Common use of Compensation Due Upon Termination Clause in Contracts

Compensation Due Upon Termination. (a) In the event this Agreement is terminated for any reason as set forth above, Executive shall be entitled to the compensation which Executive has earned and not yet collected pursuant to this Agreement up to the Termination Date, including continuation of benefits hereunder and reimbursement of expenses properly incurred and documented through the Termination Date . Compensation following termination shall be paid by the Company in the ordinary course of its payroll practices . In addition, the Executive shall not be entitled to any unvested equity grants, further compensation or benefits as of the Termination Date for a termination for Cause . For the avoidance of doubt, in the event the Company terminates the Agreement pursuant to Sections 3 . 1 (non - renewal) or 3 . 3 (Without Cause) or the Executive terminates the Agreement pursuant to Section 3 . 5 (Good Reason), the total payments and benefits payable to Executive under the Agreement shall not exceed the amounts required under this Section 3 . 6 (a) (i . e . compensation which Executive has earned and not yet collected up to the Termination Date (which, includes through the applicable notice period)), and the Severance Benefits required under Section 3 . 6 (b) . For example, if the Company terminates the Agreement pursuant to Section 3 . 3 , then : (i) the total cash payment due shall be twelve ( 12 ) months (i . e . pursuant to Section 3 . 6 (b)(i)) plus forty ( 45 ) days of earned but uncollected compensation and any other unpaid Base Salary and unreimbursed expenses as of the Termination Date (i . e . pursuant to Section 3 . 3 and this Section 3 . 6 (a)), and all other Severance Benefits as set forth in Section 3 . 6 (b), and (ii) no additional Base Salary shall be owed or paid by the Company to Executive for the remaining period of any Initial Term, or any applicable Renewal Term (i . e . Base Salary is payable only through the Termination Date) . (b) In the event that the Executive’s employment with the Company is terminated by the Company in connection with a non - renewal of this Agreement (due to Company providing notice of non - renewal as set forth in Section 3 . 1 ), or for any reason other than for Cause, the Early Termination Right, death of Executive, “permanent and total disability” of Executive (within the meaning Section 22 (e)( 3 ) of the Internal Revenue Code or non - renewal of this Agreement (due to Executive providing notice of non - renewal as set forth in Section 3 . 1 ), in addition to any compensation owing to Executive under Section 3 . 6 (a), Executive shall be entitled to the following severance benefits (the “Severance Benefits”) : 6 | P a g e N Y I A X , I n c . P r i v i l e g e d a n d C o n f i d e n t i a l ( i ) a cash payment equal to twelve ( 12 ) months of the Executive’s then current Base Salary, payable less any taxes and withholding as may be necessary pursuant to applicable law . A pro rata portion of any annual bonus that Executive would have been entitled to receive with respect to the fiscal year of termination had her employment had not been terminated, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment . Vesting of those equity grants that have not yet fully vested as ( ii ) ( iii ) DocuSign Envelope ID: 2E315BCC - 56B8 - 4681 - 8383 - 8D23B610B0A2

Compensation Due Upon Termination. (a) In the event this Agreement is terminated for any reason as set forth above, Executive shall be entitled to the compensation which Executive has earned and not yet collected pursuant to this Agreement up to the Termination Date, including continuation of benefits hereunder and reimbursement of expenses properly incurred and documented through the Termination Date Date. Compensation following termination shall be paid by the Company in the ordinary course of its payroll practices practices. In addition, the Executive shall not be entitled to any unvested equity grants, further compensation or benefits as of the Termination Date for a termination for Cause Cause. For the avoidance of doubt, in the event the Company terminates the Agreement pursuant to Sections 3 . 1 3.1 (non - non-renewal) or 3 . 3 3.3 (Without Cause) or the Executive terminates the Agreement pursuant to Section 3 . 5 3.5 (Good Reason), the total payments and benefits payable to Executive under the Agreement shall not exceed the amounts required under this Section 3 . 6 (a3.6(a) (i . e . i.e. compensation which Executive has earned and not yet collected up to the Termination Date (which, includes through the applicable notice period)), and the Severance Benefits required under Section 3 . 6 (b) 3.6(b). For example, if the Company terminates the Agreement pursuant to Section 3 . 3 3.3, then then: (i) the total cash payment due shall be twelve ( 12 (12) months (i . e . i.e. pursuant to Section 3 . 6 (b)(i3.6(b)(i)) plus forty ( 45 (45) days of earned but uncollected compensation and any other unpaid Base Salary and unreimbursed expenses as of the Termination Date (i . e . i.e. pursuant to Section 3 . 3 3.3 and this Section 3 . 6 (a3.6(a)), and all other Severance Benefits as set forth in Section 3 . 6 (b3.6(b), and (ii) no additional Base Salary shall be owed or paid by the Company to Executive for the remaining period of any Initial Term, or any applicable Renewal Term (i . e . i.e. Base Salary is payable only through the Termination Date) . ). (b) In the event that the Executive’s employment with the Company is terminated by the Company in connection with a non - non-renewal of this Agreement (due to Company providing notice of non - non-renewal as set forth in Section 3 . 1 3.1), or for any reason other than for Cause, the Early Termination Right, death of Executive, “permanent and total disability” of Executive (within the meaning Section 22 (e)( 3 22(e)(3) of the Internal Revenue Code or non - non-renewal of this Agreement (due to Executive providing notice of non - non-renewal as set forth in Section 3 . 1 3.1), in addition to any compensation owing to Executive under Section 3 . 6 (a3.6(a), Executive shall be entitled to the following severance benefits (the “Severance Benefits”) : 6 | P a g e N Y I A X , I n c . P r i v i l e g e d a n d C o n f i d e n t i a l ( i ): (i) a cash payment equal to twelve ( 12 (12) months of the Executive’s then current Base Salary, payable less any taxes and withholding as may be necessary pursuant to applicable law . law. (ii) A pro rata portion of any annual bonus that Executive would have been entitled to receive with respect to the fiscal year of termination had her employment had not been terminated, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment . Vesting of those equity grants that have not yet fully vested as ( ii ) ( iii ) DocuSign Envelope ID: 2E315BCC - 56B8 - 4681 - 8383 - 8D23B610B0A2employment.

Compensation Due Upon Termination. (a) In the event this Agreement is terminated for any reason as set forth aboveterminted under Sections 3.1, 3.2, 3.3 or,3.4 Executive shall be entitled to the compensation which Executive has earned and not yet collected pursuant to this Agreement up to the Termination Datedate of termination, including continuation of benefits hereunder until such date and reimbursement of expenses properly incurred and documented through the Termination Date in line with Section 2.6. Compensation following termination shall be paid by the Company in the ordinary course of its payroll practices practices. In additionExcept as otherwise provided to the contrary in this Article III or as required under applicable law, upon termination of this Agreement, the Company shall have no obligation to make any payments to Executive shall not for additional salary or benefits. Executive will be entitled to any unvested equity grants, further compensation or benefits as of the Termination Date for given a six-month termination for Cause . For the avoidance of doubt, in the event the Company terminates the Agreement pursuant to Sections 3 . 1 severance. (non - renewalb) or 3 . 3 (Without Cause) or If the Executive terminates the Agreement pursuant to is a “specified Executive” for purposes of Section 3 . 5 (Good Reason)409A, the total payments and benefits payable to Executive under the Agreement shall not exceed the amounts required under this Section 3 . 6 (a) (i . e . compensation which Executive has earned and not yet collected up to the Termination Date (which, includes through the applicable notice period)), and extent the Severance Benefits required under Section 3 . 6 (b) . For example, if the Company terminates the Agreement to be made pursuant to Section 3 . 3 3.2 hereof constitutes “non-qualified deferred compensation” for purposes of Section 409A, then : payment thereof shall be delayed until the day after the first to occur of (i) the total cash payment due shall be twelve ( 12 ) day which is 6 months (i . e . pursuant to Section 3 . 6 (b)(i)) plus forty ( 45 ) days of earned but uncollected compensation and any other unpaid Base Salary and unreimbursed expenses as of from the Termination Date (i . e . pursuant to Section 3 . 3 and this Section 3 . 6 (a)), and all other Severance Benefits as set forth in Section 3 . 6 (b), and (ii) no additional Base Salary shall be owed or the date of the Executive’s death, with any delayed amounts being paid by in a lump-sum on such date and any remaining payments being made in the Company to Executive for normal course. For purposes of this Agreement, the remaining period terms “terminate,” “terminated” and “termination” mean a termination of any Initial Term, or any applicable Renewal Term (i . e . Base Salary is payable only through the Termination Date) . (b) In the event that the Executive’s employment with the Company is terminated by the Company in connection with that constitutes a non - renewal of this Agreement (due to Company providing notice of non - renewal as set forth in Section 3 . 1 ), or for any reason other than for Cause, the Early Termination Right, death of Executive, “permanent and total disabilityseparation from service” of Executive (within the meaning Section 22 (e)( 3 ) of the Internal Revenue Code or non - renewal default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Agreement (due to Executive providing notice of non - renewal as set forth in Section 3 . 1 ), in addition to any compensation owing to Executive under Section 3 . 6 (a), Executive shall be entitled treated as a right to the following severance benefits (the “Severance Benefits”) : 6 | P a g e N Y I A X , I n c . P r i v i l e g e d a n d C o n f i d e n t i a l ( i ) a cash payment equal to twelve ( 12 ) months series of the Executive’s then current Base Salary, payable less any taxes and withholding as may be necessary pursuant to applicable law . A pro rata portion of any annual bonus that Executive would have been entitled to receive with respect to the fiscal year of termination had her employment had not been terminated, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment . Vesting of those equity grants that have not yet fully vested as ( ii ) ( iii ) DocuSign Envelope ID: 2E315BCC - 56B8 - 4681 - 8383 - 8D23B610B0A2separate payments.

Compensation Due Upon Termination. (a) In the event this Agreement is terminated for any reason as set forth above, Executive shall be entitled to the compensation which Executive has earned and not yet collected pursuant to this Agreement up to the Termination Date, including continuation of benefits hereunder and reimbursement of expenses properly incurred and documented through the Termination Date Date. Compensation following termination shall be paid by the Company in the ordinary course of its payroll practices practices. In addition, the Executive shall not be entitled to any unvested equity grants, further compensation or benefits as of the Termination Date for a termination for Cause Cause. For the avoidance of doubt, in the event the Company terminates the Agreement pursuant to Sections 3 . 1 3.1 (non - non-renewal) or 3 . 3 3.3 (Without Cause) or the Executive terminates the Agreement pursuant to Section 3 . 5 3.5 (Good Reason), the total payments and benefits payable to Executive under the Agreement shall not exceed the amounts required under this Section 3 . 6 (a3.6(a) (i . e . i.e. compensation which Executive has earned and not yet collected up to the Termination Date (which, includes through the applicable notice period)), and the Severance Benefits required under Section 3 . 6 (b) 3.6(b). For example, if the Company terminates the Agreement pursuant to Section 3 . 3 3.3, then then: (i) the total cash payment due shall be twelve ( 12 (12) months (i . e . i.e. pursuant to Section 3 . 6 (b)(i3.6(b)(i)) plus forty ( 45 (45) days of earned but uncollected compensation and any other unpaid Base Salary and unreimbursed expenses as of the Termination Date (i . e . i.e. pursuant to Section 3 . 3 3.3 and this Section 3 . 6 (a3.6(a)), and all other Severance Benefits as set forth in Section 3 . 6 (b3.6(b), and (ii) no additional Base Salary shall be owed or paid by the Company to Executive for the remaining period of any Initial Term, or any applicable Renewal Term (i . e . i.e. Base Salary is payable only through the Termination Date) . ). (b) In the event that the Executive’s employment with the Company is terminated by the Company in connection with a non - non-renewal of this Agreement (due to Company providing notice of non - non-renewal as set forth in Section 3 . 1 3.1), or for any reason other than for Cause, the Early Termination Right, death of Executive, “permanent and total disability” of Executive (within the meaning Section 22 (e)( 3 22(e)(3) of the Internal Revenue Code or non - non-renewal of this Agreement (due to Executive providing notice of non - non-renewal as set forth in Section 3 . 1 3.1), in addition to any compensation owing to Executive under Section 3 . 6 (a3.6(a), Executive shall be entitled to the following severance benefits (the “Severance Benefits”) : 6 | P a g e N Y I A X , I n c . P r i v i l e g e d a n d C o n f i d e n t i a l ( i ): (i) a cash payment equal to twelve ( 12 (12) months of the Executive’s then current Base Salary, payable less any taxes and withholding as may be necessary pursuant to applicable law . law. (ii) A pro rata portion of any annual bonus that Executive would have been entitled to receive with respect to the fiscal year of termination had her employment had not been terminated, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment . employment. (iii) Vesting of those equity grants that have not yet fully vested as ( ii ) ( iii ) DocuSign Envelope IDfollows: A- Any grant that has vested or would vest before the Termination Date is fully vested. B- For equity grants that vest on a 4-year quarterly vesting schedule at IPO, the following table will be applied for vesting and no additional vesting after the Termination Date: 2E315BCC - 56B8 - 4681 - 8383 - 8D23B610B0A26 | P a g e N Y I A X , I n c . P r i v i l e g e d a n d C o n f i d e n t i a l C- For equity grants awarded annually for performance and vest on a 3-year quarterly vesting schedule, the following table will be applied for vesting and no additional vesting after the Termination Date: This table will be applied individually to each unvested equity grant awarded annual for performance that are on a 3- year quarterly vesting schedule.

Compensation Due Upon Termination. (a) In the event this Agreement is terminated for any reason as set forth aboveterminate under Sections 3.1, 3.2, 3.3, or 3.4, Executive shall be entitled to the compensation which Executive has earned and not yet collected pursuant to this Agreement up to the Termination Date, including continuation of benefits hereunder until such date and reimbursement of expenses properly incurred and documented through the Termination Date in line with Section 2.4. Compensation following termination shall be paid by the Company in the ordinary course of its payroll practices practices. In additionExcept as otherwise provided to the contrary in this Article III or as required under applicable law, upon termination of this Agreement, the Executive Company shall not be entitled have no obligation to make any unvested equity grants, further compensation or benefits as of the Termination Date for a termination for Cause . For the avoidance of doubt, in the event the Company terminates the Agreement pursuant to Sections 3 . 1 (non - renewal) or 3 . 3 (Without Cause) or the Executive terminates the Agreement pursuant to Section 3 . 5 (Good Reason), the total payments and benefits payable to Executive under the Agreement shall not exceed the amounts required under this Section 3 . 6 (a) (i . e . compensation which Executive has earned and not yet collected up to the Termination Date (which, includes through the applicable notice period)), and the Severance Benefits required under Section 3 . 6 (b) . For example, if the Company terminates the Agreement pursuant to Section 3 . 3 , then : (i) the total cash payment due shall be twelve ( 12 ) months (i . e . pursuant to Section 3 . 6 (b)(i)) plus forty ( 45 ) days of earned but uncollected compensation and any other unpaid Base Salary and unreimbursed expenses as of the Termination Date (i . e . pursuant to Section 3 . 3 and this Section 3 . 6 (a)), and all other Severance Benefits as set forth in Section 3 . 6 (b), and (ii) no additional Base Salary shall be owed or paid by the Company to Executive for the remaining period of any Initial Term, additional salary or any applicable Renewal Term (i benefits. e . Base Salary is payable only through the Termination Date) . (b) In the event that the Executive’s employment Company terminates the Executive in accordance with the Company is terminated provisions of Article 3.1 by providing the Executive with thirty (30) days written notice of termination during any Renewal Term and provided the Executive agrees to the Company’s then standard employee separation agreement, the Company in connection with a non - renewal of this Agreement (due to Company providing notice of non - renewal as set forth in Section 3 . 1 ), or for any reason other than for Cause, will provide the Early Termination Right, death of Executive, “permanent and total disability” of Executive (within the meaning Section 22 (e)( 3 ) of the Internal Revenue Code or non - renewal of this Agreement (due to Executive providing notice of non - renewal as set forth in Section 3 . 1 ), in addition to any compensation owing to Executive under Section 3 . 6 (a), Executive shall be entitled to the following severance benefits (the “Severance Benefits”) : 6 | P a g e N Y I A X , I n c . P r i v i l e g e d a n d C o n f i d e n t i a l ( i ) a cash payment with: A. Cash payments equal to twelve ( 12 four (4) months of the Executive’s then current Base Salary, payable less any taxes and withholding as may be necessary pursuant to applicable law law, provided, however, that such four (4) months cash payments shall be: i. Paid ratably and semi-monthly in accordance with the Company’s ordinary payroll practices , and ii. A pro rata The Executive makes himself available to the Chief Executive Officer for queries and assistance as required by the Chief Executive Officer. B. To the extent the Executive and his dependents elect coverage under the Company’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay all employee and employer portion of any annual bonus that Executive would have been entitled to receive with respect to the fiscal year of termination had her employment had not been terminated, based upon the percentage COBRA premium payments of the fiscal year that shall have elapsed through Executive and his dependents for a period of up to four (4) months after the date of notice of Termination Date; (b) In the event this Agreement is terminated under Section 3.3 for Non- Performance, the Executive shall not be entitled to any compensation, receive any benefits or other remuneration for the remaining term of this Agreement or otherwise for the Initial Period or any Renewal Period from the date of termination of the Executive. Further in the event of termination for Non- Performance under Section 3.3 all unvested options and warrants, if applicable, shall become null and void and the Executive shall have no rights thereto. (c) In the event this Agreement is terminated under Section 3.4 for Cause the Executive shall not be entitled to any compensation, receive any benefits or other remuneration for the remaining term of this Agreement or otherwise for the Initial Period or any Renewal Period from the date of termination of the Executive. Further in the event of termination for Cause under Section 3.4 all unvested options and warrants, if applicable, shall become null and void and the Executive shall have no rights thereto. (d) If the Executive is a “specified Executive” for purposes of Section 409A, to the extent the Severance Benefits required to be made pursuant to Section 3.2 hereof constitutes “non-qualified deferred compensation” for purposes of Section 409A, payment thereof shall be delayed until the day after the first to occur of (i) the day which is 6 months from the Termination Date and (ii) the date of the Executive’s death, with any delayed amounts being paid in a lump-sum on such date and any remaining payments being made in the normal course. For purposes of this Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment . Vesting that constitutes a “separation from service” within the meaning of those equity grants that have not yet fully vested the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as ( ii ) ( iii ) DocuSign Envelope ID: 2E315BCC - 56B8 - 4681 - 8383 - 8D23B610B0A2a right to a series of separate payments.