Common use of Equity Award Clause in Contracts

Equity Award. (a) As soon as reasonably practicable following the Effective Date and in no event later than fifteen business days following the Effective Date, the Company will grant Executive options (the “Options”) to purchase shares of non-voting common stock of the Company (the “Option Shares”) at an exercise price per Option Share equal to $100.00 per share. The specific terms and conditions governing all aspects of the Options shall be provided in separate grant agreements and any relevant plan documents (collectively, the “New Option Plan”). The Options shall be comprised of the following two tranches: (i) twenty percent (20%) of the Options (the “Time Based Options”) will vest and become exercisable in equal annual installments of twenty percent (20%) over a five-year period, subject to Executive’s continued employment with the Company through the applicable vesting date and (ii) eighty percent (80%) of the Options (the “Performance Based Options”) will vest and become exercisable only upon the achievement by the Company of certain performance targets in accordance with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64% of the fully-diluted shares of non-voting common stock of the Company immediately after consummation of the Merger, with 5.4% in the form of Time Based Options and 3.24% in the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion of the Company to reflect the dividend rate on the Company’s non-voting preferred stock, consistent with the methodology for such adjustments previously provided to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 20% of the total number of Time Based Options and a number of Performance Based Options equal to 39.23% of the total number of Performance Based Options. As a condition to Executive’s receipt of the Options pursuant to this Section 5, Executive shall execute an acknowledgment in form and substance reasonably acceptable to the Company that the Company has satisfied its obligations pursuant to this Section 5. (c) Executive has been permitted, on a tax-free basis, to rollover existing Company stock outstanding prior to the Effective Date into shares of non-voting common stock and non-voting preferred stock of the Company following the Effective Date on the same basis and subject the same terms and conditions as other investors, including, without limitation, the Sponsors (as defined in the Management Investor Rights Agreement, dated as of January 28, 2008 among the Company, Employee and the other parties specified therein (the “MIRA”). Executive has entered into a rollover option agreement that provides for the conversion of options to purchase shares of the Company prior to the Effective Date into Options exercisable with respect to Option Shares following the Effective Date with such conversion preserving the intrinsic “spread value” of the converted option. (d) Executive shall execute the MIRA and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”).

Equity Award. Subject to the Board’s approval, the Company shall grant you an option to purchase [Twenty Thousand Eight Hundred Twenty-Six (a) As 20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] shares of the Company’s common stock [(equivalent to 0.25% of the Company’s fully-diluted capitalization as of immediately following the February 2015 closing of the Company’s Series E-1, Series E-2 and Series E-3 preferred stock financing)] (the “Option”), subject to the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable following after the Effective Date and in no event later than fifteen business days following the Effective Date, the Company will grant Executive options (the “Options”) to purchase shares of non-voting common stock commencement of the Company (the “Option Shares”) at an Term. The exercise price per share of the Option Share equal shall be the fair market value of the Company’s stock as determined by the Board as of the date of grant. Twenty-five percent (25%) of the shares subject to $100.00 per sharethe Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before such date. The specific terms and conditions governing all aspects remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month period, in equal monthly amounts. Any vested portion of the Options Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option shall be provided in separate grant agreements and any relevant plan documents forfeited upon termination of this Agreement. In the event of a Change of Control (collectively, the “New Option Plan”). The Options shall be comprised as defined below) of the following two tranchesCompany, your Option will automatically become vested and exercisable as to all of the shares subject to the Option as of immediately before the consummation of such Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (i) twenty percent (20%) of the Options (the “Time Based Options”) will vest and become exercisable in equal annual installments of twenty percent (20%) over a five-year period, subject to Executive’s continued employment with the Company through the applicable vesting date and (ii) eighty percent (80%) of the Options (the “Performance Based Options”) will vest and become exercisable only upon the achievement by the Company of certain performance targets in accordance with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64% of the fully-diluted shares of non-voting common stock acquisition of the Company immediately after consummation by another entity by means of the Merger, with 5.4% in the form any transaction or series of Time Based Options and 3.24% in the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion of the Company to reflect the dividend rate on the Company’s non-voting preferred stock, consistent with the methodology for such adjustments previously provided to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 20% of the total number of Time Based Options and a number of Performance Based Options equal to 39.23% of the total number of Performance Based Options. As a condition to Executive’s receipt of the Options pursuant to this Section 5, Executive shall execute an acknowledgment in form and substance reasonably acceptable to the Company that the Company has satisfied its obligations pursuant to this Section 5. related transactions (c) Executive has been permitted, on a tax-free basis, to rollover existing Company stock outstanding prior to the Effective Date into shares of non-voting common stock and non-voting preferred stock of the Company following the Effective Date on the same basis and subject the same terms and conditions as other investors, including, without limitation, the Sponsors (as defined any merger, consolidation or other form of reorganization in the Management Investor Rights Agreement, dated as of January 28, 2008 among the Company, Employee and the other parties specified therein (the “MIRA”). Executive has entered into a rollover option agreement that provides for the conversion of options to purchase which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to the Effective Date into Options exercisable with respect to Option Shares following the Effective Date with such conversion preserving the intrinsic “spread value” Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the converted option. voting power of the surviving or acquiring entity in the same relative proportions, (dii) Executive shall execute a sale of all or substantially all of the MIRA and such other related agreements that are in forms reasonably acceptable to Executive and assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property by means of any transaction or series of related transactions, or (such agreementsiii) a liquidation, together with dissolution or winding up of the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”)Company.

Equity Award. (a) As soon as reasonably practicable following the Effective Date and in no event later than fifteen business days following the Effective Date, the Company will grant Executive The Employee shall receive options (the “Initial Options”) to purchase shares 9.9% of non-voting the common stock of the Company (on a fully-diluted basis as of the “Option Shares”) Start Date), at an exercise price per Option Share equal to $100.00 per sharethe fair market value of such shares on the Early Exercise Date (as defined below), as determined by the Board in good faith based on generally accepted industry valuation methodologies. The specific terms and conditions governing all aspects Initial Options shall vest in five equal installments on each of the first five anniversaries of the Start Date, provided the Employee is still an employee of the Company on each applicable vesting date. Notwithstanding the foregoing, the Initial Options shall be provided in separate grant agreements and any relevant plan documents (collectively, the “New Option Plan”). The Options shall be comprised of the following two tranches: (i) twenty percent (20%) of the Options (the “Time Based Options”) will vest and become exercisable in equal annual installments of twenty percent (20%) over a five-year period, subject to Executive’s continued employment with the Company through before the applicable vesting dates, on or after June 30, 2005, or such earlier date and as the Company may specify (ii) eighty percent (80%) of the Options (in either case the “Performance Based OptionsEarly Exercise Date”) will vest ), in which case the shares issuable upon any such earlier exercise shall be restricted shares which shall be subject to the same vesting schedule as applicable under the Initial Options and shall not be transferable unless and until such shares become exercisable only upon vested. The parties agree that the achievement obligation to grant the Initial Options may be partially satisfied by the Company of certain performance targets in accordance an option granted with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64respect to up to 10% of the fully-diluted shares of non-voting common stock of the Company immediately after consummation beneficially owned by Credit Suisse Boston Management LLC and its affiliates (excluding such affiliation solely by virtue of ownership and involvement with the Company or its subsidiaries, the “CSFB Entities”), with the remainder being granted with respect to reserved shares of the MergerCompany; provided, with 5.4however, that any Initial Option granted by the CSFB Entities shall also be honorable by the Company. Upon exercise of any Initial Options within one week of the Early Exercise Date, the Company shall pay to the Employee an amount equal to 57.36% of the excess, if any, of the fair market value of the shares on the exercise date, as determined for federal income tax purposes, over the exercise price. An additional equity pool of 20.1% (subject to adjustment to 20% in the form event of Time Based Options and 3.24% in certain transactions) of the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion fully-diluted shares of the Company as of the Start Date shall be reserved for options and/or other equity awards to reflect be granted to other employees as recommended by management and approved by the dividend rate on Board (or a designated committee thereof). In the Company’s non-voting preferred stockevent that such additional pool is not entirely allocated to grants made to other employees, consistent the Employee shall be eligible to receive additional options and/or other equity awards with respect to such unallocated shares available in such pool, up to a maximum level of 15% (including the methodology for such adjustments previously provided shares subject to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 20% Initial Options) of the total number of Time Based Options and a number of Performance Based Options equal to 39.23% of the total number of Performance Based Options. As a condition to Executive’s receipt of the Options pursuant to this Section 5, Executive shall execute an acknowledgment in form and substance reasonably acceptable to the Company that the Company has satisfied its obligations pursuant to this Section 5. (c) Executive has been permitted, on a taxfully-free basis, to rollover existing Company stock outstanding prior to the Effective Date into diluted shares of non-voting common stock and non-voting preferred stock of the Company following as of the Effective Date on Start Date. If such additional pool is allocated to grants made to other employees, then the same basis Employee shall not receive any options or other equity awards in addition to the Initial Options. The Initial Options and subject any other stock options granted to the same terms and conditions Employee (collectively, with the Initial Options, hereinafter referred to as the “Options”) shall have a duration of ten years, except that (i) if the Employee’s employment with the Company terminates for any reason other investors, including, without limitation, the Sponsors than for Cause (as defined in Section 4.1 hereof), Disability (as defined in Section 4.2 hereof) or death, any then vested but unexercised Options shall be exercisable for three months following such termination, (ii) if the Management Investor Rights AgreementEmployee’s employment with the Company terminates due to Disability or death, dated any then vested but unexercised Options shall be exercisable for six months following such termination, and (iii) if the Employee’s employment with the Company terminates for Cause, all unexercised Options (including any vested Options) shall terminate immediately upon such termination. In no event shall any Options continue to be exercisable for a period of more than ten years following the date of grant. The exercise price payable for the purchase of shares under all Options shall be paid in cash, at the time of exercise of the respective Option. All shares issued pursuant to the exercise of any Options shall be subject to a right of first refusal from and after such time as they become transferable, and to repurchase rights (but not obligations) in the event of January 28, 2008 among a termination of the Employee’s employment with the Company. The purchase price payable to repurchase shares from the Employee shall be (i) with respect to vested shares, Employee and the other parties specified therein greater of the fair market value (as determined by the “MIRA”)Board in good faith based on generally accepted industry valuation methodologies) of the shares on the date of repurchase or the purchase price paid by the Employee, or (ii) with respect to non-vested shares, the purchase price paid by the Employee. Executive has entered into a rollover option agreement that provides Repurchase rights shall extend for the conversion longer of options (i) seven months after the issuance of the applicable shares, (ii) seven months after the Employee is terminated by the Company other than for Cause or (iii) three months after a termination of the Employee’s employment with the Company due to purchase any other reason. The right of first refusal shall extend until the shares of the Company prior Company’s common stock issued under such Options are publicly traded. All Options and any other equity awards granted to the Effective Date Employee shall be evidenced by a separate agreement entered into Options exercisable with respect to Option Shares following the Effective Date with Employee, in such conversion preserving the intrinsic “spread value” of the converted option. (d) Executive form as shall execute the MIRA and such other related agreements that are in forms reasonably acceptable to Executive and be provided by the Company (such agreementsor the CSFB Entities, together with the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”)as applicable.

Equity Award. (a) As soon Subject to approval by the compensation committee of the Board or a majority of the Company’s Independent Directors as reasonably practicable defined in Nasdaq Listing Rule 5605(a)(2), and in consideration of and contingent upon the Executive entering into the Noncompetition Agreement following the Effective Date Executive’s commencement of employment as set forth in Section 9 below and in no event later than fifteen business days following adhering to the Effective Datenon-competition provisions set forth therein, the Company will grant Executive options to the Executive: (i) a non-qualified stock option (the “OptionsOption”) to purchase 90,000 shares of non-voting the Company’s common stock of the Company stock, such Option to (the “Option Shares”1) at have an exercise price per Option Share share equal to $100.00 per share. The specific terms and conditions governing all aspects the fair market value of the Options shall be provided in separate grant agreements and any relevant plan documents Company’s common stock on the date of grant, (collectively, the “New Option Plan”). The Options shall be comprised of the following two tranches: (i2) twenty percent (20%) of the Options (the “Time Based Options”) will vest and become exercisable in equal annual installments of twenty percent (20%) over a five-year periodexercisable, subject to the Executive’s continued employment with the Company through the on each applicable vesting date and (ii) eighty percent (80%) date, at a rate of the Options (the “Performance Based Options”) will vest and become exercisable only upon the achievement by the Company of certain performance targets in accordance with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64% of the fully-diluted shares of non-voting common stock of the Company immediately after consummation of the Merger, with 5.4% in the form of Time Based Options and 3.24% in the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion of the Company to reflect the dividend rate on the Company’s non-voting preferred stock, consistent with the methodology for such adjustments previously provided to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 2025% of the total number shares underlying the Option on the first anniversary of Time Based Options the grant date and, following that, as to an additional 1/48th of the total shares underlying the Option upon the Executive’s completion of each additional month of service over the 36-month period measured from the first anniversary of the grant date, (3) have a term of up to 10 years and (4) have such other terms as are set forth in the applicable Option agreement. (ii) 45,000 restricted stock units (the “RSUs” and, together with the Option, the “Equity Awards”), which RSUs shall (1) entitle the Executive to receive one share of the Company’s common stock for each RSU that vests, (2) vest and become exercisable, subject to the Executive’s continued employment on each applicable vesting date, at a number rate of Performance Based Options equal to 39.2325% of the total number of Performance Based Options. As a condition to Executive’s receipt shares underlying the RSUs on each anniversary of the Options pursuant to this Section 5, Executive shall execute an acknowledgment grant date and (3) have such other terms as are set forth in form and substance reasonably acceptable to the Company that the Company has satisfied its obligations pursuant to this Section 5applicable RSU agreement. (ciii) Executive has been permitted, on a tax-free basis, to rollover existing Company stock outstanding prior to the Effective Date into shares of non-voting common stock and non-voting preferred stock The Equity Awards will be granted outside of the Company following Company’s equity incentive plans as “inducement grants” within the Effective Date meaning of Nasdaq Listing Rule 5635(c)(4). The Equity Awards are subject to adjustment for stock splits, combinations or other changes in capitalization. (iv) The Executive shall also be eligible to receive additional equity awards, if any, at such times and on the same basis and subject the same such terms and conditions as other investorsthe Board shall, includingin its sole discretion, without limitation, the Sponsors (as defined in the Management Investor Rights Agreement, dated as of January 28, 2008 among the Company, Employee and the other parties specified therein (the “MIRA”). Executive has entered into a rollover option agreement that provides for the conversion of options to purchase shares of the Company prior to the Effective Date into Options exercisable with respect to Option Shares following the Effective Date with such conversion preserving the intrinsic “spread value” of the converted optiondetermine. (d) Executive shall execute the MIRA and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”).

Equity Award. (a) As soon as reasonably practicable following Subject to approval of the Effective Date Board and in no event later than fifteen business days following the Effective Date, terms of the Company will grant Executive options Company’s Stock Plan (the “OptionsPlan”), Executive will be granted a stock option under the Plan (the “Option”) to purchase up to 5% of the Company’s outstanding shares of nonCommon Stock, calculated on a Fully-voting common Diluted Bases (as defined herein). For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding or reserved for issuance. To the maximum extent possible, the Option shall be an Incentive Stock Option as such term is defined in Section 422 of the Company Internal Revenue Code of 1986, as amended (the “Option Shares”) at an exercise price per Option Share equal to $100.00 per share. The specific terms and conditions governing all aspects of the Options shall be provided in separate grant agreements and any relevant plan documents (collectively, the “New Option PlanCode”). The Options shall Option will be comprised governed by and granted pursuant to a separate Stock Option Agreement and the Plan. The exercise price per share of the following two tranches: (i) twenty percent (20%) Option will be equal to the fair market value of the Options (Common Stock established on the “Time Based Options”) will vest and become exercisable in equal annual installments date of twenty percent (20%) over a five-year periodgrant, subject to Executive’s continued employment with approval by the Board of Directors. One-half of the Option will be subject to vesting over four (4) years so long as Executive provides continuous service to the Company through the applicable vesting date and (ii) eighty percent (80%) of the Options (the “Performance Based Options”) will vest and become exercisable only upon the achievement by the Company of certain performance targets in accordance with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64% of the fully-diluted shares of non-voting common stock of the Company immediately after consummation of the Merger, with 5.4% in the form of Time Based Options and 3.24% in the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion of the Company to reflect the dividend rate on the Company’s non-voting preferred stock, consistent with the methodology for such adjustments previously provided according to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 20following schedule: 25% of the total number of Time Based Options shares underlying the Option shall vest and a number become exercisable on the 1 year anniversary from the date of Performance Based Options equal to 39.23% grant and the remaining unvested shares shall become exercisable in thirty-six (36) monthly installments thereafter. The remaining one-half of the total number Option hall vest in three equal part upon the achievement of Performance Based Options. As a condition to Executivethe following milestones: (i) the Company’s receipt of the Options pursuant to this Section 5CLIA lab certification, Executive shall execute an acknowledgment in form and substance reasonably acceptable to (ii) the Company raises at least $5,000,000 in additional capital in one or more equity financings, and (iii) the completion of a clinical utility study suitable for publication. In the event that the Company has satisfied its obligations pursuant to this Section 5. Executive is terminated without Cause (cas defined below) or Executive has been permitted, on a tax-free basis, to rollover existing Company stock outstanding resigns for Good Reason (as defined below) within three month (3) months prior to the Effective Date into shares or eighteen (18) months after a Change of non-voting common stock and non-voting preferred stock of the Company following the Effective Date on the same basis and subject the same terms and conditions as other investors, including, without limitation, the Sponsors Control (as defined in the Management Investor Rights Agreement, dated as of January 28, 2008 among the Company, Employee and the other parties specified therein (the “MIRA”Plan). Executive has entered into a rollover option agreement that provides for the conversion of options to purchase shares of the Company prior to the Effective Date into Options exercisable with respect to Option Shares following the Effective Date with such conversion preserving the intrinsic “spread value” of the converted option. (d) Executive shall execute the MIRA and such other related agreements that are in forms reasonably acceptable to Executive and the Company (such agreements, together with the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”)Option shall include 100% acceleration of all unvested shares upon as further set forth in the Plan and related Stock Option Agreement.

Equity Award. (a) As soon as reasonably practicable following a. Subject to approval of the Effective Date and in no event later than fifteen business days following the Effective Date, the Company will grant Executive options (the “Options”) to purchase shares Board of non-voting common stock Directors of the Company (or a subcommittee thereof) (the “Option SharesBoard”), the Company shall grant to you equity-based compensation awards under the Talkspace, Inc. 2021 Incentive Award Plan (the “Plan”) at with an aggregate share number equal to 1,237,500 shares. Of such amount, 20% or 247,500 units will be granted in the form of a restricted stock unit award (the “RSU Award”) and the remaining 80% (990,000) shall be granted in the form of an option to purchase Company common stock (the “Stock Option” and, together with the RSU Award, the “Award”), in each case, subject to your continued employment through the applicable vesting date. b. The number of shares of Company common stock subject to the RSU Award will be determined by dividing the applicable RSU Award grant value by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the applicable grant date. c. The Stock Option shall be a non-qualified stock option, shall have an exercise price per Option Share share equal to $100.00 per sharethe Fair Market Value of the Company’s common stock on the applicable grant date, and shall have a maximum term of ten years from the applicable grant date. The specific terms and conditions governing all aspects number of shares of Company common stock subject to the Stock Option will be determined by dividing the applicable Stock Option grant value by the per share Black-Scholes valuation as of the Options shall be provided applicable grant date, utilizing the same assumptions that the Company uses in separate grant agreements and any relevant plan documents (collectively, the “New Option Plan”). The Options shall be comprised preparation of the following two tranches: (i) twenty percent (20%) of the Options (the “Time Based Options”) will vest and become exercisable in equal annual installments of twenty percent (20%) over a five-year period, subject its financial statements. d. Subject to Executive’s your continued employment service with the Company through the applicable vesting date date, each Award shall vest (and become exercisable, as applicable) (iix) eighty percent (80%) with respect to 100% of the Options equity underlying such Award, in substantially equal installments on each of the 16 quarterly anniversaries thereafter. The terms and conditions of each Award shall be set forth in one or more separate award agreement(s) in a form(s) prescribed by the Company, to be entered into by the Company and you (the “Performance Based Options”) will vest and become exercisable only upon the achievement by the Company of certain performance targets in accordance with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64% of the fully-diluted shares of non-voting common stock of the Company immediately after consummation of the Merger, with 5.4% in the form of Time Based Options and 3.24% in the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion of the Company to reflect the dividend rate on the Company’s non-voting preferred stock, consistent with the methodology for such adjustments previously provided to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 20% of the total number of Time Based Options and a number of Performance Based Options equal to 39.23% of the total number of Performance Based Options. As a condition to Executive’s receipt of the Options pursuant to this Section 5, Executive shall execute an acknowledgment in form and substance reasonably acceptable to the Company that the Company has satisfied its obligations pursuant to this Section 5. (c) Executive has been permitted, on a tax-free basis, to rollover existing Company stock outstanding prior to the Effective Date into shares of non-voting common stock and non-voting preferred stock of the Company following the Effective Date on the same basis and subject the same terms and conditions as other investors, including, without limitation, the Sponsors (as defined in the Management Investor Rights Agreement, dated as of January 28, 2008 among the Company, Employee and the other parties specified therein (the “MIRAAward Agreements”). Executive has entered into a rollover option agreement that provides for Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the conversion terms of options to purchase shares and conditions of the Company prior to Plan and the Effective Date into Options exercisable with respect to Option Shares following the Effective Date with such conversion preserving the intrinsic “spread value” of the converted optionapplicable Award Agreement. (d) Executive shall execute e. Beginning in calendar year 2022, you will be eligible to receive an annual equity-based award as determined by the MIRA and such other related agreements that are in forms reasonably acceptable Board from time to Executive and the Company (such agreements, together with the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”)time.

Equity Award. (a) As soon as reasonably practicable following a. Subject to approval of the Effective Date and in no event later than fifteen business days following the Effective Date, the Company will grant Executive options (the “Options”) to purchase shares Board of non-voting common stock Directors of the Company (or a subcommittee thereof) (the “Option SharesBoard”), the Company shall grant to you equity-based compensation awards under the Talkspace, Inc. 2021 Incentive Award Plan (the “Plan”) at with an aggregate share number equal to 618,750 shares. Of such amount, 20% or 123,750 units will be granted in the form of a restricted stock unit award (the “RSU Award”) and the remaining 80% (495,000) shall be granted in the form of an option to purchase Company common stock (the “Stock Option” and, together with the RSU Award, the “Award”), in each case, subject to your continued employment through the applicable vesting date. b. The number of shares of Company common stock subject to the RSU Award will be determined by dividing the applicable RSU Award grant value by the Fair Market Value (as defined in the Plan) of the Company’s common stock on the applicable grant date. c. The Stock Option shall be a non-qualified stock option, shall have an exercise price per Option Share share equal to $100.00 per sharethe Fair Market Value of the Company’s common stock on the applicable grant date, and shall have a maximum term of ten years from the applicable grant date. The specific terms and conditions governing all aspects number of shares of Company common stock subject to the Stock Option will be determined by dividing the applicable Stock Option grant value by the per share Black-Scholes valuation as of the Options shall be provided applicable grant date, utilizing the same assumptions that the Company uses in separate grant agreements and any relevant plan documents (collectively, the “New Option Plan”). The Options shall be comprised preparation of the following two tranches: (i) twenty percent (20%) of the Options (the “Time Based Options”) will vest and become exercisable in equal annual installments of twenty percent (20%) over a five-year period, subject its financial statements. d. Subject to Executive’s your continued employment service with the Company through the applicable vesting date date, each Award shall vest (and become exercisable, as applicable) (iix) eighty percent (80%) with respect to 100% of the Options equity underlying such Award, in substantially equal installments on each of the 16 quarterly anniversaries thereafter. The terms and conditions of each Award shall be set forth in one or more separate award agreement(s) in a form(s) prescribed by the Company, to be entered into by the Company and you (the “Performance Based Options”) will vest and become exercisable only upon the achievement by the Company of certain performance targets in accordance with the New Option Plan. (b) The New Option Plan shall represent a minimum of 8.64% of the fully-diluted shares of non-voting common stock of the Company immediately after consummation of the Merger, with 5.4% in the form of Time Based Options and 3.24% in the form of Performance Based Options, provided, that, such percentages may be increased on a one time basis in the good faith discretion of the Company to reflect the dividend rate on the Company’s non-voting preferred stock, consistent with the methodology for such adjustments previously provided to the Executive. Executive shall be granted in accordance with the foregoing provisions a number of Time Based Options equal to 20% of the total number of Time Based Options and a number of Performance Based Options equal to 39.23% of the total number of Performance Based Options. As a condition to Executive’s receipt of the Options pursuant to this Section 5, Executive shall execute an acknowledgment in form and substance reasonably acceptable to the Company that the Company has satisfied its obligations pursuant to this Section 5. (c) Executive has been permitted, on a tax-free basis, to rollover existing Company stock outstanding prior to the Effective Date into shares of non-voting common stock and non-voting preferred stock of the Company following the Effective Date on the same basis and subject the same terms and conditions as other investors, including, without limitation, the Sponsors (as defined in the Management Investor Rights Agreement, dated as of January 28, 2008 among the Company, Employee and the other parties specified therein (the “MIRAAward Agreements”). Executive has entered into a rollover option agreement that provides for Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the conversion terms of options to purchase shares and conditions of the Company prior to Plan and the Effective Date into Options exercisable with respect to Option Shares following the Effective Date with such conversion preserving the intrinsic “spread value” of the converted optionapplicable Award Agreement. (d) Executive shall execute e. Beginning in calendar year 2022, you will be eligible to receive an annual equity-based award as determined by the MIRA and such other related agreements that are in forms reasonably acceptable Board from time to Executive and the Company (such agreements, together with the rollover option agreement, option grant and stock incentive plan, the “Equity Agreements”)time.