iv) with respect to any other outstanding equity awards, such awards will immediately continue to vest in fullaccordance with their terms, with any performance vesting awards subject to the applicable performance conditions.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s his death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his estate or her estatehis beneficiaries, as applicablethe case may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Subject to (x) satisfaction of the annual bonus applicable performance objectives applicable under the Executive would have earned Annual Bonus Plan for the fiscal year in which such Separation from Service occurs termination occurs, an amount equal to (A) the Annual Bonus that Executive would otherwise have been entitled to receive under the Annual Bonus Plan (based on actual achievement of applicable performance as determined by the Boardobjectives) had no such termination occurred, multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of such fiscal year in which through the death or Disability occurs date of such termination and the denominator of which is 365365 (the “Pro Rata Bonus”), payable which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in a single lump sum upon certification to no event later than the Board 15th day of performance for the third month months following the last day of the fiscal year in which such fiscal year; termination occurred; (iiiii) a pro rata bonus An amount equal to two (2) times the sum of (x) Base Salary and (y) the Retention Bonus Target Annual Bonus, such amount to be paid in a lump sum within 15 days following the date of termination; provided that such amount shall be reduced (on a dollar-for-dollar basis) by the total of all monetary payments actually received by the Executive would have earned from bona fide short-term or long-term disability plans maintained by the Company covering the Executive; (iv) Full accelerated vesting and immediate lapse of restrictions on the Retention Date if such Separation from Service had not occurred Sign-On Restricted Stock Grant; and (i.e.v) Pro-rated accelerated vesting of the next (25%) installment of the Sign-On Options that was scheduled to vest on the next vesting date immediately following Executive’s termination due to death or Disability, if the Retention Bonus is unpaid as of such Separation from Service), multiplied by based on a fraction (yx) the numerator of which is equal to the number of days worked during completed months that have elapsed in the six one-year period ending on such next vesting date through and including the date of such termination and (6)-month period preceding the Retention Date and y) the denominator of which is 182equal to 12. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, payable except as set forth in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect this Section 7(b), Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The If Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event Termination Date occurs on account of the Executive’s death or Disability, the Company Group shall pay then, subject to the terms and conditions of this Agreement, Executive (or shall be entitled to the Executive’s estate, as applicable) following payments and benefits: i. the Executive’s accrued salary through Accrued Amounts; and including the date of termination and any bonus earned, but unpaid, 767483144.1 ii. a pro-rata Annual Bonus for the year prior to the year in which the Separation from Service Termination Date occurs determined as the product of (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (xA) the annual bonus the Annual Bonus that would otherwise have been paid to Executive would have earned for the fiscal calendar year in which such Separation the Termination Date occurs had the Termination Date not occurred (determined without regard to any reduction therein resulting solely from Service occurs based on performance as determined by a reduction in the BoardTarget Bonus which constitutes Good Reason), multiplied by (yB) a fraction, the numerator of which is the total number of days worked during Executive is employed by the fiscal Company Group in the calendar year in which the death or Disability Termination Date occurs and through the Termination Date, and the denominator of which is 365365 (the “Pro-Rata Annual Bonus”), payable to Executive in a single lump sum upon certification at the same time as Annual Bonuses for the year to which the Board Pro-Rata Annual Bonus relates are payable to similarly situated executives of performance for such fiscal year; (iithe Company whose Termination Date has not occurred. Any Pro-Rata Annual Bonus that is payable pursuant to this Section 4(c) a pro rata bonus equal to (xor Sections 4(d)-(e) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had hereof shall not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable be in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect addition to any outstanding equity awards or other long-term incentive awards, bonus that may otherwise be payable to Executive under the then-unvested shares terms of Restricted Stock will immediately vest the Bonus Plan and that would be included in fullthe Accrued Amounts for the year in which the Termination Date occurs.

Termination Due to Death or Disability. The If Executive dies or becomes Permanently Disabled during the Period of Employment, the Period of Employment and Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s deathdeath or the date of Permanent Disability (which date shall be determined by the Qualified Physician or by agreement, under Section 6(a) above, and referred to as the Executive’s employment may be terminated by Electriq upon the Executive’s “Disability (as defined in Section 5 belowDate”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive the following payments from the Company Group: receive: (i) a pro rata bonus lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder and (y) any earned but unpaid annual bonus incentive compensation in respect of the most recently completed fiscal year preceding Executive’s termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have earned for been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, based upon the percentage of such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which that shall have elapsed through the date of Executive’s termination of employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement. In the event Executive’s employment is terminated on account of Executive’s Permanent Disability, she shall, so long as her Permanent Disability occurs and continues, remain eligible for all benefits provided under any long-term disability programs of the denominator Company in effect at the time of which is 365such termination, payable in a single lump sum upon certification subject to the Board terms and conditions of performance any such programs, as the same may be changed, modified, or terminated for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) or with respect to any outstanding equity awards or other long-term incentive awards, all executive officers of the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The If Executive dies during the Period of Employment, the Period of Employment and Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s death. If Executive becomes Permanently Disabled during the Period of Employment, the Company may terminate the Period of Employment and the Executive’s employment may be terminated hereunder by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ providing Executive written notice to the Executiveof such termination. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, the Company Group Executive or his estate shall pay be entitled to receive a lump sum cash payment, payable within fifteen (15) calendar days (or earlier, if required by applicable law) after termination of Executive’s employment, equal to the Executive sum of (or the Executive’s estate, A) any accrued but unpaid Base Salary as applicable) the Executive’s accrued salary through and including of the date of Executive’s termination of employment hereunder and (B) any bonus earned, earned but unpaid, for unpaid annual incentive compensation in respect of the most recently completed fiscal year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs preceding Executive’s termination of employment hereunder (the “Prior Year Earned Earned/Unpaid Annual Bonus”). Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Section 5, Executive shall have no further rights to any compensation or other benefits under this Agreement or to any cash severance or termination benefits under any other amounts or benefits required to be paid or provided by law or under any severance plan, program, policy or practice arrangement of the Company Group (collectively, the “Other Accrued Compensation and Benefits”its affiliates. As a condition precedent to any Company obligation to Executive pursuant to Section 6(b), payable within thirty (30) days of the Executive, or Executive’s Separation from Service by reason of death or Disability. In addition, the Executive estate or his or her estatepersonal representative, as if applicable, shall be entitled to receive shall, upon or promptly following his last day of employment with the following payments from Company, provide the Company Group: (i) with a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year valid, executed, written release of claims in which such Separation from Service occurs based on performance as determined a reasonable and standard form provided by the Board, multiplied Company and such release shall have not been revoked by Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide such form of release to Executive within five (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (305) days following the termination of Executive’s employment, and Executive shall execute such Separation release within twenty-one (21) days (or forty-five (45) days if such period is required under applicable law) following Executive’s receipt of such form of release from Service; the Company. The Company shall have no obligation to make any payment to Executive pursuant to Section 6(b) or (c) unless and (iiiuntil the release contemplated by this Section 6(c) becomes irrevocable by Executive in accordance with respect all applicable laws, rules and regulations. If the maximum period of time in which Executive has to any outstanding equity awards or other long-term incentive awardsconsider and revoke such release spans two different calendar years, the then-unvested shares payment of Restricted Stock will immediately vest the applicable benefits shall (to the extent required in fullorder to avoid any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) be made in the second of those two years.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the termination of Executive’s 's employment due to death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable's estate or other beneficiary) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall will be entitled to receive the following payments from the Company Group: and benefits: (i) any Accrued Compensation, which amount shall be paid in a lump sum within 30 days of the date of termination in the case of disability or 10 days following the appointment of Executive's personal representative, executor or administrator in the case of death; (ii) pro rata bonus equal to (x) the annual bonus the Executive would have earned Contingent Salary for the fiscal year in which such Separation from Service occurs of termination (based on performance as upon the Contingent Salary target for the year or, if greater, Executive's actual Contingent Salary payment for the preceding year) determined by the Board, multiplied multiplying such amount by (y) a fraction, the numerator of which is the number of days worked during from the fiscal beginning of the calendar year in which through the death or Disability occurs date of termination, and the denominator of which is 365, payable which amount shall be paid in a single lump sum upon certification to within ten days of the Board date of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and termination; (iii) with respect to full and immediate vesting of any outstanding equity awards restricted stock and of any outstanding stock options or other longequity-based awards and, in the case of stock options (or other similar awards) the continued right to exercise the options (or other awards) for at least twelve months following the date of termination, but in no event beyond the expiration of the stated term incentive awardsof such option (or other award); and (iv) Benefit Continuation Coverage, where applicable, for Executive, Executive's spouse and Executive's eligible dependents for the then-unvested shares one year period following the date of Restricted Stock termination. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law. Executive (or Executive's estate) will immediately vest instead be entitled to cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, as the case may be, on an after tax basis, for the actual cost of comparable individual or other replacement coverage through the end of the Salary Continuation Period not to exceed 150% of the premium cost that would have been paid by FTI or the company had Executive not died or become permanently disabled. The group health portion of Benefit Continuation Coverage will be in fulladdition to and not in lieu of COBRA continuation coverage.

Termination Due to Death or Disability. The If Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be is terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event reason of the Executive’s death or by the Company due to Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive the following payments from the Company Groupreceive: (ia) a pro rata bonus equal to (x) Executive’s earned but unpaid Base Salary accrued through the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal yearTermination Date; (iib) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e.an amount for reimbursement, if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump paid within thirty (30) days following submission by Executive (or if applicable, Executive’s estate) to the Company of appropriate supporting documentation for any unreimbursed business expenses properly incurred prior to the Termination Date by Executive pursuant to Section 2.6 and in accordance with Company Group policies; (c) such Separation from Service; employee benefits, if any, to which Executive (or, if applicable, Executive’s estate) or his dependents may be entitled under the employee benefit plans or programs of the Company Group, paid in accordance with the terms of the applicable plans or programs (the amounts described in clauses (a) through (c) hereof being referred to as the “Accrued Rights”). In addition to the Accrued Rights, if Executive’s employment is terminated by reason of Executive’s death or by the Company due to Disability, subject, in the case of a termination due to Disability, to Executive’s continued compliance with this Agreement and the Equity Agreements, and Executive’s (or his estate’s or legal representative’s) execution, delivery and non-revocation of an effective release of all claims against the Company Group in substantially the form attached hereto as Exhibit A (the “Release”) within the sixty (60) day period following the date of the termination of Executive’s employment (the “Release Period”), Executive or his estate shall be entitled to receive (x) any earned but unpaid Annual Bonus related to the completed fiscal year preceding the fiscal year in which termination of employment occurs and (iiiy) an Annual Bonus for the year in which the Termination Date occurs, with payment based on actual performance during the year of termination, pro-rated to reflect the number of days during the bonus year in which Executive was employed by the Company, in each case, payable in accordance with regular payroll practices, less applicable withholdings and taxes, on the later of (x) the first regular payroll date following the date on which the Release becomes fully effective and (y) the date annual bonuses with respect to any outstanding equity awards or such fiscal year are payable to other executives of the Company, but in no event later than two and one-half months following the end of the year of termination (the amounts described in clauses (x) and (y) hereof being referred to as the “Bonus Severance”). For purposes hereof, “Disability” shall be determined in accordance with the Company’s long-term incentive awardsdisability plan as then in effect, the then-unvested shares of Restricted Stock will immediately vest whether or not Executive participates in fullsuch plan.

Termination Due to Death or Disability. The If Executive dies during the Period of Employment, the Period of Employment and Executive’s employment under this Agreement will shall automatically cease and terminate upon as of the date of Executive’s death. If Executive becomes Permanently Disabled during the Period of Employment, the Company may terminate the Period of Employment and the Executive’s employment may be terminated hereunder by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ providing Executive written notice to the Executiveof such termination. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s death or Permanent Disability, the Company Group Executive or Executive’s estate shall pay be entitled to receive: (i) a lump sum cash payment, payable within fifteen (15) calendar days (or earlier, if required by applicable law) after termination of Executive’s employment, equal to the Executive sum of (or A) any accrued but unpaid Base Salary as of the date of Executive’s estate, as applicabletermination of employment hereunder and (B) any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year preceding Executive’s accrued salary termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); (ii) a lump sum cash payment, payable within sixty (60) calendar days after termination of Executive’s employment, in an amount equal to one (1) times Executive’s annual rate of Base Salary (as in effect immediately prior to such termination); and (iii) a pro-rated portion of the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which termination of Executive’s employment occurs, with such pro-ration based upon the percentage of such fiscal year that shall have elapsed through and including the date of termination of Executive’s employment, payable within sixty (60) calendar days after termination of Executive’s employment. Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in Sections 6(b) and any bonus earned6(c), but unpaidand except for Executive’s rights (if any) under the plans, for the year prior to the year in which the Separation from Service (as defined arrangements and programs referenced in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and 5, Executive shall have no further rights to any compensation or other benefits under this Agreement or to any cash severance or termination benefits under any other amounts or benefits required to be paid or provided by law or under any severance plan, program, policy or practice arrangement of the Company Group and its affiliates. As a condition precedent to any Company obligation to Executive pursuant to this Section 6(b) or (collectively, the “Other Accrued Compensation and Benefits”c) (other than pursuant to Section 6(c)(i), payable within thirty (30) days which for the avoidance of the doubt shall be promptly paid to Executive following termination), Executive, or Executive’s Separation from Service by reason of death estate or Disability. In additionExecutive’s personal representative, the Executive or his or her estate, as if applicable, shall be entitled to receive shall, upon or promptly following his last day of employment with the following payments from Company, provide the Company Group: (i) with a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year valid, executed, written release of claims in which such Separation from Service occurs based on performance as determined a form provided by the Board, multiplied Company and such release shall have not been revoked by Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide such form of release to Executive within five (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (305) days following the termination of Executive’s employment, and Executive shall execute such Separation release within twenty-one (21) days (or forty-five (45) days if such period is required under applicable law) following Executive’s receipt of such form of release from Service; the Company. The Company shall have no obligation to make any payment to Executive pursuant to Section 6(b) or (c) unless and (iiiuntil the release contemplated by this Section 6(c) becomes irrevocable by Executive in accordance with respect all applicable laws, rules and regulations. If the maximum period of time in which Executive has to any outstanding equity awards or other long-term incentive awardsconsider and revoke such release spans two different calendar years, the then-unvested shares payment of Restricted Stock will immediately vest the applicable benefits shall (to the extent required in fullorder to avoid any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) be made in the second of those two years.

Termination Due to Death or Disability. The Executive’s employment under If the Executive dies or becomes Disabled while employed hereunder and prior to a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon shall automatically cease and terminate as of the date of the Executive’s death or the date of Disability (which date shall be determined under Section 5.1 above, and referred to as defined in Section 5 belowthe “Disability Date”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Executive’s employment due to his death or Disability, the Company Group shall pay to the Executive (or or, in the Executive’s event of his death, his estate) shall be entitled to receive: (i) a lump sum cash payment, as applicablepayable within ten (10) the Executive’s accrued salary through and including business days after the date of termination and death or the Disability Date equal to the sum of (A) any bonus earnedaccrued but unpaid Base Salary as of the date of death or the Disability Date, (B) any earned but unpaid, for the year unpaid portions of Annual Bonuses in respect of fiscal years completed prior to the year date of death or the Disability Date, (C) any compensation deferred under the provisions of any deferred compensation plan and (D) any unreimbursed business expenses due under Section 4.2.1 of this Agreement; (ii) a monthly payment payable in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice each of the Company Group twelve (collectively, 12) months following the “Other Accrued Compensation and Benefits”), payable within thirty (30) days date of the Executive’s Separation from Service by reason of death or Disability. In additionDisability Date in an amount equal to one-twelfth (1/12th) of the Executive’s annual Base Salary in effect immediately prior to his death or Disability Date; (iii) partial acceleration of the vesting of a portion of the Executive’s stock options and other equity awards, and extension of time to exercise any vested stock options, as provided in Section 3.3.2; (iv) such employee benefits described in Section 4.1 as the Executive or his or her estate, as applicable, shall estate may be entitled to receive hereunder or under the following payments from employee benefit plans, programs and arrangements of the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator retiree health coverage described in Section 4.4; and (v) in the case of which is 365Disability, payable continued use of a Company car as provided in Section 4.2.2 for a single lump sum upon certification to period of twelve (12) months following the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullExecutive’s Disability Date.

Termination Due to Death or Disability. The Executive’s employment under If the Executive dies or becomes Disabled while employed hereunder and prior to a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), this Restated Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon shall automatically cease and terminate as of the date of the Executive’s death or the date of Disability (which date shall be determined in accordance with Section 5.1 and referred to as defined in Section 5 belowthe “Disability Date”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Executive’s employment due to his death or Disability, the Executive (or, in the event of his death, his estate) shall be entitled to receive: (i) a lump sum cash payment, payable either on the Disability Date or within ten (10) business days after the date of Executive’s death, equal to the sum of (A) any currently earned but unpaid Base Salary as of the date of death or the Disability Date, (B) any accrued but unpaid vacation pay and (C) any unreimbursed business expenses due under Section 4.2.1 of this Restated Agreement; (ii) a lump sum payment, to be made within ten (10) business days after the date of the Executive’s Separation from Service due to his death or Disability, equal to the deferred portion of any Annual Bonuses for fiscal years completed prior to the date of Executive’s death or the Disability Date which vest on an accelerated basis (in accordance with Section 3.2.2) by reason of his death or Disability; (iii) a series of twelve (12) successive monthly payments, each equal to one-twelfth (1/12th) of the Executive’s annual Base Salary in effect immediately prior to his death or Disability Date, with the first such payment to be made on the first day of the first month immediately following the month in which the Executive’s Separation from Service occurs as a result of the Executive’s death or Disability, the Company Group shall pay to the Executive ; (or the Executive’s estate, as applicableiv) the Executive’s accrued salary through and including the date accelerated vesting of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days a portion of the Executive’s Separation from Service stock options and other equity awards, and extension of time to exercise each vested stock option, to the extent provided in Section 3.3.2; (v) any vested and accrued employee benefits described in Section 4.1 that are by reason of death or Disability. In addition, their terms payable to the Executive or his estate on or her estateafter his termination of employment, as applicablewith each such benefit to be paid in accordance with the applicable terms in effect for such payment at the time of the Executive’s death or Disability; and (vi) solely in the event the Executive’s employment terminates due to his Disability at a time when the Executive is not otherwise entitled to retiree health coverage pursuant to the provisions of Section 4.4 and the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of such COBRA costs for a period of up to eighteen (18) months following the termination of his employment; provided, however, that the Company’s obligation under this Section 5.2(vi) shall be entitled reduced to receive the following payments from the Company Group: (i) extent that comparable medical coverage is provided by a pro rata bonus equal to (x) the annual bonus subsequent employer. Any other vested compensation deferred on behalf of the Executive would have earned at the time of his death or Disability under any deferred compensation plan shall be paid at the time or times specified for payment pursuant to the provisions of such plan. Any pro-rated Annual Bonus to which the Executive may, in accordance with the provisions governing that Annual Bonus, become entitled for the fiscal year performance period in which such Separation from Service his death or Disability Date occurs based on performance as determined shall be paid to the Executive by the Boardfifteenth (15th) day of the third calendar month following the close of that fiscal year or as soon thereafter as administratively practicable, multiplied by (y) a fraction, but in no event shall such payment be made prior to the numerator first day of which is the number of days worked during the fiscal year in next succeeding the fiscal year for which that bonus is earned or later than the death or Disability occurs and the denominator last day of which is 365, payable in a single lump sum upon certification to the Board of performance for such that succeeding fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s his death, and the . The Board may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the Company Group case may be, shall pay be entitled to: (i) The Accrued Obligations, paid in accordance with the Company’s payroll practices and applicable law; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) A pro rata Annual Bonus for the year of termination (the “Pro Rata Bonus”), determined by multiplying the average Annual Bonus paid to Executive (or for the Executive’s estatetwo years immediately preceding such termination by a fraction, as applicable) the Executive’s accrued salary numerator is the number of days elapsed from the commencement of such year through and including the date of such termination and any bonus earnedthe denominator is three hundred sixty five (365) (or three hundred sixty six (366) if such termination occurs during a leap year), but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required with such amount to be paid or provided by law or under any planon the sixty-day anniversary of such termination; (iv) All outstanding Company equity awards and unvested deferred compensation shall become fully vested (and, programas applicable, policy or practice exercisable), and all restrictions thereon shall lapse, effective as of the Company Group date of termination (provided that any payment or settlement provisions set forth in such grant, award, or other similar agreement that are required pursuant to Section 409A shall remain effective), and shall be settled in according to the terms of the governing grant agreement (collectively, the “Other Accrued Compensation and Equity Benefits”), payable within thirty ; and (30v) days A lump sum cash payment equal to twenty four (24) times the “applicable percentage” of the monthly COBRA premium cost applicable to Executive if Executive (or his dependents) were to elect COBRA coverage in connection with such termination, with such amount to be paid on the sixty (60)day anniversary of such termination (such payment referred to herein as the “COBRA Payment”). For purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination. Following Executive’s Separation from Service death or a termination of Executive’s employment by reason of death or a Disability. In addition, the Executive or his or her estate, except as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year set forth in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Servicethis Section 8(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s death, and . The Company may terminate the Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or if Executive’s employment is terminated due to Executive’s Disability, the Company Group shall pay to the Executive (or the Executive’s estateestate or Executive’s beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations, (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred, (iii) An amount equal to (A) the Board, Target Annual Bonus multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of the fiscal year in in which such termination occurs through the death or Disability occurs date of such termination and the denominator of which is 365365 (or 366, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Serviceapplicable), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump amount shall be paid within thirty (30) days of Executive’s termination date; and (iv) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12) month period immediately following such Separation from Service; Executive’s termination occurred, payment of an amount equal to the difference between the monthly COBRA premium cost and (iii) with respect the monthly contribution paid by active employees for the same coverage. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The If Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event Termination Date occurs on account of the Executive’s death or Disability, the Company Group shall pay then, subject to the terms and conditions of this Agreement, Executive (or shall be entitled to the Executive’s estate, as applicable) following payments and benefits: i. the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, Accrued Amounts; and ii. a pro-rata Annual Bonus for the year prior to the year in which the Separation from Service Termination Date occurs determined as the product of (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (xA) the annual bonus the Annual Bonus that would otherwise have been paid to Executive would have earned for the fiscal calendar year in which such Separation the Termination Date occurs had the Termination Date not occurred (determined without regard to any reduction therein resulting solely from Service occurs based on performance as determined by a reduction in the BoardTarget Bonus which constitutes Good Reason), multiplied by (yB) a fraction, the numerator of which is the total number of days worked during Executive is employed by the fiscal Company Group in the calendar year in which the death or Disability Termination Date occurs and through the Termination Date, and the denominator of which is 365365 (the “Pro-Rata Annual Bonus”), payable to Executive in a single lump sum upon certification at the same time as Annual Bonuses for the year to which the Board Pro-Rata Annual Bonus relates are payable to similarly situated executives of performance for such fiscal year; (iithe Company whose Termination Date has not occurred. Any Pro-Rata Annual Bonus that is payable pursuant to this Section 4(c) a pro rata bonus equal to (xor Sections 4(d)-(e) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had hereof shall not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable be in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect addition to any outstanding equity awards or other long-term incentive awards, bonus that may otherwise be payable to Executive under the then-unvested shares terms of Restricted Stock will immediately vest the Bonus Plan and that would be included in fullthe Accrued Amounts for the year in which the Termination Date occurs.

Termination Due to Death or Disability. The Executive’s employment under If the Executive dies or becomes Disabled while employed hereunder and prior to a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon shall automatically cease and terminate as of the date of the Executive’s death or the date of Disability (which date shall be determined under Section 5.1 above, and referred to as defined in Section 5 belowthe “Disability Date”), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Executive’s employment due to his death or Disability, the Company Group shall pay to the Executive (or or, in the Executive’s event of his death, his estate) shall be entitled to receive: (i) a lump sum cash payment, as applicablepayable within ten (10) the Executive’s accrued salary through and including business days after the date of termination and death or the Disability Date equal to the sum of (A) any bonus earnedaccrued but unpaid Base Salary as of the date of death or the Disability Date, (B) any earned but unpaid, for the year unpaid portions of Annual Bonuses in respect of fiscal years completed prior to the year date of death or the Disability Date, (C) any compensation deferred under the provisions of any deferred compensation plan and (D) any unreimbursed business expenses due under Section 4.2.1 of this Agreement; (ii) a monthly payment payable in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice each of the Company Group twelve (collectively, 12) months following the “Other Accrued Compensation and Benefits”), payable within thirty (30) days date of the Executive’s Separation from Service by reason of death or Disability Date in an amount equal to one-twelfth (1/12th) of the Executive’s annual Base Salary in effect immediately prior to his death or Disability Date; (iii) solely in the event of the termination of the Executive’s employment due to his Disability. In addition, if the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of such COBRA costs for a period of up to eighteen (18) months following the termination of his employment; provided, however, that the Company’s obligation under this Section 5.2(iii) shall be reduced to the extent that comparable medical coverage is provided by a subsequent employer; (iv) partial acceleration of the vesting of a portion of the Executive’s stock options and other equity awards, and extension of time to exercise any vested stock options, as provided in Section 3.3.2; and (v) such employee benefits described in Section 4.1 as the Executive or his or her estate, as applicable, shall estate may be entitled to receive hereunder or under the following payments from employee benefit plans, programs and arrangements of the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullCompany.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, death and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), ) may be terminated by the Company upon giving not less than thirty (30) 30 days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s his estate, as applicable) the Executive’s accrued salary Base Salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) 30 days of the Executive’s Separation from Service by reason of death or Disability. In addition, solely in the event the Executive’s death or Disability occurs after the Executive or his or her estatereaches the mandatory retirement age pursuant to the Company’s By-laws (as in effect as of the date of this Agreement) but prior to the End Date, as applicable, the Executive shall be entitled to receive the following payments from the Company Groupfollowing: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such the Separation from of Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability Separation of Service occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal full acceleration of all outstanding stock options granted by the Company to (x) the Retention Bonus the Executive would have earned on pursuant to any of the Retention Date if such Separation from Service had Company’s long-term incentive plans, to the extent not occurred (i.e.already vested, if which shall remain exercisable for the Retention Bonus is unpaid as three-year period following the date of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Servicetermination; and (iii) with respect to all outstanding time and performance vesting restricted stock or restricted stock unit awards granted by the Company to the Executive pursuant to any outstanding equity awards or other of the Company’s long-term incentive plans, (1) in the case of death, full acceleration of such awards with any performance awards vesting at their respective target performance levels; or (2) in the case of Disability, continued vesting in accordance with the terms of such awards, with any performance vesting awards subject to the then-unvested shares of Restricted Stock applicable performance conditions; and (iv) with respect to any other outstanding equity awards, such awards will immediately continue to vest in fullaccordance with their terms, with any performance vesting awards subject to the applicable performance conditions.

Termination Due to Death or Disability. The If the Executive’s employment with the Company is terminated due to his Death or his becoming Disabled, then Executive or Executive’s estate (as the case may be) will (i) receive an amount equal to two (2) times Executive’s Base Salary at the time of the death or disability plus an amount equal to (100%) of Executive’s target Performance Bonus, as then in effect in the fiscal year ending prior to the death or disability, (ii) continued payment of the annual premium for the remaining term of the life insurance policy specified in Section 4(c) above; (iii) be entitled to immediate one hundred percent (100%) vesting of any Company stock options or Stock Awards held by the Executive that were unvested immediately prior to his termination of employment, (iv) an extended period of time to exercise vested options for a period of two (2) years or until their original expiration date, (v) receive Company-paid coverage for a period of up to three (3) years or as eligible under this Agreement will terminate upon Title X of COBRA for Executive (if applicable) and Executive’s eligible dependents under the Company’s health benefit plans (or, at the Company’s option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company’s plans immediately prior to Executive’s death, provided, however, if the Company determines in its sole discretion that it cannot provide the COBRA benefits in this clause (v) without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (Employee Retirement Income Security Act of 1974, as defined in Section 5 belowamended), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall in lieu thereof will provide to Executive a taxable lump sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including group health coverage in effect on the date of Executive’s termination and any bonus earned, but unpaid, of employment (which amount will be based on the premium for the year prior to first month of COBRA coverage) for a period of three (3) years following Executive’s termination of employment, which payment will be made regardless of whether Executive elects COBRA continuation coverage; (vi) receive the year in which the Separation from Service (as defined payment described in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”5(a)(ix), payable within thirty and (30vii) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments all compensation and benefits from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which he is the number of days worked during the fiscal year in which the death eligible under other policies or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullplans.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the termination of Executive’s employment due to death or DisabilityDisability during the Employment Term or Transition Period, the Company Group shall pay to the Executive (or the Executive’s estate, as applicableestate or other legally–designated beneficiary) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall will be entitled to receive the following payments from the Company Group: and benefits: (i) any Accrued Compensation; (ii) only if such death or Disability occurs during the Employment Term, a pro rata bonus equal to rated Annual Incentive Bonus for the year of termination, determined by multiplying (xA) the annual bonus the Executive would have earned target Annual Incentive Bonus for the fiscal year in which such Separation from Service occurs based on performance as determined by year, or if no target Annual Incentive Bonus was established for the Boardyear, multiplied the highest Annual Incentive Bonus earned within the preceding three years, by (yB) a fraction, the numerator of which is the number of days worked during from the fiscal beginning of the calendar year in which through the death or Disability occurs date of termination, and the denominator of which is 365, payable which amount shall be paid in a single lump sum upon certification to within ten days of the Board date of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and termination; (iii) with respect vesting of the Option and the Equity Grant to any outstanding equity awards the extent provided in the Stock Option Agreement or the Restricted Stock Agreement, as applicable; and (iv) Benefit Continuation Coverage, where applicable, for Executive and/or Executive’s spouse for their lifetimes and, in the case of Executive’s eligible dependents, until such dependents’ attainment of the maximum age up to which the Company’s plan, as then in effect, covers dependents of Company employees; provided that the cost of such coverage during the then remaining balance of the Contract Term shall be split between Company and Executive, or as applicable his spouse and/or dependents, in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, and the cost of such coverage after the expiration of the Contract Term shall be borne 100% by Executive, or as applicable his spouse and/or dependents. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive, or as applicable his spouse and/or dependents, will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the reasonable cost of comparable individual or other long-term incentive awardsreplacement coverage through the end of the Contract Term. Executive agrees that if he breaches the restrictive covenants set forth in Section 12, Company may cease paying Executive amounts otherwise payable (and may cease providing benefits otherwise provided for) under this Section 10(d) and will retain its rights to enforce the then-unvested shares restrictive covenants and to seek any other remedies available at law. Company shall have the right at its own cost and expense to apply for and to secure in its own name and for its own benefit, or otherwise, life insurance covering Executive, and Executive agrees to submit to the usual and customary medical examination, at the expense of Restricted Stock will immediately vest Company, in fullconnection with the procurement of any such insurance.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, the Company Group shall pay to the Executive (or the Executive’s estateestate or Executive’s beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred; (iii) An amount equal to (A) the Board, Target Annual Bonus multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of the fiscal year in in which such termination occurs through the death or Disability occurs date of such termination and the denominator of which is 365365 (or 366, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Serviceapplicable), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump amount shall be paid within thirty (30) days of Executive’s termination date; and (iv) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12) month period immediately following such Separation from Service; Executive’s termination occurred, payment of an amount equal to the difference between the monthly COBRA premium cost and (iii) with respect the monthly contribution paid by active employees for the same coverage. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. Employee's employment shall terminate automatically upon his death. The Executive’s Company may terminate Employee's employment under this Agreement will terminate immediately upon the Executive’s deathoccurrence of a Disability, and the Executive’s employment may such termination to be terminated by Electriq effective upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ Employee's receipt of written notice to the Executiveof such termination. In the event of the Executive’s Employee's employment is terminated due to his death or Disability, the Company Group shall pay to the Executive (Employee or the Executive’s estatehis estate or his beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (iii) In the case of any termination as a result of Employee's Disability, an amount equal to 93.75% of the sum of Employee's then current Base Salary, such amount to be paid in substantially equal installments over the Severance Term, in accordance with the company's then-regular payroll practices; (iv) In the case of any termination as a result of Employee's Disability, upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 31.25% of the sum of Employee's then current Base Salary; (v) A pro rata bonus equal to Annual Bonus (x) determined using the annual bonus the Executive would have earned target Annual Bonus for the fiscal year in which such Separation from Service occurs termination occurs) based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination; and (vi) Vesting, as of the date of termination, of all Awards. Except as set forth in which the this Section 7(b), following Employee's termination by reason of his death or Disability occurs and the denominator of which is 365Disability, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would Employee shall have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, such awards will be treated in accordance with the then-unvested shares terms of Restricted Stock will immediately vest in fullthe applicable plans and award agreements.

Termination Due to Death or Disability. The If Executive’s employment with the Company is terminated under this Agreement will terminate upon the Executive’s deathSection 8(a), and the Executive resigns for Good Reason under Section 8(f), or Executive’s employment may be with the Company is terminated by Electriq upon the Executive’s Disability (as defined in due to a qualifying disability under Section 5 below8(b) or death under Section 8(c), upon giving not less than thirty (30) days’ written notice in each case prior to the Executive. In the event occurrence of the Executive’s death or DisabilitySecond Term Expiration Date under Section 2(a), and following the execution (and expiration of any revocation period), not later than forty‑five (45) days following the termination date, of the Release, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal the First Term Expiration Payment (to the extent not previously paid) (xii) an award under the annual bonus program referred to in Section 3(a) for 2025, pro-rated based on the number of days that Executive would have earned was employed in 2025 (calculated separately for the fiscal year in which such Separation from Service occurs First Term and Second Term) and paid based on actual performance as determined by the BoardCommittee, multiplied by to be paid at the same time as other executives (ythe “Pro Rata Bonus”) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) Executive shall be entitled to the Second Term Expiration Equity Treatment. The First Term Expiration Payment, if not previously paid, shall be made on the first payroll date after the execution (and expiration of any revocation period) of such separation agreement or, if the forty‑five (45)-day period following the termination date spans two (2) calendar years and the First Term Expiration Payment is subject to Section 409A (collectively with respect the regulations promulgated thereunder, “Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), after such forty-five (45)-day period. The Company shall also pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused personal time, (ii) any outstanding equity awards or other long-term incentive awardsbusiness expenses incurred but not reimbursed as of the date of termination, (iii) vested employee benefits in accordance with the terms of the applicable plan and (iv) any award under the annual bonus program referred to in Section 3(a) earned based on actual performance (as approved by the Committee and the Company’s Board of Directors for senior executives generally) but not paid prior to termination ((i), (ii), (iii) and (iv) together, the then“Accrued Benefits”). All benefits provided under this Section 9(a), except for the Accrued Benefits, shall be subject to Executive’s execution and non-unvested shares revocation of Restricted Stock will immediately vest in fullthe Release.

Termination Due to Death or Disability. The Executive’s employment under If the Executive dies or becomes Disabled while employed hereunder, this Agreement will terminate upon the Executive’s death, and the Executive’s 's employment may be terminated by Electriq upon shall automatically cease and terminate as of the date of the Executive’s 's death or the date of Disability (which date shall be determined under Section 5.1 above, and referred to as defined in Section 5 belowthe "Disability Date"), upon giving not less than thirty (30) days’ written notice to as the Executivecase may be. In the event of the termination of the Executive’s 's employment due to his death or Disability, the Company Group shall pay to the Executive (or or, in the Executive’s event of his death, his estate) shall be entitled to receive: (i) a lump sum cash payment, as applicablepayable within ten (10) the Executive’s accrued salary through and including business days after the date of termination and death or the Disability Date equal to the sum of (A) any bonus earnedaccrued but unpaid Base Salary as of the date of death or the Disability Date, but unpaid, for (B) the year portions of any deferred Annual Bonuses in respect of fiscal years completed prior to the year date of death or the Disability Date which vest and become payable on such date, (C) any unreimbursed business expenses due under Section 4.2.1 of this Agreement and (D) any accrued but unpaid vacation; (ii) a monthly payment payable in which each of the Separation from Service twelve (as defined 12) months following the date of the Executive's death or Disability Date in an amount equal to one-twelfth (1/12th) of the Executive's annual Base Salary in effect immediately prior to his death or Disability Date; (iii) solely in the event of the termination of the Executive's employment due to his Disability, if the Executive elects to continue his medical coverage under COBRA, reimbursement by the Company of such COBRA costs for a period of up to eighteen (18) months following the termination of his employment; provided, however, that the Company's obligation under this Section 5.2(iii) shall be reduced to the extent that comparable medical coverage is provided by a subsequent employer; (iv) partial acceleration of the vesting of a portion of the Executive's stock options and other equity awards, and the extended exercise period for any vested stock options, to the extent provided in Section 4(b3.3.2.; and (v) below) occurs (such employee benefits accrued under the “Prior Year Earned Bonus”) employee benefit plans, programs and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice arrangements of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, described in Section 4.1 as to which the Executive or his or her estate, as applicable, shall estate may be entitled to receive at the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus time of such termination. Any other compensation deferred on behalf of the Executive would have earned for at the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator time of which is the number of days worked during the fiscal year in which the his death or Disability occurs and under any deferred compensation plan shall be paid at the denominator of which is 365, payable in a single lump sum upon certification time or times specified for payment pursuant to the Board provisions of performance for such fiscal year; (ii) a pro rata bonus equal plan. The portion of any Annual Bonus to (x) the Retention Bonus which the Executive would have earned on may, in accordance with the Retention provisions governing that Annual Bonus, become entitled in the performance period in which his death or Disability Date if occurs shall be paid to the Executive by the fifteenth (15th) day of the third calendar month following the close of that performance period, unless payment by such Separation from Service had date is not occurred (i.e.administratively practicable, if the Retention Bonus is unpaid in which event payment shall be made as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullsoon thereafter as administratively possible.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, the Company Group shall pay to the Executive (or the Executive’s estateestate or Executive’s beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred; (iii) An amount equal to (A) the Board, Target Annual Bonus multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of the fiscal year in in which such termination occurs through the death or Disability occurs date of such termination and the denominator of which is 365365 (or 366, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Serviceapplicable), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump amount shall be paid lump-sum within thirty (30) days of Executive’s termination date; and (iv) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12) month period immediately following such Separation from Service; the date Executive’s termination occurred, payment of an amount equal to the difference between the monthly COBRA premium cost and (iii) with respect the monthly contribution paid by active employees for the same coverage. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and (a) Upon termination of the Executive’s employment may be terminated during the Employment Period as a result of the Executive’s death or by Electriq upon Employer as a result of the Executive’s Disability (as defined in Section 5 below5.1(c)), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s death estate or Disabilityhis legal representative (as the case may be) will receive the following from Employer: (i) a lump sum payment due on the date required by applicable law but not later than 30 days after the date of termination, equal to any Base Salary earned but unpaid as of the Company Group shall pay to date of termination plus any unused paid time off that is accrued in accordance with this Agreement but unpaid as of the Executive date of termination; (or the Executiveii) a lump sum payment of any unpaid expense reimbursement incurred in accordance with Employer’s estate, as applicablepolicies and for which an expense reimbursement request is submitted not later than fifteen (15) the Executive’s accrued salary through and including days following the date of termination and any bonus earned, but unpaid, for the year prior other amounts required by law to paid to the year in Executive, due on the date required by law but not later than 30 days after the date of termination, (iii) any amounts accrued under the Benefit Plans as of the date of termination which are required under the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required terms of such plans to be paid or provided by law or under any planto the Executive notwithstanding the Executive’s termination, program, policy or practice which amounts will be payable in accordance with the terms and conditions of such Benefit Plans (the Company Group amounts specified in this clause (collectivelyiii) and the preceding clauses (i) and (ii), the “Other Accrued Compensation and BenefitsStandard Entitlements”); (iv) any Bonus that has been declared by Employer as of the date of termination with respect to the prior calendar year and which has not yet been paid, payable within thirty (30) days with such amount to be paid in a lump sum on the 55th day after the effective date of the Executive’s Separation from Service by reason of death or Disability. In additiontermination (the “Payment Deadline”), unless that day is not a day on which banking institutions in Albany, New York are open for business (a “business day”), in which case such payments will be made on the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: immediately succeeding business day; (iv) a pro rata bonus lump sum payment equal to (x) the Executive’s annual bonus Base Salary as in effect as of the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, date of termination multiplied by (y) a fraction, the numerator of which is the number of days worked the Executive was employed during the fiscal calendar year in which the death or Disability occurs his termination occurred and the denominator of which is 365, payable with such amount to be paid on the Payment Deadline, unless that day is not a business day, in which case such payments will be made on the immediately succeeding business day; and (vi) a single lump sum upon certification payment of an amount equal to the Board Executive’s annual Base Salary as in effect as of performance the date of termination (the “Severance Payment”), with such amount to be paid on the Payment Deadline, unless that day is not a business day, in which case such payments will be made on the immediately succeeding business day. (b) The award agreements for the Multi-Year Awards will provide that upon termination of the Executive’s employment during the Employment Period as a result of the Executive’s death or by Employer as a result of the Executive’s Disability: (i) the vesting of any unvested Multi-Year Awards will accelerate such fiscal yearthat all Multi-Year Awards will be fully vested and exercisable to the extent not already vested as of the date of such termination of employment; and (ii) any Multi-Year Awards that are outstanding and vested, but unexercised, as of the date of such termination of employment and any Multi-year Awards that become vested as a pro rata bonus equal to result of the accelerated vesting provided under Section 5.1(b)(i) will remain exercisable until the earlier of (xA) the Retention Bonus the Executive would have earned Close of Business on the Retention Date if such Separation from Service had not occurred (i.e., if second anniversary of the Retention Bonus is unpaid as date of such Separation from Service), multiplied by termination of employment or (yB) the numerator original expiration date of which is the number of days worked during the six such Multi-Year Awards (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect determined without reference to any outstanding equity awards provision in the applicable award agreement that reduces the exercisability of, or other long-term incentive awardslimits the vesting of, such award upon the then-unvested shares Executive’s termination of Restricted Stock will immediately vest employment, but otherwise in fullaccordance with the terms and conditions applicable to such award).

Termination Due to Death or Disability. The Executive’s employment under this Agreement will and the Term shall terminate upon the Executive’s death, and . The Company may terminate the Executive’s employment may be terminated by Electriq upon the Executive’s of Executive as Chief Financial Officer/Executive Vice President due to Disability (as defined in Section 5 below8(c)) of Executive, effective upon the expiration of the 30-day period set forth in Section 8(c), upon giving not less than thirty (30) days’ written notice absent the actions referred to therein being taken by Executive to return to service and Executive’s presentation to the ExecutiveCompany of a certificate of good health. In the event of the Executive’s Termination of Employment due to death or Disability, all obligations of the Company Group shall and Executive under Sections 1 through 5 of this Agreement will immediately cease; provided, however, that the Company will pay to the Executive (or or, in the case of Executive’s death, his beneficiaries or estate), as applicable) and Executive (or, in the case of Executive’s accrued death, his beneficiaries or estate) will be entitled to receive, the following: (i) The earned but unpaid portion of annual base salary through and including the date of termination and any bonus guaranteed annual cash bonus; (ii) Any annual cash incentive cash compensation earned, but unpaid, for the calendar year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal calendar year in which such Separation from Service occurs based on performance as determined by Termination of Employment occurs, (iii) An amount equal to the BoardSeverance Annual Incentive Amount, multiplied by (y) a fraction, the numerator of which is the number of days worked during Executive was employed in the fiscal year in which the death or Disability occurs of termination and the denominator of which is 365the total number of days in the year of termination, (iv) All vested, payable nonforfeitable amounts owing or accrued at the date of Executive’s Termination of Employment under any compensation and benefit plans, programs and arrangements set forth or referred to in Sections 5(a) and 5(b) in which Executive theretofore participated, in accordance with the terms and conditions of the plans, programs and arrangements (and agreements and documents thereunder); and (v) Reimbursement of reasonable business expenses and disbursements incurred by Executive prior to such Termination of Employment, within 60 days after Executive (or Executive’s representative) submits reasonable evidence of such expenses and disbursements to the Company. The Company shall pay the amounts under clauses (i) and (iii) in a single lump sum upon certification to payment no later than 30 days after Termination of Employment. The Company shall pay the Board of performance for such fiscal year; amount under clause (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty sum payment no later than (30A) 30 days following after Termination of Employment or (B) such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullearlier date as required by Section 4(b).

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, the Company Group shall pay to the Executive (or the Executive’s estateestate or Executive’s beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations, (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurred, (iii) An amount equal to (A) the Board, Target Annual Bonus multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of the fiscal year in in which such termination occurs through the death or Disability occurs date of such termination and the denominator of which is 365365 (or 366, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Serviceapplicable), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump amount shall be paid within thirty (30) days of Executive’s termination date; and (iv) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12) month period immediately following such Separation from Service; Executive’s termination occurred, payment of an amount equal to the difference between the monthly COBRA premium cost and (iii) with respect the monthly contribution paid by active employees for the same coverage. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The If Executive dies during the Term, Executive’s 's employment under this Agreement will shall automatically cease and terminate as of the date of Executive's death. If Executive becomes Disabled during the Term, the Company may terminate Executive's employment upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written days notice to the Executive. In the event of the termination of employment hereunder due to Executive’s 's death or Disability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, estate shall be entitled to receive the following payments from the Company Group: receive: (i) a pro rata bonus lump sum cash payment, payable on the termination of Executive's employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the annual bonus date of Executive's termination of employment hereunder, and (y) any accrued but unused vacation time in accordance with Company policy; (ii) a payment equal to any earned but unpaid Annual Bonus in respect of the most recently completed fiscal year preceding Executive's termination of employment hereunder payable at the same time bonuses are paid for such completed fiscal year to other senior executives of the Company, but in no event later than 75 days following the end of such completed fiscal year. (iii) a "Pro Rata Portion of the Bonus," meaning an amount equal to any Annual Bonus to which Executive would have earned been entitled had Executive remained an employee for the balance of the Company's fiscal year in which such Separation from Service occurs based on performance as determined by the Board, her employment terminated multiplied by (y) a fraction, the numerator of which is the number of days worked during the from February 1 of such fiscal year in which through the death or Disability occurs date of Executive's termination, and the denominator of which is 365. Such Pro Rata Portion of the Bonus, payable if any, shall be paid to Executive in a single lump sum upon certification payment at the same time bonuses are paid for the fiscal year of termination to other senior executives of the Board Company, but within the first 75 days following the end of performance for such fiscal year; . (iiiv) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e.employee benefits, if any, to which Executive may be entitled under the Retention Bonus is unpaid as employee benefit plans and arrangements of such Separation from Servicethe Company; and (v) continued payment of any benefit being provided to Executive pursuant to Section 4(e), multiplied ; and (vi) reimbursement of any expenses incurred by (y) the numerator of which is the number of days worked Executive during the six Term that are reimburseable by the Company in accordance with Section 4(c) (6)-month period preceding the Retention Date and amounts described in clauses 5(b)(i) through (vi) are collectively referred to herein as the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full"Accrued Obligations").

Termination Due to Death or Disability. The ExecutiveEmployee’s employment under this Agreement will shall terminate automatically upon her death. The Company may terminate Employee’s employment immediately upon the Executiveoccurrence of a Disability that cannot reasonably be accommodated, such termination to be effective upon Employee’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the ExecutiveUpon Employee’s death or in the event that Employee’s employment is terminated due to Disability, the Company Group shall pay to the Executive (Employee or the Executive’s estateher estate or beneficiaries, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicablecase may be, shall be entitled to receive the following payments from the Company Group: to: (i) a pro rata bonus equal The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to (x) the date of such termination, which amount shall be paid at such time annual bonus bonuses are paid to other senior executives of the Executive would have earned for Company, but in no event later than the date that is 21⁄2 months following the last day of the fiscal year in which such Separation from Service occurs termination occurred; and (iii) A pro rated Annual Bonus for the calendar year of such termination, payable at such time as the Annual Bonus would have been paid had such termination not occurred. The pro rated Annual Bonus shall be an amount equal to the product of (A) the Annual Bonus that Employee would have earned for the calendar year of such termination, based on the actual performance as determined by of the BoardCompany during such calendar year, multiplied by and (yB) a fraction, the numerator of which is the number of days worked during such calendar year prior to the fiscal year in which the death or Disability occurs date of termination, and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; 365 (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., or 366 if the Retention Bonus calendar year of termination is unpaid a leap year). Following Employee’s death or a termination of Employee’s employment by reason of a Disability, except as of such Separation from Serviceset forth in this Section 8(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Employee shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will shall terminate automatically upon the Executive’s his death, and the . The Company may terminate Executive’s employment may be terminated by Electriq immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ receipt of written notice to the Executiveof such termination. In the event of the Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) The Accrued Obligations (including, for the avoidance of doubt, any death benefits or disability benefits, as the case may be, under any death benefit program or disability benefit program maintained by the Company Group shall pay to the Executive (or that covers the Executive’s estate, as applicable); (ii) the Executive’s accrued salary through and including Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of termination and any bonus earnedsuch termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but unpaid, for in no event later than the year prior to date that is 2 1⁄2 months following the last day of the fiscal year in which the Separation from Service (as defined in Section 4(b) below) occurs such termination occurred (the “Prior Year Earned Bonus”); (iii) and any other amounts or benefits required Subject to be paid or provided by law or under any plan, program, policy or practice satisfaction of the Company Group (collectively, applicable performance objectives applicable under the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned Annual Bonus Plan for the fiscal year in which such Separation from Service occurs based on performance as determined by termination occurs, an amount equal to (A) the BoardAnnual Bonus that Executive would otherwise have been entitled to receive under the Annual Bonus Plan had no such termination occurred, multiplied by (yB) a fraction, the numerator of which is the number of days worked during elapsed from the commencement of such fiscal year in which through the death or Disability occurs date of such termination and the denominator of which is 365365 (the “Pro Rata Bonus”), payable which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in a single lump sum upon certification no event later than the date that is 2 1⁄2 months following the last day of the fiscal year in which such termination occurred; and (iv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, payment, on the first regularly scheduled payroll date of each month during the 12 month period immediately following the date of Executive’s termination of employment, of an amount equal to the Board of performance difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for such fiscal yearthe same coverage; provided, that the payments described in this clause (iiiv) a pro rata bonus equal to (x) shall cease earlier than the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as expiration of such Separation from Service12 month period in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service or otherwise during such period. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 7(b), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect Executive shall have no further rights to any outstanding equity awards compensation or any other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbenefits under this Agreement.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will During the Employment Term, Brunswick or the Executive may terminate upon the Executive’s death, and the Executive’s 's employment may be terminated by Electriq hereunder due to Disability upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) at least 30 days’ ' prior written notice to the Executiveother party. In the event of the Executive’s 's death or Disabilitya termination of the Executive's employment pursuant to the preceding sentence, the Company Group Employment Term shall pay thereupon end and the Executive, his estate or other legal representative, as the case may be, shall be entitled to: (a) Base Salary and Bonus continuation for a 12-month period commencing on the Date of Termination, payable, in the case of Base Salary, at the rate in effect on the Date of Termination, and in the case of Bonus, in an amount equal to (i) the Bonus paid or payable to, or earned by, the Executive for the prior Fiscal Year or (ii) if the Date of Termination occurs on or before December 31, 1998, the sum of $150,000 plus the Pro Rata Bonus; (b) any Base Salary accrued to the Date of Termination and any prior Fiscal Year Bonus earned, but not yet paid, as of the Date of Termination as well as a pro rata share of any bonus earned under the MBP for the year of termination to be paid after the performance level is determined; (c) reimbursement (under Section 4.3(b)) for all expenses incurred, but not yet paid, as of the Date of Termination; (i) continuation of welfare benefits of the Executive and his eligible dependents (as described in Exhibit A or in applicable plan documents) at the level in effect on the Date of Termination for the one- year period commencing on the Date of Termination (or, if such continuation is not permitted by applicable law or the Board so determines in its discretion, Brunswick shall provide the economic equivalent in lieu thereof), and (ii) all other compensation and benefits payable as provided in Assumed Benefit Plans and applicable General Application Plans except for any severance plans or arrangements; and (e) payment of the value of the Executive’s estate's interest under the ROP, determined as applicableof the Date of Termination. In addition to the foregoing, and notwithstanding anything to the contrary in the LTIP and the SOA: (x) the Executive’s accrued salary through and including 's rights with respect to awards made to the date of termination and any bonus earnedExecutive, but unpaid, for the year prior to the year Date of Termination, under the LTIP shall continue in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) full force and any other amounts or benefits required to be paid or provided by law or under any planeffect, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as payment of such Separation from Serviceawards as provided in the LTIP (but without regard to any applicable service requirements), multiplied by ; and (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) Executive's rights with respect to options granted to the Executive, prior to the Date of Termination, under the SOP and SOA, shall continue in full force and effect and shall be exercisable (without regard to any outstanding equity awards or other long-term incentive awardsapplicable service requirements) until December 31 of the year following the Fiscal Year in which the Date of Termination occurs, but only to the then-unvested shares extent such options have vested as of Restricted Stock will immediately vest the end of the Fiscal Year in fullwhich the Date of Termination occurs.

Termination Due to Death or Disability. The (i) Notwithstanding any other provision of this Agreement, prior to the expiration of the Employment Term or any Renewal Term, the Company may terminate Executive’s employment under this Agreement will terminate employment: (1) immediately upon the Executive’s death, and death of the Executive’s employment may be terminated by Electriq upon the Executive’s Disability ; or (as defined in Section 5 below), upon giving not less than 2) at any time after providing Executive thirty (30) days’ days written notice due to Executive’s Disability. In either circumstance, the Employment Term or the Renewal Term under this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives; provided that the Company shall pay to the Executive. In , or Executive’s estate in the event of the Executive’s death or Disabilitydeath, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable a cash lump sum within thirty (30) days after the Termination Date (as defined below) an amount equal to (i) one year of the then current Base Salary plus (ii) any Base Salary accrued but unpaid, (iii) any Bonus accrued but unpaid, (iv) any accrued but unused vacation pay payable pursuant to the Company’s policies in effect at such time, and any unreimbursed business expenses payable pursuant to Section 6 (collectively “Accrued Amounts”) and (v) any other amounts or benefits owing to Executive under the then applicable employee benefit plans, long term incentive plans or equity plans and programs of the Company which shall be paid in accordance with such plans and programs (“Other Accrued Benefits”). For purposes of this Agreement, the “Termination Date” shall mean (A) in the case of the Executive’s Separation from Service by reason of death or Disability. In additiontermination due to death, the Executive date of his death, (B) in the case of Executive’s termination due to Disability, a Termination without Cause or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned Termination for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fractionCause, the numerator of which date specified in the written notice, or if no date is specified in such notice, the number of days worked during the fiscal year in which the death or Disability occurs and the denominator of which date that is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and after the date of the notice or (iiiC) in the case of Termination with respect to any outstanding equity awards or other long-term incentive awardsGood Reason, the thendate specified by the Executive in the written notice (which can be no more than forty-unvested shares five (45) days after the date of Restricted Stock will immediately vest such notice), or if no date is specified in fullsuch notice, the date that is thirty (30) days after the date of the notice.

Termination Due to Death or Disability. The In the event of the Executive’s 's death, Executive's employment under shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "Disabled" and the employment of Executive hereunder and this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq Executive or the Company upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ ' written notice to the Executiveother party following such certification. In the event of the termination of employment due to Executive’s 's death or Disability, Executive or his estate or legal representatives shall be entitled to receive: (i) payment for all accrued but unpaid Base Salary as of the Company Group shall pay to date of Executive's termination of employment; (ii) reimbursement for expenses incurred by the Executive (or the Executive’s estate, as applicablepursuant to Section 5(b) the Executive’s accrued salary through hereof up to and including the date on which employment is terminated; (iii) any earned benefits to which the Executive may be entitled as of the date of termination and pursuant to the terms of any bonus earned, compensation or benefit plans to the extent permitted by such plans (with the payments described in subsections (i) through (iii) of this Section 6(a) collectively called the "Accrued Payments"); (iv) any annual incentive bonuses earned but unpaid, not yet paid for any completed full fiscal year immediately preceding the year employment termination date; (v) if employment termination occurs prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and end of any other amounts or benefits required to be paid or provided by law or under any planfiscal year, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata annual incentive bonus equal to (x) the annual bonus the Executive would have earned for the such fiscal year in which such Separation from Service employment termination occurs (based on performance as determined actual business days in such fiscal year prior to such employment termination, divided by the Board, multiplied by (ytotal annual business days) a fraction, the numerator of which is the number of days worked during the determined and paid based on actual performance achieved for that fiscal year in which against the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance goals for such that fiscal year; . Any annual incentive bonus due under section 6(a)(iv) or (iiv) a pro rata bonus equal to (x) shall be paid no later than 60 days after Group’s Compensation Committee determines the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e.amount, if the Retention Bonus is unpaid as any, of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullbonus.

Termination Due to Death or Disability. The In the event of the Executive’s 's death, Executive's employment under shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered "disabled" and the employment of Executive hereunder and this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq Executive or the Company upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ ' written notice to the Executiveother party following such certification. In the event of the termination of employment due to Executive’s 's death or Disability, Executive or his estate or legal representatives shall be entitled to receive: (i) payment for all accrued but unpaid Base Salary as of the Company Group shall pay to date of Executive's termination of employment; (ii) reimbursement for expenses incurred by the Executive (or the Executive’s estate, as applicablepursuant to Section 5(a) the Executive’s accrued salary through hereof up to and including the date on which employment is terminated; (iii) any earned benefits to which the Executive may be entitled as of the date of termination and pursuant to the terms of any bonus earned, compensation or benefit plans to the extent permitted by such plans (with the payments described in subsections (i) through (iii) above collectively called the "Accrued Payments"); (iv) any annual incentive bonuses earned but unpaid, not yet paid for any completed full fiscal year immediately preceding the year employment termination date; (v) if employment termination occurs prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and end of any other amounts or benefits required to be paid or provided by law or under any planfiscal year, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata annual incentive bonus equal to (x) the annual bonus the Executive would have earned for the such fiscal year in which such Separation from Service employment termination occurs (based on performance as determined actual business days in such fiscal year prior to such employment termination, divided by the Board, multiplied by (ytotal annual business days) a fraction, the numerator of which is the number of days worked during the determined and paid based on actual performance achieved for that fiscal year in which against the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance goals for such that fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.

Termination Due to Death or Disability. The In the event that Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be is terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice due to the Executive. In the event of the Executive’s death or Disability, the Company Group Employer shall pay Executive the following: (a) the Employer shall pay all Accrued Obligations to Executive or Executive’s legal representative, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (b) the Employer shall pay to the Executive (or the Executive’s estatelegal representative, in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law, any performance bonus or discretionary bonus under Section 2.2 that has been earned or declared for a bonus period ending before the Termination Date but not paid before the Termination Date; (c) if not previously vested in full, the Equity Awards and any other equity awards granted to Executive shall fully vest as applicableof the Termination Date; (d) the Employer shall pay to Executive or Executive’s accrued legal representative, in a lump sum in cash on the first payroll date following sixty (60) days after the Termination Date an amount equal to one (1) times Executive’s annual salary through and including as in effect on the Termination Date; (e) the Employer shall pay to Executive or Executive’s legal representative, in a lump sum in cash on the first payroll date of termination and any bonus earned, but unpaid, following sixty (60) days after the Termination Date an amount equal to one (1) times Executive’s Annual Bonus (as defined below) for the year prior to the year in which the Separation from Service termination occurs; and (as defined in Section 4(bf) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required Employer shall, to be paid or provided the extent permitted by law or the terms of such health insurance plans, continue to cover Executive and Executive’s Family under the QTS Companies’ health insurance plans that covered such individuals immediately prior to the Termination Date for up to twenty-four (24) months following the Termination Date, or, to the extent the same is not so permitted, pay or reimburse the cost of substantially similar coverage for Executive and his Family for up to twenty-four (24) months following the Termination Date. To the extent the same is not so permitted by law or the terms of its health insurance plans, the Company shall provide Extended Family Coverage to Executive’s Extended Family for up to twenty-four (24) months following the Termination Date, and Executive shall reimburse the Company for such Extended Family Coverage in the manner provided in Section 3.2. Any reimbursement under this Section 4.3.3(f) that is taxable to Executive or any plan, program, policy or practice of his Family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the Company Group (collectively, calendar year following the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal calendar year in which such Separation from Service occurs based on performance as determined by Executive or any member of Executive’s Family incurred the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability occurs expense. Executive shall provide appropriate HIPPA releases necessary to determine cost and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date reimbursement requirements associated with Family and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in fullExtended Family coverage.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon In the event of the Executive’s 's death, Executive's employment shall automatically cease and terminate as of the date of death. If Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability, as such incapacitation is certified in writing by a physician chosen and paid for by the Company and reasonably acceptable to Executive (or his spouse or representative if in the Company's reasonable determination Executive is not then able to exercise sound judgment), and shall therefore be unable to perform his duties hereunder for a period of either (i) one hundred twenty consecutive days, or (ii) more than six months in any twelve-month period, with reasonable accommodation as required by law, then to the extent consistent with applicable law, Executive shall be considered “disabled”, and the Executive’s employment of Executive hereunder and this Agreement may be terminated by Electriq Executive or the Company upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ ' written notice to the Executiveother party following such certification. In the event of the termination of employment due to Executive’s 's death or Disabilitydisability, the Company Group shall pay to the Executive (or the Executive’s estate, as applicable) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his estate or her estate, as applicable, legal representatives shall be entitled to receive receive: i. payment for all accrued but unpaid Base Salary as of the following date of Executive’s termination of employment (the “Termination Date”); ii. reimbursement for expenses incurred by the Executive pursuant to Section 5(b) up to and including the Termination Date; iii. any earned benefits to which the Executive may be entitled as of the Termination Date pursuant to the terms of any compensation or benefit plans to the extent permitted by such plans (with the payments from the Company Group: described in subsections (i) through (iii) of this Section 6(a), collectively called the “Accrued Payments”, to be payable, in each case, at the time they would have been payable but for such termination); iv. any annual incentive bonuses awarded or earned but not yet paid for any completed full fiscal year immediately preceding the Termination Date; v. if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus equal to (x) the annual bonus the Executive would have earned for the such fiscal year in which such Separation from Service employment termination occurs (based on performance as determined actual business days in such fiscal year elapsed prior to the Termination Date, divided by the Board, multiplied by (y) a fraction, the numerator of which is the total number of business days worked during the fiscal year in which the death or Disability occurs and the denominator of which is 365, payable in a single lump sum upon certification to the Board of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by determined and paid based on actual performance achieved for that fiscal year against the performance goals for that fiscal year. Any annual incentive bonus due under section 6(a)(iv) or (yv) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and (iii) with respect to any outstanding equity awards or other long-term incentive awards, the then-unvested shares of Restricted Stock will immediately vest in full.shall be paid after 6

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the termination of Executive’s employment due to death or DisabilityDisability during the Employment Term or Transition Period, the Company Group shall pay to the Executive (or the Executive’s estate, as applicableestate or other legally-designated beneficiary) the Executive’s accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Separation from Service (as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall will be entitled to receive the following payments from the Company Group: and benefits: (i) any Accrued Compensation; (ii) only if such death or Disability occurs during the Employment Term, a pro rata rated incentive bonus equal to for the year of termination, determined by multiplying (xA) the target annual incentive bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by year, or if no target annual incentive bonus was established for the Boardyear, multiplied the highest incentive bonus earned within the preceding three years, by (yB) a fraction, the numerator of which is the number of days worked during from the fiscal beginning of the calendar year in which through the death or Disability occurs date of termination, and the denominator of which is 365, payable which amount shall be paid in a single lump sum upon certification to within ten days of the Board date of performance for such fiscal year; (ii) a pro rata bonus equal to (x) the Retention Bonus the Executive would have earned on the Retention Date if such Separation from Service had not occurred (i.e., if the Retention Bonus is unpaid as of such Separation from Service), multiplied by (y) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date and the denominator of which is 182, payable in a single lump within thirty (30) days following such Separation from Service; and termination; (iii) with respect full and immediate vesting of the Option, the Equity Grant, and any other outstanding stock options or equity-based awards; and (iv) Benefit Continuation Coverage, where applicable, for Executive and/or Executive’s spouse for their lifetimes and, in the case of Executive’s eligible dependents, until such dependents’ attainment of the maximum age up to any outstanding equity awards which the Company’s plan, as then in effect, covers dependents of Company employees; provided that the cost of such coverage during the then remaining balance of the Contract Term shall be split between Company and Executive, or as applicable his spouse and/or dependents, in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, and the cost of such coverage after the expiration of the Contract Term shall be borne 100% by Executive, or as applicable his spouse and/or dependents. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive, or as applicable his spouse and/or dependents, will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the reasonable cost of comparable individual or other long-term incentive awardsreplacement coverage through the end of the Contract Term. Executive agrees that if he breaches the restrictive covenants set forth in Section 12, Company may cease paying Executive amounts otherwise payable (and may cease providing benefits otherwise provided for) under this Section 10(d) and will retain its rights to enforce the then-unvested shares restrictive covenants and to seek any other remedies available at law. Company shall have the right at its own cost and expense to apply for and to secure in its own name and for its own benefit, or otherwise, life insurance covering Executive, and Executive agrees to submit to the usual and customary medical examination, at the expense of Restricted Stock will immediately vest Company, in fullconnection with the procurement of any such insurance.

Termination Due to Death or Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death, and the Executive’s employment may be terminated by Electriq upon the Executive’s Disability (as defined in Section 5 below), upon giving not less than thirty (30) days’ written notice to the Executive. In the event of the Executive’s termination of employment due to death pursuant to Section 4(a)(i) or Disabilityby the Company due to Disability pursuant to Section 4(a)(ii), in addition to the payments and benefits described in Section 5(a) above, the Company Group shall pay shall, subject to Section 24 and Section 5(d) and subject (except in the case of death or a Disability so severe as to make such execution impossible) to the Executive’s execution and non-revocation of a Release in accordance with Section 24(c): (i) Pay to the Executive an amount equal to the product of (or the Executive’s estate, as applicableA) the Executive’s accrued salary through and including amount of the date of termination and any bonus earned, but unpaid, for the year prior Annual Bonus that would have been payable to the year in which Executive pursuant to Section 3(c) if the Separation from Service (Executive was still employed as defined in Section 4(b) below) occurs (the “Prior Year Earned Bonus”) and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company Group (collectively, the “Other Accrued Compensation and Benefits”), payable within thirty (30) days applicable Bonus Vesting Date in respect of the Executive’s Separation from Service by reason of death or Disability. In addition, the Executive or his or her estate, as applicable, shall be entitled to receive the following payments from the Company Group: (i) a pro rata bonus equal to (x) the annual bonus the Executive would have earned for the fiscal year in which such Separation from Service occurs based on performance as determined by the Board, multiplied by (y) a fraction, the numerator of which is the number of days worked during the fiscal year in which the death or Disability Date of Termination occurs based on actual individual and Company performance goals in such year (provided, however, that, if the Date of Termination occurs in fiscal year 2011 and the denominator 2011 Guaranteed Bonus is higher than the Annual Bonus based on the performance goals, the 2011 Guaranteed Bonus shall be used in place of which is 365, payable in a single lump sum upon certification to the Board Annual Bonus for purposes of performance for such fiscal year; this clause (iiA)) a pro rata bonus equal to and (B) the ratio of (x) the Retention Bonus number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) 365. Any amount payable pursuant to this Section 5(c)(i) shall, subject to Section 24 and Section 5(d), be paid to the Executive would have earned in accordance with Section 3(c)(i) as if the Executive was still employed on the Retention applicable Bonus Vesting Date in respect of the fiscal year in which the Date of Termination occurs, but in no event later than the 15th day of the third month of the fiscal year immediately following the fiscal year in which the Date of Termination occurs (provided that if such Separation from Service had not occurred (i.e.the Date of Termination is in fiscal year 2011, any amount payable under this Section 5(c)(i) shall be paid at the Date of Termination and computed based on the 2011 Guaranteed Bonus, and, if the Retention Annual Bonus for 2011 is unpaid as of such Separation from Service)determined, multiplied by (ybased on any applicable Company goals achieved, to be higher than the 2011 Guaranteed Bonus, the amount due under this Section 5(c)(i) the numerator of which is the number of days worked during the six (6)-month period preceding the Retention Date shall be recomputed and the denominator of which is 182appropriate additional amount due shall be paid to the Executive no later than March 15, payable 2012); and (ii) Notwithstanding any provision to the contrary in a single lump within thirty any equity plan or award agreement with respect to equity awards, cause (30) days following such Separation from Service; and (iiiA) with respect to any outstanding equity awards or other longthe Sign-term incentive awardsOn RSUs, the then2011 RSUs, and all Annual Equity Awards subject to service-unvested shares of Restricted Stock will immediately vest based vesting, each such award to become fully vested, and (B) with respect to all Annual Equity Awards subject to performance-based vesting, each such award to shall continue to be eligible to become vested in fullaccordance with its terms based on actual performance.