Common use of Equity Awards Clause in Contracts

Equity Awards. As soon as reasonably practicable following the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon Effective upon a Change in Control that occurs during the Executive’s employment, except as reasonably practicable following the Effective Dateprovided in Section 3(b), the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award following shall include a performance-based vesting condition, pursuant to which occur: (i) thirty percent (30%) of the number of shares of Common Stock subject any performance criteria applicable to the Initial Award shall vest andany stock options, if applicablestock appreciation rights, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq restricted stock units, restricted stock or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, equity awards issued under any Stock Plan and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined held by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible deemed to participate have been met in full; (ii) any of the 2023 restrictions on any shares of restricted stock issued under any Stock Plan and held by Executive that are scheduled by their terms (after giving effect to clause (i) of this Section 3(a)) to lapse after the second anniversary of the Change in Control shall lapse immediately so that the portion of such shares formerly subject to such restrictions shall become unrestricted (and any such restrictions that are scheduled by their terms to lapse on or before the second anniversary of the Change in Control shall remain unchanged except as provided in clause (i)); (iii) any other equity awards (including without limitation any stock options, stock appreciation rights and restricted stock units) issued under any Stock Plan and held by Executive that are scheduled by their terms (after giving effect to clause (i) of this Section 3(a)) to vest after the second anniversary of the Change in Control shall vest immediately and become exercisable or distributable (and any such awards that are scheduled by their terms to vest on or before the second anniversary of the Change in Control shall remain unchanged except as provided in clause (i) of this Section 3(a)); provided that if any such stock option, stock appreciation right, restricted stock unit or other equity award is not assumed or a cash payment of equivalent value is not substituted therefor (in either case with vesting terms no more restrictive than those of the assumed or substituted award) by any acquirer of or successor to the Company, then such stock option, stock appreciation right, restricted stock unit or other equity award shall become vested and exercisable in full upon such Change in Control; and (iv) each outstanding equity award held by the Executive shall be deemed amended automatically to provide that, notwithstanding any provision of any Stock Plan, no outstanding share of restricted stock, stock option, stock appreciation right, restricted stock unit or other equity award held by the Executive may be terminated or forfeited without the Executive’s written consent (provided that this shall not prevent termination of (A) any unvested portion thereof that is terminated or forfeited upon termination of the Executive’s employment as provided in any agreement or certificate executed in connection with any such equity award, (B) a stock option the termination of which is covered by Section 8(i) of the Company’s 2000 Equity Incentive Plan, or (C) upon payment of a cash payment equivalent to the value of such terminated award). The foregoing notwithstanding, this Section 3(a) shall not apply to any shares of restricted stock, restricted stock units or other equity awards granted to the Executive as an incentive plan bonus under any of the Company’s short-term incentive programs which are subject to performance criteria with a performance period of one year or less and time-based vesting with an original vesting term of less than fifteen (15) months (collectively, such plans“Bonus Equity”), as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards which shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions treated as may be determined by the Board and/or the Committeeprovided in Section 3(b)(ii).

Equity Awards. As soon (i) Effective as reasonably practicable following of the Effective Date, Parent shall grant the Executive or his designee a restricted stock unit award with respect to Parent’s Class A common stock (the “IPO RSUs”) representing three percent (3.0%) of Parent’s common stock on an as-converted basis as of the Effective Date, subject to the terms of the Omnibus Plan and the award agreement provided to the Executive. (ii) In addition, beginning with the first calendar year commencing after the twelve (12) month anniversary of the Effective Date, the Company will recommend that Executive shall be eligible for annual equity awards, subject to the approval of the Board or the Committee, when annual equity awards are granted to other senior executives of Parent grant the Company generally (such awards granted to the Executive an equity award (Executive, the “Initial AwardAnnual Awards”) for such number of shares of ). The Annual Awards shall be in the Parent’s common stock (the “Common Stock”) amounts and forms as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards and shall be subject to the terms of the Stock Omnibus Plan and the applicable award agreement which shall contain such terms and conditions as may be determined agreements approved by the Board and/or or the Committee; provided, that the following terms shall apply: (A) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Annual Awards (including, without limitation, the definitions of “Cause” and “Good Reason”); (B) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), subject to the Executive delivering to the Company a “Release” within the “Release Delivery Period” (each, as defined below), any Annual Awards that are subject solely to service-vesting conditions shall be treated as follows in case of a termination event described below (as applicable, the “Additional Vesting Credit”): (I) in case of a termination of the Executive’s employment due to the Executive’s death or by the Company for Disability (as defined below), the portion of the Annual Award that would have become vested had the Executive’s employment continued for a period of twenty-four (24) months after the date of such termination shall vest upon (and effective as of) the date of such termination; and (II) in case of a termination of the Executive’s employment by the Company without “Cause” or by the Executive for “Good Reason”, the portion of the award that would have become vested had the Executive’s employment continued for a period of eighteen (18) months after the date of such termination shall vest upon (and effective as of) the date of such termination; and (C) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), any Annual Awards that are subject solely to service-vesting conditions shall, to the extent then unvested, become fully vested upon (and effective as of) a termination of the Executive’s employment (x) due to the Executive’s death or by the Company for Disability, (y) by the Company without “Cause” or by the Executive for “Good Reason” or (z) as a result of the Company’s or Parent’s non-extension of the Employment Term as provided in Section 2 hereof, but only if, in each case, the date of such termination occurs during the Change of Control Protection Period (as defined below) (the “Change of Control Vesting Credit”); provided, that if such termination date occurs during the Change of Control Protection Period and prior to the Change of Control, such accelerated vesting shall be subject to, and effective as of, the effective date of the Change of Control.

Equity Awards. As soon as reasonably practicable following the Effective Date(a) The Executive shall be entitled to a combination of (x) restricted grants of common stock, $.0.001 par value (“Common Stock”), of the Company will recommend that and (y) grants of “incentive stock options” (as defined under Section 422 of the Board Internal Revenue Code of Parent grant to the Executive an equity award 1986, as amended (the “Initial AwardCode”)), exercisable over a period of ten (10) years after grant with respect to shares of Common Stock, in the aggregate covering the lower of (i) eight percent (8%) of the Common Stock Equivalents (as defined below) or (ii) twenty eight million (28,000,000) shares of Common Stock (the “Executive Shares”) for (such number of shares appropriately adjusted for any subsequent stock dividends, stock splits, combinations, reclassifications and the like), as required by this Section 3.6 and subject to adjustment as set forth in Section 3.6(d) below on the first anniversary of the Parent’s common stock Effective Date (the “Common StockTrue Up Date”). Executive shall be entitled to receive additional equity awards (the “Additional Equity Awards”) as may in accordance with Schedule A, attached hereto and incorporated herein. Any Additional Equity Awards shall be determined by disregarded for all purposes under this Section 3.6, including, but not limited to any adjustments to the Board and/or the Committeenumber of Executive Shares issued or issuable to Executive hereunder. The Initial Award For purposes hereof, “Common Stock Equivalents” shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of mean the number of shares of Common Stock subject then outstanding, plus the total maximum aggregate number of shares that are issuable pursuant to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq any rights to subscribe for or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading dayspurchase, and any options or warrants for the remaining seventy percent (70%) purchase of, shares of Common Stock, plus the total maximum aggregate number of shares that are issuable pursuant to any stock or securities convertible into or exchangeable for shares of Common Stock subject and any options or warrants therefor (all of the foregoing calculated after giving effect to the Initial Award shall vest and, if applicable, become exercisable upon operation of any and all provisions designed to protect against dilution contained in securities theretofore issued and other obligations theretofore entered into by the market price Company directly or indirectly triggered as a result of consummation of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan transactions contemplated hereunder or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its other event or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeecircumstance).

Equity Awards. As soon as reasonably practicable following (a) At the Effective DateTime, by virtue of the Merger and without any action on the part of the holder thereof, each outstanding stock option with respect to shares of Company Common Stock (each, a “Company Option”), whether or not vested, shall cease to represent a Company Option, and shall thereafter constitute a stock option, on the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time, including any provisions for acceleration (which includes those provided in Section 9.01(a) of the Company will recommend that the Board of Parent grant 2017 Long Term Incentive Plan), with respect to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Parent Common Stock (as rounded down to the nearest whole number) determined based on trading on Nasdaq or other applicable stock exchangeby multiplying (x) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Company Common Stock subject to such Company Option immediately prior to the Initial Award shall vest and, if applicable, become exercisable upon Effective Time by (y) the market Exchange Ratio. The exercise price per share of the Parent Common Stock being subject to any such Company Option at and after the Effective Time shall be an amount (rounded up to the nearest one hundredth of a cent) equal to or exceeding $15.00 (A) the exercise price per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and of Company Common Stock subject to such other Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each award of restricted stock (each, a “Company RS Award”) that corresponds to shares of Company Common Stock that is outstanding as of the Effective Time, whether or not vested, shall cease to represent a Company RS Award with respect to Company Common Stock and shall thereafter constitute a restricted stock award, on the same terms and conditions as may be were applicable under such Company RS Award immediately prior to the Effective Time, including any provisions for acceleration (which includes those provided in Section 9.01(a) of the Company 2017 Long Term Incentive Plan), with respect to the number of shares of Parent Common Stock determined by multiplying (x) the Board and/or number of shares of Company Common Stock subject to such Company RS Award immediately prior to the CommitteeEffective Time by (y) the Exchange Ratio; provided, that no fractional shares of Parent Common Stock shall be delivered, and in lieu thereof, on the applicable vesting date, the holder shall become entitled to receive a cash payment (without interest and rounded to the nearest cent) based on the closing trading price of Parent Common Stock as reported by Bloomberg, L.P. on such date. For the avoidance of doubt, any amounts relating to dividends and other distributions, if any, with respect to such Company RS Award that are accrued or accumulated but unpaid as of the Effective Time will carry over and will be paid in accordance with the terms and conditions as were applicable to such Company RS Award immediately prior to the Effective Time. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each award of performance share units for which vesting is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Company PSU Award”) that corresponds to shares of Company Common Stock that is outstanding of the Effective Time shall be treated as follows: (i) Each Company PSU Award granted prior to the date hereof (each, a “Pre-Signing PSU Award”) shall cease to represent a Company PSU Award with respect to Company Common Stock and shall thereafter constitute a right to receive a cash payment (rounded to the nearest cent), on the same terms and conditions as were applicable under such Company PSU Award immediately prior to the Effective Time (other than any performance-based conditions), in an amount equal to the sum of the PSU Cash Amount (as defined below) and any dividend equivalent rights (calculated assuming that any performance-based vesting conditions applicable to such Company PSU Award are achieved at the maximum level) credited with respect to such Company PSU Award, without interest and less applicable withholding Taxes. The Initial Surviving Corporation shall pay the applicable PSU Cash Amount through the Surviving Corporation’s payroll systems, subject in all events to compliance with Section 409A of the Code, if applicable. (1) With respect to any outstanding Pre-Signing PSU Award that was granted prior to January 1, 2023 (a “Pre-2023 PSU Award”), the PSU Cash Amount in respect of such Pre-2023 PSU Award shall vest on the last day of the original performance cycle for such Pre-2023 PSU Award, subject to the holder’s continued employment through such date (unless the service condition of such Pre-Signing PSU Award has previously lapsed prior to the Closing, in which case there is no continued employment requirement and the applicable PSU Cash Amount shall be subject to proration (if any) to the Parent’s 2023 Stock Incentive Plan (such plan, same extent as it may be amended and/or restated, set forth in the “2023 Plan”) and applicable award agreement based on the reason for the separation from service), and be paid as soon as reasonably practicable (but not later than March 15 of the year) following the end of the original performance cycle; provided that the vesting and payment of such PSU Cash Amount shall be accelerated upon certain qualifying terminations of employment in accordance with the applicable award agreement as in effect immediately prior to the Closing Date, subject to any delay in payment with respect to any Pre-2023 PSU Award that constitutes nonqualified deferred compensation under Section 409A of the Code. (2) With respect to any outstanding Pre-Signing PSU Award that was granted on or after January 1, 2023 but prior to the date hereof (a “2023 Pre-Signing PSU Award”), the PSU Cash Amount in respect of such 2023 Pre-Signing PSU Award shall vest on the earlier of (x) the last day of the original performance cycle for such 2023 Pre-Signing PSU Award and (y) March 15 of the year following the year in which the Effective Time occurs, subject to the holder’s continued employment through the applicable vesting date (unless the service condition of such 2023 Pre-Signing PSU Award has previously lapsed prior to the Closing, in which case there is no continued employment requirement and the applicable PSU Cash Amount shall contain be subject to proration (if any) to the same extent as set forth in the applicable award agreement based on the reason for the separation from service), and be paid as soon as reasonably practicable after the applicable vesting date but no later than March 15 of the year following the year in which the Effective Time occurs; provided, that the vesting and payment of such PSU Cash Amount shall be accelerated upon certain qualifying terminations of employment in accordance with the applicable award agreement as in effect as of immediately prior to the Closing Date. (ii) Each Company PSU Award granted on or following the date hereof shall cease to represent a Company PSU Award with respect to Company Common Stock and shall thereafter constitute a restricted stock unit award, on the same terms and conditions as may be were applicable under such Company PSU Award immediately prior to the Effective Time (other than any performance-based conditions), including any provisions for acceleration, with respect to the number of shares of Parent Common Stock (rounded to the nearest whole number) determined by multiplying (x) the Board and/or target number of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Committee. The grant Effective Time by (y) the Exchange Ratio. (iii) For the avoidance of doubt, any amounts relating to any dividend equivalent rights credited with respect to any Company PSU Award that are accrued or accumulated but unpaid as of the Initial Award shall Effective Time will carry over and will be contingent upon the effectiveness of the registration paid in accordance with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any were applicable to such awards shall be subject Company PSU Award immediately prior to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeEffective Time.

Equity Awards. As soon as reasonably practicable (a) On or within thirty (30) days following the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award your Start Date you shall be granted a stock option (the “Initial AwardOption”) for such to purchase a number of shares common stock of the Parent’s common stock Company (the “Common Stock”) equal to seven percent (7%) of the outstanding shares of Common Stock on a Fully Diluted Basis (the “Option Shares”) pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”). Such grant shall be evidenced by an option agreement (the “Option Agreement”) to be entered into by and between you and the Company. The exercise price per Option Share will be equal to the fair market value per share of the Company’s Common Stock as may be determined of the date that such Option is granted by the Board and/or the CommitteeBoard. The Initial Award Option shall include have a performance10-based vesting condition, pursuant to which year term and shall vest and become exercisable as follows: (i) thirty percent 25% upon the first anniversary date of your Start Date (30%the “Initial Vesting Date”); and thereafter (ii) the remaining unvested Options Shares shall vest in 36 substantially equal monthly installments as of the last calendar day of each month following the Initial Vesting Date. (b) If, following the closing of the first equity financing or series of equity financings in which the Company receives aggregate gross proceeds of at least $10,000,000 (inclusive of the conversion of currently outstanding Convertible Promissory Notes of the Company) (a “Qualified Financing”), and immediately following such transactions the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy your Options is less than seven percent (707%) of the then outstanding shares of Common Stock on a Fully Diluted Basis, you shall be granted an additional stock option to purchase that number of shares of Common Stock such that immediately following such grant(s) the number of shares of Common Stock subject to such additional stock options together with the Initial Award number of shares subject to the Options shall vest andnot be less than seven percent (7%) of the then outstanding shares of Common Stock on a Fully Diluted Basis. Any additional stock options granted pursuant to this Section 4(b)shall each constitute an “Option” for purposes of this Agreement once granted; including without limitation Section 4(d). (c) All Options shall be immediately exercisable with respect to one hundred percent (100%) of the Option Shares in exchange for restricted shares of Common Stock of the Company (the “Restricted Shares”); provided, if applicablehowever, that the Restricted Shares will be subject to vesting in accordance with the schedule described above. Upon termination of your employment, the Company shall have the right to repurchase any Restricted Shares that have not vested as of such termination (“Unvested Shares”) at a price equal to the exercise price per Option Share (the “Repurchase Right”). (d) All Options and Option Shares shall become exercisable one hundred percent (100%) vested upon the market price consummation of a Change of Control (as defined in the Common Plan) that occurs at any time prior to the date that the Company becomes a publicly reporting company. Thereafter, in the event that your employment is terminated without Cause or you terminate your employment for Good Reason, in either case at any time beginning on the date that is 90 days prior to the effective date of a Change of Control (as defined in the Plan) and ending on the date that is 12 months following the Change of Control, then (i) all unvested Restricted Stock being equal to or exceeding $15.00 per share and Option Shares shall immediately vest in full, and (ii) all Options will remain exercisable for thirty (30) consecutive trading days. The Initial Award a period of 90 calendar days following the date of such termination, after which time the Option shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in such form and any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such other terms and conditions as equity award before 90 days following such termination. (e) The Board may be determined by the Board and/or the Committee. The Initial Award shall be subject grant you additional Options from time to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee time in its or their sole discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. As soon Effective as reasonably practicable following of the Effective Date, the Company will recommend that the Board of Parent or a committee thereof shall grant to the Executive an equity award (the “Initial Award”) for such number of option to purchase 200,000 shares of the Parent’s common stock (of the “Common Stock”) as may Company, at a per share price equal to the fair market value on the date of the grant of the option, which for the avoidance of doubt shall be determined by the Board and/or price per share at which the Committee. The Initial Award shall include a performance-based vesting conditioncommon stock is to be sold to the public in the Company’s initial public offering, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by of the Board and/or the Committee. The Initial Award shall be subject to the ParentCompany’s 2023 2021 Stock Incentive Plan (such plan, as it may be amended and/or restatedthe “IPO Grant”). Further, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall will be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectivelyreceive additional equity awards, if any, at such plans, as they may be amended and/or restated, the “Stock Plan”) times and on such terms and conditions as may be determined by the Board and/or the Committee or a committee thereof shall, in its sole discretion, determine. Equity awards granted or their discretionissued to the Executive on or after the Effective Date (which phrase “equity awards granted or issued to the Executive on or after the Effective Date”, for all purposes of this Agreement, shall include the IPO Grant) shall be subject to the vesting acceleration provisions set forth in Section 8. The grant For the avoidance of any such doubt, equity awards granted or issued to the Executive prior to the Effective Date (which phrase “equity awards granted or issued to the Executive prior to the Effective Date”, for all purposes of this Agreement, shall not include the IPO Grant) shall continue to be subject to the terms of any vesting, vesting acceleration and exercise periods set forth in the Stock Plan award agreement governing such award and/or the Existing Agreement. As a result, in the event of a Change in Control (as defined below), the shares underlying then-unvested equity awards granted or issued to the Executive prior to the Effective Date shall become immediately vested, exercisable and non-forfeitable, as the case may be, upon the closing of such Change in Control. Equity awards granted on or after the Effective Date shall not be subject to the terms of any vesting acceleration set forth in the Existing Agreement and shall instead be subject to the terms of this Agreement, the Company equity plan under which such awards are granted and the terms of the applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeeagreement.

Equity Awards. As soon So long as reasonably practicable following the Effective DateEmployee continues to be employed as an executive officer of the Employer, the Company Employee will recommend that be entitled to receive periodic equity awards (“Equity Awards”) under the Board Employer’s 2008 Equity Incentive Plan or another plan as determined by the Compensation Committee (collectively, the “Plan”), including without limitation in each of Parent grant the two years beginning with 2008 equity awards with respect to no fewer than 5,000 shares (10,000 shares in the Executive an equity award aggregate) (the “Initial AwardAnnual Equity Awards”), subject to the following: (i) for such the foregoing number of shares are calculated based upon a planned stock dividend in the Spin-off consisting of one share of the ParentEmployer’s common stock for every ten (10) shares of Bentley’s Common Stock outstanding at the “Common Stock”Distribution Time and will be adjusted proportionately if and to the extent that the stock dividend in the Spin-off is different at the Distribution Time. (ii) all Equity Awards shall be subject to substantially the same terms and conditions (and, if more than one type of award is granted, in the same proportions) as may the annual equity awards made generally to the other executive officers of the Employer, as determined in good faith by the Compensation Committee, which awards shall be made on the same date as when annual equity awards are made generally to the other executive officers of the Employer; and (iii) all of the foregoing options and common stock shall be subject to equitable adjustment in light of any stock split or stock dividend with respect to the Employer’s common stock and to reduction in the case of substitution of full value awards under the Plan, such as Restricted Stock, in place of stock option awards, in each case as determined in good faith by the Compensation Committee. In addition, after completion of the Spin-off, the Employee will receive an option to purchase shares of CPEX common stock under a new equity plan of CPEX, which option shall be at an exercise price and for a number of shares to be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Compensation Committee.

Equity Awards. (a) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plan) shall adopt such resolutions as may be required and take all corporate action necessary to effect the following: (i) at the Effective Time, each awarded share of Company Common Stock subject to vesting, repurchase or other lapse restriction (each, a “Company RS Award”) that is outstanding as of the Effective Time, shall be deemed to be fully vested and non-forfeitable (to the extent not previously vested) and shall be canceled and converted into the right to receive the Merger Consideration in accordance with Section 2.5; (ii) at the Effective Time, each award of stock units relating to shares of Company Common Stock (including any such stock unit that is payable in cash or other property, the value of which is determined with reference to the value of Company Common Stock) subject to vesting, repurchase or other lapse restriction (each, a “Company RSU Award”), whether vested or unvested, that is outstanding as of the Effective Time, shall be deemed to be fully vested and non-forfeitable (to the extent not previously vested) and shall be canceled and converted into the right to receive a cash payment equal to (1) the Merger Consideration, multiplied by (2) the total number of Shares subject to such Company RSU Award immediately prior to the Effective Time; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree in writing are appropriate to give effect to the Merger. (b) As soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the Effective DateTime), or such time that is otherwise required by applicable Law, Parent shall cause the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading daysSurviving Corporation to, and the remaining seventy percent (70%) Surviving Corporation shall, pay the consideration payable pursuant to Section 2.6(a), net of any applicable withholding Taxes or deductions required under the Code or any provision of state, local or foreign Law with respect to the making of such payment, to the holders of Company RS Awards and Company RSU Awards through, to the extent applicable, the Surviving Corporation’s payroll; provided, however, that to the extent payment within such time or on such date would trigger a Tax or penalty under Section 409A of the number of shares of Common Stock subject to the Initial Award shall vest andCode, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and payments shall be made as soon as practicable after on the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan earliest date that payment would not trigger such Tax or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeepenalty.

Equity Awards. As soon (i) The parties agree and acknowledge that the Company previously granted to Executive the following equity awards that remain outstanding as reasonably practicable following of the Effective Date: stock option granted February 22, 2018; stock option granted June 27, 2018, restricted stock units granted June 26, 2020, and stock option granted September 16, 2020 (the “Existing Equity Awards”). (ii) The Company shall grant, subject to Executive’s continued employment through the applicable grant date, to Executive equity-based compensation awards pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). Of such awards, 75% shall be granted in the form of a stock option (the “Option”) and the remaining 25% shall be granted in the form of a restricted stock unit award (the “RSU Award” and, together with the Existing Equity Awards, the Option, and any future equity awards granted to Executive, the “Awards”). (iii) The Option shall be a nonqualified stock option, shall have an exercise price per share equal to the 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 number of shares of Company common stock subject to the Option shall be determined by dividing $7,500,000 by the per share Black-Scholes valuation as of the grant date, utilizing the same assumptions that the Company uses in the preparation of its financial statements. The grant date of the Option shall be the date on which the determination of the price per share of the Company’s Class A common stock in connection with the initial public offering (the “IPO”) of the Company’s Class A common stock occurs (the “IPO Price” and, such date, the “Pricing Date,” which shall also be the “Effective Date” of this Agreement). Subject to Executive’s continued service with the Company through the applicable vesting date, the Option shall vest and become exercisable over a four-year period as follows: one-forty-eighth (1/48th) of the shares of the Company’s common stock underlying the Option shall vest and become exercisable on each monthly anniversary of the Effective Date. (iv) The number of shares of Company common stock subject to the RSU Award shall be determined by dividing $2,500,000 by the IPO Price. The RSU Award shall be granted on the date on which the Company’s Registration Statement on Form S-8 registering the shares subject to the RSU Award becomes effective. Subject to Executive’s continued service with the Company through the applicable vesting date, the RSU Award shall vest over a four-year period as follows: one-sixteenth (1/16th) of the RSU Award shall vest on each quarterly anniversary of the Effective Date, so that the RSU Award shall be vested in full as of the fourth (4th) anniversary of the Effective Date. (v) The terms and conditions of the Option and RSU Award shall be set forth in a stock option award agreement and restricted stock unit award agreement, respectively, in forms prescribed by the Company, to be entered into by Executive and the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial AwardAward Agreements”) for such number ). Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the terms of shares and conditions of the Parent’s common stock Plan and the applicable Award Agreement. (vi) Notwithstanding the “Common Stock”) as may foregoing, upon a Change in Control, Executive will be determined by the Board and/or the Committee. The Initial Award shall include a performanceentitled to 100% vesting acceleration of all then-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of unvested shares of Common Stock subject to the Initial Existing Equity Awards. Notwithstanding anything to the contrary in this Agreement or any other agreement, for purposes of this Section 3(e)(vi), “Change in Control” for any Existing Equity Award shall vest and, if applicable, become exercisable upon have the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate meaning set forth in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Company’s 2016 Equity Incentive Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares Directors of the Parent’s common stock Company (or, if appropriate, any committee administering the “Common Stock”Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent immediately prior to the Effective Time but conditioned upon the Merger, each share of Company Restricted Stock shall become fully vested and free of restrictions and shall be treated in accordance with Section 2.01(c); (30%ii) at the Effective Time, each Company RSU outstanding immediately prior to the Effective Time shall be canceled and the holder thereof shall be entitled to receive in consideration for such cancelation (the “RSU Cancellation Value”) a cash payment equal to the product of the number of shares of Company Common Stock that are subject to such Company RSU immediately prior to the Initial Award Effective Time multiplied by the Merger Consideration, which RSU Cancellation Value shall vest andbe payable to such holder immediately following the Effective Time (or, if applicable, become exercisable upon the market price such Company RSU is subject to section 409A of the Common Stock Code, at such later date provided by the terms of such Company RSU); (as determined based on trading on Nasdaq or other applicable stock exchangeiii) being at the Effective Time, each Company SAR outstanding immediately prior to the Effective Time shall be canceled and the holder thereof shall be entitled to receive in consideration for such cancelation (the “Cancellation Value”) a cash payment equal to or exceeding $12.50 per share for thirty the product of (30A) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Company Common Stock that are subject to such Company SAR immediately prior to the Effective Time multiplied by (B) (x) the Merger Consideration reduced by (y) the exercise price per share of Company Common Stock subject to such Company SAR, which Cancellation Value shall be payable to such holder at or as soon as practicable, but in no event more than 30 days, following the Initial Award Effective Time; and (iv) the Company shall vest andensure prior to the Effective Time that, if applicablefollowing the Effective Time, become exercisable upon the market price there shall be no rights to acquire shares of Company Common Stock, stock options, stock units, restricted stock, stock appreciation rights or any other interests in respect of any capital stock (including any phantom stock) of the Common Stock being equal Company or the Surviving Corporation. (b) All amounts payable pursuant to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award this Section 5.04 shall be subject to the Parent’s 2023 Stock Incentive Plan any required withholding of taxes and shall be paid without interest. (such plan, as it may be amended and/or restated, the “2023 Plan”c) and applicable award agreement which The Company shall contain such terms and conditions take all reasonable steps as may be determined required to cause the transactions contemplated by the Board and/or the Committee. The grant this Section 5.04 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Initial Award shall be contingent upon the effectiveness Company subject to Section 16 of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable Act to be exempt under Rule 16b-3 promulgated under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeExchange Act.

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend agrees that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares Directors of the Parent’s common stock Company (or, if appropriate, any committee administering the “Common Stock”Company Stock Plans and the Purchase Plan) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent adjust the terms of all outstanding Company Stock Options, whether vested or unvested, as necessary to provide that the Company Stock Options will become fully vested and exercisable and may be exercised before the Effective Time at such applicable time or times as specified in the Company Stock Plans, and, at the Effective Time, each unexercised Company Stock Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be canceled, with the holder of such Company Stock Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (30%A) the excess, if any, of (1) the Merger Consideration over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Initial Award Effective Time (whether vested or unvested), which amount shall vest andbe payable to such holder at or as soon as practicable following the Effective Time; (ii) at the Effective Time, if applicableeach Company RSU that is outstanding immediately prior to the Effective Time shall be canceled, become exercisable upon with the market price holder of such Company RSU becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to the Merger Consideration multiplied by the maximum number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, which amount shall be payable to such holder at or as soon as practicable following the Effective Time; (iii) with respect to the Purchase Plan, (A) participation shall be limited to those employees who are participants on the date of this Agreement; (B) except to the extent necessary to maintain the status of the Purchase Plan as an "employee stock purchased plan" within the meaning of Section 423(b) of the Code and the Treasury Regulations thereunder, such participants shall not be permitted to increase the rate of their payroll deductions or purchase elections from those in effect on the date of this Agreement; (C) no Offering Period (as defined in the Purchase Plan) shall be commenced after the date of this Agreement; (D) if the day immediately prior to the Effective Time (the "New Exercise Date") occurs prior to the first Exercise Date (as defined in the Purchase Plan) following the date of this Agreement, each purchase right under the Purchase Plan outstanding on the New Exercise Date shall be automatically exercised by applying the payroll deductions of each then-current participant in the Purchase Plan for the then-current Offering Period in effect under the Purchase Plan to the purchase of whole shares of Company Common Stock (as determined based on trading on Nasdaq or other applicable stock exchangesubject to the provisions of the Purchase Plan regarding the maximum number and value of shares purchasable per participant) being at a purchase price per share equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy eighty five percent (7085%) of the number lower of shares (i) the Fair Market Value (as defined in the Purchase Plan) per share of Company Common Stock subject on the Enrollment Date (as defined in the Purchase Plan) and (ii) the Fair Market Value per share of Company Common Stock on the New Exercise Date; and (E) the Purchase Plan shall terminate, effective upon the earlier of the first exercise date following the date of this Agreement and the New Exercise Date, but subsequent to the Initial Award shall vest and, if applicable, become exercisable upon the market price exercise of the Common Stock being equal purchase rights pursuant to or exceeding $15.00 per share for thirty clause (30D) consecutive trading days. The Initial Award shall be in such form and subject above. (b) All amounts payable pursuant to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award this Section 6.04 shall be subject to any required withholding of taxes and shall be paid without interest. (c) The Company shall ensure, prior to the Parent’s 2023 Effective Time, that following the Effective Time, there shall be no rights to acquire shares of Company Common Stock, Company Stock Incentive Plan Options, Company RSUs or any other interests in respect of any capital stock (such plan, as it may be amended and/or restatedincluding any "phantom" stock or stock appreciation rights) of the Company, the “2023 Plan”Surviving Corporation or their Subsidiaries. (d) and applicable award agreement which The Company shall contain such terms and conditions take all reasonable steps as may be determined required to cause the transactions contemplated by the Board and/or the Committee. The grant this Section 6.04 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Initial Award shall be contingent upon the effectiveness Company subject to Section 16 of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable Act to be exempt under Rule 16b-3 under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeExchange Act.

Equity Awards. As (i) Upon the Commencement Date or as soon as reasonably practicable following the Effective Dateadministratively possible thereafter, the Company will recommend that the Board of Parent grant Executive shall be granted a non-qualified stock option to the Executive an equity award (the “Initial Award”) for such number of acquire 150,000 shares of the ParentCompany’s common stock (“Option”) at a per share exercise price equal to the fair market value of one share of the Company’s common stock on the date of grant. Executive’s Options shall vest at the rate of 33-1/3% of the shares subject to the grant on the first, second, and third anniversaries of the date of grant; provided, that, Executive remains employed on the relevant vesting date(s). Upon termination of employment, all unvested Options shall terminate and all vested Options shall remain exercisable for ninety (90) days. (ii) Upon the Commencement Date or as soon as administratively possible thereafter, Executive shall be granted 30,000 shares of the Company’s common stock subject to certain restrictions (the “Common Restricted Stock”). The restrictions shall be that the Restricted Stock may not be transferred, disposed of or sold during the restricted period and shall be forfeited to the Company upon Executive’s termination of employment prior to the restrictions lapsing. The Restricted Stock shall vest as to 20% of the shares subject to the award on the first, second, third, fourth, and fifth anniversaries of the date of grant; provided, that, Executive remains employed on the relevant vesting date(s), subject to accelerated vesting upon the attainment of certain performance goals. Upon a termination of employment for any reason, all unvested shares of Restricted Stock shall terminate. (iii) The terms and conditions of the equity awards contemplated under this Section 5(f) of this Agreement shall be made consistent with Company policy and this Agreement. Any such grant shall be made contingent upon attaining shareholder approval of the Company’s 2004 Stock Incentive Plan (the “Stock Plan”). (iv) During the Employment Period, Executive shall be eligible to receive other equity-based awards as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their sole discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. (a) As soon as reasonably practicable following of immediately prior to the Effective DateTime, each Company Stock Option that is then outstanding but not then vested or exercisable shall become immediately vested and exercisable in full. (i) At the Effective Time, each In-the-Money Option that is then outstanding shall be canceled and the holder thereof shall be entitled to receive (A) an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of the Company will recommend that Common Stock underlying such Company Stock Option by (y) the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock Company Common Stock underlying such Company Stock Option (such amount, the “Company Stock Option Cash Consideration”) and (B) one CVR for each share of the Company Common Stock underlying such Company Stock Option. Parent shall cause the Surviving Corporation to pay the Company Stock Option Cash Consideration at or reasonably promptly after the Effective Time (but in no event later than five (5) Business Days after the Effective Time). (ii) At the Effective Time, each Out-of-the-Money Option that is then outstanding shall be cancelled and the holder thereof shall be entitled to receive one CVR for each share of the Company Common Stock underlying such Company Stock Option; provided that each such CVR will provide for payment only after amounts otherwise payable under such CVR exceed a threshold equal to the excess of the exercise price per share of the Company Common Stock underlying such Company Stock Option over the Cash Amount. (b) As of immediately prior to the Offer Closing Time, each Company Restricted Stock Unit that is then outstanding but not then vested shall become immediately vested in full. At the Effective Time, each Company Restricted Stock Unit that is then outstanding shall be canceled and the holder thereof shall be entitled to receive (i) an amount in cash without interest, less any applicable tax withholding, equal to the Cash Amount (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Restricted Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 PlanUnit Cash Consideration”) and applicable award agreement which (ii) one CVR. Parent shall contain such terms and conditions as may be determined by cause the Board and/or Surviving Corporation to pay the Committee. The grant of Restricted Stock Unit Cash Consideration at or reasonably promptly after the Initial Award Effective Time (but in no event later than five (5) Business Days after the Effective Time). (c) Prior to the Effective Time, the Company shall be contingent upon take all reasonable actions required to (A) terminate the effectiveness of the registration with the U.S. Securities and Exchange Commission Company’s 2020 Employee Stock Purchase Plan (the “SECCompany ESPP”), as of immediately prior to the Merger Closing Date and (B) provide that no new offering period shall commence after the date of this Agreement. (d) Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering any Company Stock Plan) shall adopt such resolutions or take such action by written consent in lieu of a meeting, providing for the transactions contemplated by this Section 3.10. The Company shall provide that, on and following the Effective Time, no holder of any Company Stock Option or Company Restricted Stock Units shall have the right to acquire any equity interest in the Company or the Surviving Corporation in respect thereof and each Company Stock Plan shall terminate as of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeEffective Time.

Equity Awards. As soon as reasonably practicable following (a) No later than 15 days after the Effective Dateconsummation of the Transaction, the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock equal to $250,000 divided by the closing price of the Company’s common stock (all such shares being, the “Common Restricted Stock”) as may be determined by on the Board and/or date of the Committeeconsummation of the Transaction (the “Transaction Closing Date”). The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Restricted Stock will vest 20% on each of the number first, second, third, fourth and fifth anniversaries of shares of Common Stock the Transaction Closing Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). The Employee agrees that, if applicablefor a period of one year following each vesting date (each such period, become exercisable upon a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall the Company that contain such terms and conditions other provisions as may be determined necessary by the Board and/or Board, which provisions shall not be inconsistent with the Committeeterms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means, (1) with respect to the Restricted Stock, the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concert, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board, and (2) with respect to the Change in Control Payment (as defined below), the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concert, of 50% of more of the then outstanding voting securities of the Company and/or, at any time after the Transaction Closing Date, the Business.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $250,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that the Employee is continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board and/or of Directors of the CommitteeCompany.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $250,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board and/or of Directors of the CommitteeCompany.

Equity Awards. As soon as reasonably practicable following (a) The Company shall recommend to the Effective Date, the Company will recommend Compensation Committee that the Board of Parent grant to the Executive an equity award be granted non-qualified options (the “Initial AwardOptions”) for such number of under the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “Plan”) to purchase five thousand five hundred sixty five (5,565) shares of the Parent’s common stock Class A Common Stock, par value $0.001 per share, of GNC (the “Common Stock”) ), with a per share exercise price equal to the Fair Market Value (as may be determined by defined under the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%Plan) of the number Common Stock. The Options shall have a term of shares seven years from the date of Common Stock grant. The options shall become vested and exercisable in equal installments of 25% on each of the first four anniversaries of the date of grant, subject to the Initial Award shall vest andExecutive's continuous employment with the Company through and including each applicable vesting date. Except as otherwise provided herein, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award Options shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined of the Plan and the form of option agreement applicable for senior executives of the Company approved by the Board and/or Compensation Committee under the CommitteePlan. (b) The Company shall recommend to the Compensation Committee that the Executive be granted three thousand four hundred fifty seven (3,457) shares of Common Stock under the Plan that are unvested on the date of grant and subject to a risk of forfeiture. The grant restricted stock shall become vested in equal installments of 33% on each of the Initial Award first three anniversaries of the date of grant, subject to Executive's continuous employment with the Company through and including each applicable vesting date. Except as otherwise provided herein, the restricted stock shall be subject to the terms and conditions of the Plan and the form of restricted stock agreement applicable for senior executives of the Company approved by the Compensation Committee under the Plan. (c) The Company shall recommend to the Compensation Committee that the Executive be granted one thousand seven hundred twenty eight (1,728) shares of Performance Share Units under the Plan. The Performance Share Units xxxx xxxxx vest, contingent upon the effectiveness Company reaching certain performance goals established in January 2013. (d) Subject to the approval of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable Compensation Committee, or other committee under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial AwardPlan, during the Term the Executive shall be eligible to participate in and be granted awards under the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.

Equity Awards. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Company Stock Options to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the number of ordinary shares, NIS 0.14 nominal (par) value per share, of Parent (the “Parent Ordinary Shares”), rounded down to the nearest whole share, determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option by the Exchange Ratio, at a price per share rounded up to the nearest whole cent equal to (A) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (B) the number of Parent Ordinary Shares deemed purchasable pursuant to such Company Stock Option (each, as so adjusted, an “Adjusted Option”); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under either Section 422 or 424 of the Code (“qualified stock options”), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; (ii) adjust the terms of all outstanding Company RSUs to provide that, at the Effective Time, each Company RSU outstanding immediately prior to the Effective Time shall be deemed to constitute a restricted stock unit with respect to, on the same terms and conditions as were applicable under such Company RSU, the number of Parent Ordinary Shares, rounded down to the nearest whole share, determined by multiplying the number of shares of Company Common Stock subject to such Company RSU by the Exchange Ratio (each, as so adjusted, an “Adjusted RSU”); (iii) make such other changes to the Company Stock Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, which shall not be unreasonably withheld); (iv) ensure that, after the Effective Time, no Company Stock Options, Company SARs or Company RSUs may be granted under any Company Stock Plan; (v) ensure the approval, for purposes of Rule 16b-3 under the Exchange Act, of the transactions contemplated by this Section 6.05 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to Section 16 under the Exchange Act; and (vi) with respect to the ESPP, ensure that (A) participants may not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, (B) no offering period shall be commenced after the date of this Agreement, (C) each participant’s outstanding right to purchase shares of Company Common Stock under the ESPP shall terminate five Business Days prior to the day on which the Effective Time occurs, and all amounts allocated to each participant’s account under the ESPP as of such date shall thereupon be used to purchase from the Company whole shares of Company Common Stock at the applicable price determined under the terms of the ESPP for the then outstanding offering periods using such date as the final purchase date for each such offering period, and (D) the ESPP shall terminate immediately following such purchases of Company Common Stock. (b) At the Effective Time, and subject to compliance by the Company with Section 6.05(a), Parent shall assume all the obligations of the Company under the Adjusted Options and the Adjusted RSUs and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Adjusted Options and the Adjusted RSUs appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans, and the agreements evidencing the grants of such Adjusted Options and the Adjusted RSUs shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.05 after giving effect to the Merger). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon exercise of the Adjusted Options and the Adjusted RSUs assumed in accordance with this Section 6.05. As soon as reasonably practicable after the Effective Time (but in no event later than ten Business Days following the Effective Date), Parent shall either (i) prepare and file with the Company will recommend that the Board of Parent grant to the Executive an equity award SEC a registration statement on Form S-8 (the “Initial Award”or another appropriate form) for such registering a number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant Parent Ordinary Shares equal to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other Adjusted Options and the Adjusted RSUs or (ii) assume such Adjusted Options and the Adjusted RSUs (in a manner that maintains the contractual terms of such Adjusted Options and conditions the Adjusted RSUs as may be determined by the Board and/or the Committeeset forth above) under an existing equity incentive plan of Parent or any of its affiliates with respect to which a registration statement on Form S-8 (or another appropriate form) is currently effective. The Initial Award Any such registration statement shall be subject to kept effective (and the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant current status of the Initial Award prospectus or prospectuses required thereby shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission maintained) as long as any Adjusted Option or Adjusted RSU may remain outstanding. (the “SEC”d) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.In this Agreement:

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the awards by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, the Employee shall receive (A) on the Effective Date, the Company will recommend that the Board a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock equal to $1,000,000 divided by the closing price of the Company’s common stock on the Effective Date, and (B) no later than 30 days after the occurrence of a Step-Up Event, another a one-time grant of a number of restricted shares of the Company’s common stock equal to $2,000,000 divided by the closing price of the Company’s common stock on the Effective Date (all restricted shares issued pursuant to this sentence being, the “Common Restricted Stock”) as may be determined ). The Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of the Restricted Stock concurrently therewith; provided, that the Employee is continuously employed by the Board and/or Company through the Committee. date of such solicitation. (b) The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Restricted Stock will vest 20% on each of the number first, second, third, fourth and fifth anniversaries of shares of Common Stock the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). For the avoidance of doubt, if applicableall Restricted Stock shall have the same vesting date and schedule, become exercisable upon such that, for example, 20% of any Restricted Stock issued after the market price first anniversary but before the second anniversary of the Common Stock (Effective Date shall be vested immediately upon issuance and shall for all purposes of this Agreement be treated as determined based if it had vested on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) first anniversary of the number Effective Date. (c) The Employee agrees that, for a period of one year following each vesting date (each such period, a “Lock-up Period”), the Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of Common the Company’s common stock that became or is deemed to have become vested on such vesting date; provided, however, that on each such vesting date (or, in the case of Restricted Stock issued after a vesting date, on the date of its issuance), the Employee shall be able to sell certain of his Restricted Stock to the extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 8(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 8(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board and/or Board, which provisions shall not be inconsistent with the Committeeterms set forth in this Agreement. (d) For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% or more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board.

Equity Awards. As soon In consideration of the Executive entering into this Agreement and as reasonably practicable an inducement to join the Company, promptly following the consummation of the Company’s next Qualified Financing (as such term is defined in that certain Note and Warrant Purchase Agreement, dated July [ ], 2012, by and among the Company and certain investors) the Company will grant the Executive options to purchase such number of shares of common stock of the Company that shall equal five percent (5%) of the outstanding shares of capital stock of the Company on a fully-diluted, as if converted to common stock basis, measured as of immediately prior to the consummation of such Qualified Financing, but assuming the conversion of all then outstanding notes, warrants and other instruments convertible into shares of the new series of preferred stock issued pursuant to such Qualified Financing into such new shares of preferred stock. In the event that a Qualified Financing does not take place within four months of the Effective Date, the Company will recommend that shall, at the Board of Parent Executive’s election, immediately grant to the Executive an equity award (the “Initial Award”) for options to purchase such number of shares of the Parent’s common stock (of the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award Company that shall include a performance-based vesting condition, pursuant to which (i) thirty equal five percent (305%) of the number of outstanding shares of Common capital stock of the Company on a fully-diluted, as if converted to common stock basis, measured as of the date the options are granted, in lieu of the grant described in the previous sentence. Such options will be granted under the terms of the Amended and Restated 2005 Stock subject Incentive Plan of the Company, as amended, with an exercise price equal to the Initial Award shall vest and, if applicable, become exercisable upon the fair market price value of the Common Stock Company’s common stock on the date the options are granted, determined in accordance with Rule 409A of the Internal Revenue Code. Such option grant will vest, except as otherwise provided hereinafter or in the Award Agreement (as determined based defined below), from and after the date granted with one-fourth vesting on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading daysthe first anniversary of the Effective Date, and one-forty-eighth vesting on the remaining seventy percent (70%) last calendar day of each month thereafter, provided that the number of shares of Common Stock subject to Executive is continuously employed by the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysCompany on each such vesting date. The Initial Award shall be in such form and subject to such All other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to governed by the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions of the award agreement, attached hereto as may be determined by Exhibit A (the Board and/or the Committee“Award Agreement”).

Equity Awards. As soon as reasonably practicable following (a) You will be granted Restricted Stock Units (“RSUs”) under the Effective Date, the Company will recommend that the Board of Parent grant to the Executive an equity award Vonage Holdings Corp. Amended and Restated 2006 Incentive Plan (the “Initial AwardIncentive Plan”) for such covering a number of shares of the ParentVonage’s common stock which have a value at the date of grant based on the closing price per share on such date equal to three million dollars ($3,000,000). The RSUs will be granted on the first trading day of the calendar month that follows the Commencement Date. The number of the RSUs to be granted shall be based on the closing price of the Company’s common stock on the date of grant. (b) Such RSUs shall be issued on the form of RSU agreement (the “Common StockRSU Agreement”) as may be determined approved by the Board and/or for RSU grants made under the CommitteeIncentive Plan, with the number of shares being subject to adjustment based on subsequent stock splits, reverse stock splits, other adjustments, or recapitalizations, as provided in the Incentive Plan. The Initial Award RSUs shall include a be issued in three tranches as set forth below. Each tranche shall vest only upon satisfaction of both the time-based and performance-based vesting conditioncriteria applicable to such tranche. 25% of the XXXx xxxxx xx Xxxxxxx 0 XXXx; 45% of the XXXx xxxxx xx Xxxxxxx 0 XXXx and, pursuant to which 30% of the RSUs shall be Tranche 3 RSUs. (i) thirty percent Subject to Section 6(a), the Tranche 1 RSUs shall vest if the 2014 performance criteria applicable to such tranche of RSUs are attained and you are continuously employed through December 31, 2015. (30%ii) The Tranche 2 RSUs shall vest if the 2015 performance criteria applicable to such tranche of RSUs are attained and you are continuously employed through December 31, 2015. In addition, if the 2014 revenue target and attainment for that metric is not achieved in 2014, the 2014 revenue attainment can be made up in 2015 if the 2015 revenue target is achieved, so that both the 2014 and 2015 revenue attainments may be achieved in 2015. (iii) The Tranche 3 RSUs shall vest if the 2016 performance criteria applicable to such tranche of RSUs are attained and you are continuously employed through December 31, 2016. (c) The performance criteria applicable to each tranche of RSUs shall be based on the achievement of performance objectives related to the performance of the number of shares of Common Stock subject to the Initial Award shall vest andSubsidiary, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee Company in its or their discretion. sole discretion after good faith consultation with you. (d) The RSU grant of any such awards shall will be governed by and subject to the terms of the Stock Incentive Plan and applicable award agreement which the RSU Agreement and in the event of a conflict between this Section and the Incentive Plan and RSU Agreement, the terms of the Incentive Plan and RSU Agreement shall contain such terms and conditions as may be determined by the Board and/or the Committeecontrol.

Equity Awards. As (i) Subject to receiving the requisite stockholder approval, the Company shall cause the SIP to be amended (the "SIP Amendment") to provide for awards of restricted stock, such amendment to be substantially in the form attached hereto as Exhibit A. The Company shall schedule an annual or special stockholders' meeting of the Company to occur as soon as reasonably practicable following after the Effective Date (the "Stockholder Meeting"); provided, however, the parties acknowledge that the SIP Amendment will not be submitted for stockholder approval at the informational stockholder meeting expected to be scheduled in either November or December of 2002. At the Stockholder Meeting, the Company shall submit the SIP Amendment for stockholder approval. (ii) If the SIP Amendment is approved by the Company stockholders, the Company shall issue: (1) on the date of the Stockholder Meeting or as soon as reasonably practicable thereafter (the "Initial Grant Date"), two hundred nine thousand three hundred eight (209,308) shares of restricted stock under the SIP to Employee in accordance with the terms and conditions set forth in the Initial Employment Restricted Stock Agreement attached hereto as Exhibit B; (2) on the first anniversary of the Effective Date or as soon as reasonably practicable thereafter, two hundred three thousand eight hundred forty-six (203,846) shares of restricted stock under the SIP to Employee in accordance with the terms and conditions set forth in the Second Employment Restricted Stock Agreement attached hereto as Exhibit C; and (3) on the second anniversary of the Effective Date or as soon as reasonably practicable thereafter, two hundred three thousand eight hundred forty-five (203,845) shares of restricted stock under the SIP to Employee in accordance with the terms and conditions set forth in the Third Employment Restricted Stock Agreement attached hereto as Exhibit D. Such shares of restricted stock shall be issued in certificates of such denominations as Employee may request. (iii) If the SIP Amendment is not approved by the Company stockholders, the Company shall grant: (1) on the date of the Stockholder Meeting or as soon as reasonably practicable thereafter (the "Initial Grant Date"), to Employee under the SIP two hundred nine thousand three hundred eight (209,308) Stock Units and Dividend Equivalent Rights representing the right to receive, if, when and as ordinary cash dividends are paid on the Company's Common Stock (the "Common Shares") generally, an amount (of cash or other property) equal to the ordinary cash dividends that would be paid with respect to two hundred nine thousand three hundred eight (209,308) Common Shares, in each case in accordance with the terms and conditions set forth in the Initial Employment Stock Unit Agreement attached hereto as Exhibit E; (2) on the first anniversary of the Effective Date or as soon as reasonably practicable thereafter, to Employee under the SIP (i) two hundred three thousand eight hundred forty-six (203,846) Stock Units and (ii) Dividend Equivalent Rights representing the right to receive, if, when and as ordinary cash dividends are paid on the Common Shares generally, an amount (of cash or other property) equal to the ordinary cash dividends that would be paid with respect to two hundred three thousand eight hundred forty-six (203,846) Common Shares, in each case in accordance with the terms and conditions set forth in the Second Employment Stock Unit Agreement attached hereto as Exhibit F; and (3) on the second anniversary of the Effective Date or as soon as reasonably practicable thereafter, to Employee under the SIP (i) two hundred three thousand eight hundred forty-five (203,845) Stock Units and (ii) Dividend Equivalent Rights representing the right to receive, if, when and as ordinary cash dividends are paid on the Common Shares generally, an amount (of cash or other property) equal to the ordinary cash dividends that would be paid with respect to two hundred three thousand eight hundred forty-five (203,845) Common Shares, in each case in accordance with the terms and conditions set forth in the Third Employment Stock Unit Agreement attached hereto as Exhibit G. (iv) If the SIP Amendment is approved by the Company stockholders at the Stockholder Meeting, with respect to those shares of restricted stock granted under Sections 3(c)(ii)(1) or 3(c)(ii)(2) or 3(c)(ii)(3), as the case may be, for which Employee makes a valid election within 30 days after the applicable Share Grant Date (as defined herein) under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), (the "83(b) Shares"), the Company shall pay Employee within five business days after the Company's receipt from Employee of evidence of such valid election, or as soon as reasonably practicable thereafter, an amount in cash (subject to applicable withholding) equal to X multiplied by Y multiplied by Z divided by W (the "83(b) Payment"), where: X is the number of 83(b) Shares with respect to such Share Grant Date; Y is the excess, if any, of the Maximum Share Price (as defined herein) over the Company Share Price (as defined herein) on the Effective Date, the Company will recommend that the Board of Parent grant ; Z is equal to the Executive an equity award (the “Initial Award”) for such number of shares of the Parent’s common stock (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which difference between (i) thirty percent the lowest Federal long term capital gain rate and (30%ii) the sum of the number highest marginal Federal income tax rate and highest marginal state income tax rate applicable to a California resident (adjusted for any applicable state tax deduction under Federal income tax laws)(this calculation shall be determined using those rates applicable in the year of shares of Common Stock subject such Share Grant Date); and W is equal to (i) one (1) minus (ii) the amount equal to the Initial Award shall vest and, if applicable, become exercisable upon the market price sum of the Common Stock highest marginal Federal income tax rate and highest marginal state income tax rate applicable to a California resident (as determined based on trading on Nasdaq or other adjusted for any applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award state tax deduction under Federal income tax laws)(this calculation shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and using those rates applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, year of such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeShare Grant Date).

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $3,000,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 9(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 9(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board and/or Board, which provisions shall not be inconsistent with the Committeeterms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% or more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board.

Equity Awards. As soon as reasonably practicable following (i) Subject to the Effective Date, approval of the Company will recommend that Compensation Committee of the Board of Parent grant to the Executive an equity award (the “Initial Compensation Committee”), Employee will be granted a one-time stock award (a “Special Vested Award”) for ). The Special Vested Award will cover such number of shares of the ParentCompany’s common stock valued at $250,000 as of the grant date, disregarding any fractional share amounts. The Special Vested Award will be immediately 100% vested upon grant. If, within 1 year of hire date, Employee is terminated for Cause (as defined hereinbelow) or Employee chooses to leave the employment of the Company, Employee (or Employee’s representative) agrees to return either the shares of common stock underlying this Special Vested Award (for no consideration from the Company or its affiliates) or the cash value of such shares as of the date of the Employee’s termination or departure. Employee acknowledges and agrees that Employee is bound by the lock-up policy preventing employees of the Company from selling common stock of the Company until April 1, 2021, as well as the Company’s xxxxxxx xxxxxxx policy. (ii) Subject to the approval of the Compensation Committee, Employee will be granted annual time-vested restricted stock unit awards (each, a “Time-Vested Award”) and a one-time performance-based restricted stock unit award (a “Performance Award”) as soon as administratively practicable following the effective registration of the securities reserved for issuance under the Company’s 2020 Equity Incentive Plan (the “Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 2020 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement pursuant to the Securities Act of 1933, as amended (the “Form S-8”). Notwithstanding anything to the contrary in this Agreement, the Time-Vested Award and compliance with other Applicable Law the Performance Award will not be deemed granted unless and shall be made as soon as practicable after the effectiveness of until (i) the Form S-8 registration statementhas become effective and (ii) the vesting schedule and all other material terms of such equity awards have been approved by the Compensation Committee. Following Employee acknowledges and agrees that the actual grant of the Initial Award, during the Term the Executive dates for future Time-Vested Awards shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Compensation Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by coordinated with the Board and/or the Committeeannual grant dates for Time-Vested Awards granted to other employees.

Equity Awards. (i) As soon as reasonably practicable following of the Effective DateTime, the Company will recommend that Compensation Committee of the Board has awarded to Executive 60,000 shares of Parent grant to restricted common stock of the Executive an equity award Company (the “Initial Stock Award”) for such number of shares of under the ParentCompany’s common stock 2001 Senior Stock Plan, as amended (the “Common StockStock Plan”). The shares of restricted stock granted pursuant to the Stock Award as aforesaid (the “Restricted Shares”) shall vest and become nonforfeitable as may follows: 15,000 shares shall vest on September 1, 2005, 15,000 shares shall vest on September 1, 2006, 15,000 shares shall vest on September 1, 2007 and 15,000 shares shall vest on December 31, 2008 (provided in each case Executive’s employment with the Company continues through the applicable vesting date). Notwithstanding the foregoing, (A) in the event of a Change of Control (as defined below), any unvested Restricted Shares shall become immediately vested and nonforfeitable upon the occurrence of such event, (B) in the event of the termination of Executive’s employment due to death or Disability (as defined below) on or prior to January 1, 2006, any unvested Restricted Shares that were scheduled to vest on or prior to January 1, 2006, shall become immediately vested and nonforfeitable and the remaining unvested Restricted Shares shall be determined cancelled and forfeited and (C) in the event of the termination of Executive’s employment by the Board and/or Company without Cause (as defined below) or Executive’s termination for Good Reason (as defined below), then an “appropriate fraction” (as hereinafter defined) of each separate tranche of any unvested Restricted Shares shall become immediately vested and nonforfeitable and the Committeeremaining unvested Restricted Shares shall be cancelled and forfeited. The Initial Award shall include a performance-based vesting conditionFor purposes of the foregoing, pursuant the “appropriate fraction” with respect to which any tranche of Restricted Shares means: (i) thirty percent (30%) the amount of time that has elapsed from the grant date of such Restricted Shares to the occurrence of the number event triggering accelerated vesting divided by (ii) the total amount of shares of Common Stock subject time from the grant date to the Initial Award shall vest and, if applicable, become exercisable upon the market price scheduled vesting date for such Restricted Shares absent accelerated vesting. For purposes of the Common Stock foregoing, the Restricted Shares scheduled to vest on different dates will be considered separate tranches and the calculation of the appropriate fraction will be made separately for each tranche as if such tranche were the only tranche (i.e., the Restricted Shares scheduled to vest on September 1, 2005 are one tranche, those scheduled to vest on September 1, 2006 a second tranche, those scheduled to vest on September 1, 2007 a third tranche and those scheduled to vest on December 31, 2008 a fourth tranche). In the event of the termination of Executive’s employment by the Company for Cause, or Executive’s voluntary resignation without Good Reason (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading daysdefined below), any unvested Restricted Shares shall be cancelled and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysforfeited. The Initial Stock Award shall be in such form and subject to such other terms and conditions as may are provided in the grant agreement between Executive and the Company, attached hereto as Exhibit A, which terms shall not be determined by inconsistent with this paragraph 3(d) and the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan Plan. (such plan, as it may be amended and/or restatedii) Unless previously registered, the “2023 Plan”) and applicable award agreement which Company shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration file with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement registering any shares of Company common stock (“Company Stock”) not previously registered and compliance with issuable upon settlement of the Performance Units and any other Applicable Law and equity award that may hereafter be granted to Executive, whether pursuant to this Agreement or otherwise. Such Form S-8 shall be made as soon as practicable after filed not later than the effectiveness date on which such Performance Units or other equity awards become vested. Executive acknowledges that the number of shares of Common Stock that may be issued upon the settlement of the Performance Units will not be ascertainable until the vesting of such Performance Units and, therefore, any Form S-8 registration statementfiled before vesting will be based on an estimate and may not cover all the shares required. Following the grant vesting of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restatedPerformance Units, the “Stock Plan”) on such terms and conditions as may Company will reasonably promptly file an additional Form S-8, if required to register additional shares required to be determined by issued in connection with the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteePerformance Units.

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend agrees that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans and the Purchase Plan) shall adopt such resolutions or take such other actions (including obtaining any consents, waivers or amendments, as required by the terms of any Company Stock Option, Company SAR, Company RSU, Company Restricted Share or the Purchase Plan, or as reasonably requested by Parent’s common stock (the “Common Stock”) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent at the Offer Closing, each unexercised Company Stock Option and Company SAR, whether vested or unvested, that is outstanding immediately prior to the Offer Closing, shall be canceled, with the holder of such Company Stock Option and Company SAR becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (30%A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option or linked to such Company SAR, multiplied by (B) the number of shares of Company Common Stock subject to such Company Stock Option or linked to such Company SAR immediately prior to the Initial Award Offer Closing (whether vested or unvested), which amount shall vest andbe payable to such holder at or as soon as practicable following the Offer Closing (and in any event within two Business Days); (ii) at the Offer Closing, if applicableeach Company RSU and Company Restricted Share that is outstanding immediately prior to the Offer Closing shall be canceled, become exercisable upon with the market price holder of such Company RSU and Company Restricted Share becoming entitled to receive, in full satisfaction of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being rights of such holder with respect thereto, an amount in cash equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of Offer Price multiplied by the maximum number of shares of Company Common Stock subject to such Company RSU and Company Restricted Share immediately prior to the Initial Award shall vest andOffer Closing, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award which amount shall be in such form and subject payable to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made holder at or as soon as practicable following the Offer Closing (and in any event within two Business Days); (iii) with respect to the Purchase Plan, (A) participation shall be limited to those employees who are participants on the date of this Agreement; (B) such participants may not increase the rate of their payroll deductions or purchase elections from those in effect on the date of this Agreement; (C) no Purchase Period (as defined in the Purchase Plan) shall be commenced after the effectiveness date of this Agreement; (D) if, with respect to a Purchase Period in effect on the date of this Agreement, the Offer Closing Date occurs prior to the Purchase Date (as defined in the Purchase Plan) for such Purchase Period, upon the Offer Closing Date, each purchase right under the Purchase Plan outstanding immediately prior to the Offer Closing Date shall be used to purchase from the Company whole shares of Company Common Stock (subject to the provisions of the Form S-8 registration statement. Following Purchase Plan regarding the grant maximum number and value of shares purchasable per participant) at the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be applicable price determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to under the terms of the Purchase Plan for the then outstanding Purchase Period using such date as the final Purchase Date for such Purchase Period, and any remaining accumulated but unused payroll deductions shall be distributed to the relevant participants without interest as promptly as practicable following the Offer Closing Date; and (E) the Purchase Plan shall terminate, effective upon the earlier of the Purchase Date for the Purchase Period in effect on the date of this Agreement and the Offer Closing Date. (b) All amounts payable pursuant to this Section 6.4 shall be paid without interest. Any Person making a payment pursuant to this Section 6.4 shall be entitled to deduct and withhold from that payment such amounts as the payor is required to deduct and withhold with respect to the making of such payment under the Code or any other Law. To the extent that amounts are so withheld and paid over by any Person pursuant to this Section 6.4 to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person entitled to payment under this Section 6.4 in respect of which such deduction and withholding was made by a Person pursuant to this Section 6.4. (c) Simultaneous with the Offer Closing, Parent and Merger Sub shall pay the Company an amount in cash equal to the aggregate amount of consideration to be paid to holders of Company Stock Plan Options, Company SARs, Company RSUs and applicable award agreement which Company Restricted Shares in accordance with the provisions of Section 6.4 and the Company shall contain cause such terms consideration to be paid to such holders pursuant to Section 6.4. (d) The Company shall take all steps reasonably required to cause the transactions contemplated by this Section 6.4 and conditions as may any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be determined by exempt under Rule 16b-3 under the Board and/or the CommitteeExchange Act.

Equity Awards. As soon as reasonably practicable (a) At the first regular meeting of the Board of Directors following the Effective Date, the Company will recommend that the Board of Parent grant Date and subject to the approval by the Compensation Committee of the Board, Executive will be granted an equity award option (the “Initial AwardOption”) for such number of to purchase 200,000 shares of the ParentCompany’s common stock (the “Common Stock, par value $1.00 per share (“Company Stock”) as may be determined by the Board and/or the Committee). The Initial Award Option shall include a performance-based vesting condition, pursuant to which (i) thirty percent be a non-qualified stock option, (30%ii) have an exercise price equal to the closing price of the number Company Stock as reported on the New York Stock Exchange (“NYSE”) on the date of grant, (iii) have a term of ten (10) years following the date of grant, (iv) vest and become exercisable as to one-fourth of the shares of Common the Company Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price option on each of the Common Stock first four (as determined based on trading on Nasdaq or other applicable stock exchange4) being equal to or exceeding $12.50 per share for thirty anniversaries from the date of grant, (30v) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”acceleration exercise and termination provisions set forth in Section 3.3(d) and applicable award agreement which shall contain such terms Article 5 hereof and conditions as may (vi) otherwise be determined evidenced by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan Company’s stock option and applicable award agreement which shall contain such terms equity plans. (b) At the first regular meeting of the Board of Directors following the Effective Date and conditions as may be determined subject to the approval by the Compensation Committee of the Board, Executive will be recommended for participation in the Company’s Senior Executive Equity Plan (the “SEEP”). The award will be based upon Executive’s annual Base Salary and the stock closing price on the date of grant. For the current fiscal year (FY 2008) only, Executive’s participation in the SERP will be on a prorated basis. (c) At the first regular meeting of the Board and/or of Directors following the CommitteeEffective Date and subject to the approval by the Compensation Committee of the Board, Executive will be granted 50,000 shares of restricted Company Stock (the “Restricted Stock”). Subject to (i) acceleration and forfeiture provisions set forth in Section 3.3(d) and Article 5 hereof and (ii) the terms of the Company’s stock option and equity plans, the restrictions applicable to the Restricted Stock shall lapse as to one-third of such shares on each of the first three anniversaries from the date of grant. (d) Upon the occurrence of a Change in Control of the Company following the first anniversary of the Effective Date and prior to the termination of Executive’s employment with the Company, the Options awarded pursuant to subsection (a) above then held by Executive shall immediately vest and become exercisable in full and all remaining restrictions on any Restricted Stock granted to Executive pursuant to subsection (c) above shall immediately lapse. For purposes of this Agreement “Change in Control” shall have the meaning set forth in the attached Appendix A.

Equity Awards. (a) As soon as reasonably practicable following a material inducement to Executive's agreement to be employed by the Effective DateCompany, the Company will recommend that the Board of Parent grant Executive shall be entitled to the Executive an equity receive a restricted stock unit award (the “Initial Award”) for such number of covering 950,000 shares of the Parent’s Company's common stock. Such restricted stock unit award will vest in two equal tranches, (i) the first of which will vest on the first date that the Company's common stock achieved ten (10) consecutive trading days on which the “Common Stock”closing price for the Company's common stock equals or exceeds $2.00 per share (which amount shall be equitably adjusted as determined by the Board or Compensation Committee thereof in the event of any stock split or similar transaction) and (ii) the second of which will vest on the first date that the Company's common stock achieved ten (10) consecutive trading days on which the closing price for the Company's common stock equals or exceeds $3.00 per share (which amount shall be equitably adjusted as determined by the Board or Compensation Committee thereof in the event of any stock split or similar transaction), subject, in each case, to Executive's continuous active full­ time employment with the Company through each such vesting date, except as may be otherwise provided pursuant to this Agreement. Notwithstanding anything herein to the contrary, in the event the restricted stock units do not vest in full pursuant to the preceding sentence on or before the fourth anniversary of the grant date thereof, any unvested portion of the award outstanding on such fourth anniversary date shall immediately terminate and be forfeited. All other terms of the award shall be determined by the Board and/or the Committee. The Initial Award Compensation Committee thereof and shall include be consistent with the terms and conditions of restricted stock units awarded generally to the Company's executive officers. (b) As a performance-based vesting conditionmaterial inducement to Executive's agreement to be employed by the Company, pursuant Executive shall be entitled to which (i) thirty percent (30%) receive a stock option award covering 950,000 shares of the number of shares of Common Stock subject Company's common stock and with a per share exercise price equal to the Initial Award shall vest and, if applicable, become exercisable upon the market closing price of the Common Stock (as determined based Company's common stock on trading the grant date thereof. Such stock option award will vest in three equal installments, on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) each of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price first three anniversaries of the Common Stock being equal date of grant, subject, in each case, to or exceeding $15.00 per share for thirty (30) consecutive trading daysExecutive's continuous active full-time employment with the Company through each such vesting date, except as may otherwise be provided by this Agreement. The Initial Award shall be in such form and subject to such All other terms and conditions as may of the award shall be determined by the Board and/or the CommitteeCompensation Committee thereof and shall be consistent with the terms and conditions of stock options awarded generally to the Company's executive officers. (c) As a material inducement to Executive's agreement to be employed by the Company, Executive shall also be entitled to receive an additional stock option award covering a number of shares of the Company's common stock equal to 1.25 multiplied by $1,500,000 divided by the closing price of the Company's common stock on the date of this Agreement and with a per share exercise price equal to the closing price of the Company's common stock on the grant date thereof (the "Matching Award"). Such Matching Award shall vest in full on the first date that Executive alone or as set forth ,below, together with Xxxxx Xxx, consummates the purchase of Company common stock having a value at the time of purchase of at least $1,500,000 in the aggregate, and no portion of Matching Award will vest before the consummation of such purchase. Notwithstanding anything herein to the contrary, in the event Matching Award does not vest in full pursuant to the preceding sentence on or before March 31, 2013, such award shall immediately terminate and be forfeited on that date. The Initial Award shall be Executive agrees that, while employed by the Company, he will not sell the stock subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, Matching Award before the “2023 Plan”) and applicable first anniversary of its vesting date. All other terms of the award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law Compensation Committee thereof and shall be made as soon as practicable after consistent with the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions of stock options awarded generally to the Company's executive officers. It is understood that the $1,500,000 investment will be made by the Executive and Xxxxx Xxx in relative amounts yet to be determined, with Executive investing at least $1,000,000. The Matching Award will be made to the Executive and Xxxxx Xxx in direct proportion to the value of the Company's common stock acquired. (d) Executive may also be eligible for additional awards of stock options and any other stock or equity based awards as may be determined by the Board and/or the Compensation Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeBoard.

Equity Awards. As soon as reasonably practicable (i) The Company previously granted Executive the following stock options to purchase shares of the Effective DateCompany’s Class A Common Stock (collectively, the Company “Options”) pursuant to the Company’s Amended and Restated 2018 Stock Plan (the “Prior Plan”): (A) on February 22, 2020, an option to purchase 1,000,000 shares of the Company’s Class A Common Stock and (B) on June 15, 2020, an option to purchase 15,625 shares of the Company’s Class A Common Stock. The Options will recommend that continue to be governed by the terms of their respective stock option and exercise agreements and the Prior Plan. (ii) Subject to the approval of the Board of Directors of Parent grant to (the “Parent Board”) or the Compensation Committee of Parent Board (the “Parent Committee”) and the Closing of the Transactions (as defined in the Merger Agreement), Executive will be granted an equity award (the “Initial Equity Award”) for such with respect to shares (each, a “Share”) of Parent Class A Common Stock with a grant date fair value of $1,625,000 (the “Award Value”). Such Equity Award may, in the sole discretion of Parent Board or Parent Committee, be in the form of an award of a number of shares restricted stock units (“RSUs”) or an award of the Parent’s common a number of Shares of restricted stock (the “Common StockRestricted Shares”) as may be determined by the Board and/or the Committee). The Initial Equity Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (will be granted as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions soon as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the reasonably practicable following Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant filing of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after registering the effectiveness of Shares subject to the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan Equity Award (collectively, such plans, as they may be amended and/or restateddate, the “Stock PlanGrant Date”) ), subject to Executive’s continued employment through the Grant Date. The number of RSUs or Restricted Shares will be equal to the Award Value divided by the closing sales price per Share on such terms and conditions as may be the Grant Date, rounded down to the nearest whole Share. Unless otherwise determined by Parent Board or Parent Committee, the Board and/or Equity Award will be immediately vested as to 1/3rd of the Committee in its total number of RSUs or their discretionRestricted Shares, as applicable, on the Grant Date, will vest as to 1/3rd of the total number of RSUs or Restricted Shares, as applicable, on December 31, 2021 (or on the Grant Date, if it is after December 31, 2021), and as to 1/3rd of the total number of RSUs or Restricted Shares, as applicable, on December 31, 2022, subject to Executive’s continued Employment through each such vesting date. The grant of any such awards shall Equity Award will be subject to the settlement, if applicable, and other terms and conditions of the Stock Company’s 2021 Equity Incentive Plan (the “Plan”) and the Company’s standard form of applicable award agreement under the Plan, which Executive will be required to sign. The purpose of the Equity Award is to compensate Executive for Executive’s Employment as Interim Chief Executive Officer and shall contain such terms and conditions not negatively impact or prorate any proposed grants to Executive with respect to Executive’s Employment thereafter as may be determined by the Board and/or the CommitteeChief Revenue Officer.

Equity Awards. As soon as reasonably practicable following (a) In each calendar year during the Effective DateTerm while you are employed by the Company, commencing with respect to performance in calendar year 2021, subject to the achievement of performance criteria established by the Compensation Committee for you in respect of the prior calendar year, the Company Compensation Committee will recommend that the Board grant you restricted stock units (“RSUs”) in respect of Parent grant to the Executive an equity award a number of shares (the “Initial AwardShares”) for such number of shares of the Parent’s LVSC common stock (the “Common Stock”) as may in a target amount equal to 325% of your Base Salary based upon the fair market value per Share on the date of grant (the “Annual RSU Award”). The Annual RSU Award shall be granted at 85% of target if the applicable performance criteria are determined to be achieved at the threshold level and shall not exceed 115% of target if the applicable performance criteria are determined to be achieved at the maximum level. The actual amount of the Annual RSU Award for each such calendar year shall be determined by the Board and/or the CommitteeCompensation Committee in its sole 32079-00002/3152394.3 discretion. The Initial Award RSUs shall include a performance-based vesting condition, be granted pursuant to which (i) thirty percent (30%) the terms of the number of shares of Common Stock subject to the Initial LVSC Amended and Restated 2004 Equity Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 2004 Plan”) or a successor plan, and shall vest as to thirty-three percent (33%) on the first and second anniversaries of such grant and thirty-four percent (34%) on the third anniversary of such grant subject to Executive’s continued employment with the Company as of the applicable award agreement which shall contain such terms vesting date and conditions otherwise as may be determined by the Board and/or the Committeedescribed in this Agreement. The grant of the Initial Annual RSU Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, for each year during the Term the Executive shall be eligible granted following the first meeting of the Compensation Committee during the year to participate which such Annual RSU Award relates (at the time when equity incentive awards are granted to other employees of the Company, but in the 2023 Plan or any successor stock incentive plan (collectively, no event later than March 15 of such plans, year). Except as they may be amended and/or restatedotherwise provided herein, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards RSUs shall be subject to the terms and conditions of the 2004 Plan (or a successor plan) and the Company’s form of Restricted Stock Plan Units Award Agreement for its senior executives. Should you so elect, the Company shall withhold Shares sufficient to cover the minimum statutory withholding taxes due in connection with the vesting of the RSUs. (b) As soon as practicable following execution of this Agreement and applicable award agreement pursuant to authorization issued by the Compensation Committee, you shall be granted a one-time grant of 150,000 RSUs (the “Sign-On RSUs”), which shall contain vest as to thirty-three percent (33%) on the first and second anniversaries of such grant and thirty-four percent (34%) on the third anniversary of such grant subject to Executive’s continued employment with the Company as of the applicable vesting date and otherwise as described in this Agreement. The Sign-On RSUs and all prior stock options and awards shall be referred to hereinbelow as the “Equity Awards.” Except as otherwise provided herein, the Sign-On RSUs shall be subject to the terms and conditions as may be determined by of the Board and/or 2004 Plan and the CommitteeCompany's form of Restricted Stock Units Award Agreement for its senior executives.

Equity Awards. As soon as reasonably practicable following of the date hereof: a. the Company shall grant to Executive 1,000,000 shares of the Company’s common stock, which shall not be issued under any stock incentive plan of the Company. The 1,000,000 shares shall vest in installments of two hundred thousand (200,000) shares annually over five (5) years beginning on January 1, 2019, provided, however, that such shares may, in whole or in part, in the sole and absolute discretion of the Compensation Committee, vest immediately upon the filing of an Annual Report on Form 10-K with the SEC that shows that the Company’s revenues for the applicable fiscal year reached or exceeded $100,000,000; notwithstanding the foregoing, before the Company accelerates any such vesting, the Compensation Committee must prior thereto have obtained the consent of the Executive, which consent may be withheld in his sole and absolute discretion; and b. the Company shall grant to Executive an option to purchase 500,000 shares of the Company’s common stock exercisable for a period of five (5) years at market closing price on the Effective Date, which shares shall not be issued under any stock incentive plan of the Company. The options shall vest ratably over 60 months beginning with the first month after the Effective Date. The Bonuses, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Company Clawback Rights” as follows: During the period that the Executive is employed by the Company will recommend and upon the termination of the Executive’s employment and for a period of two (2) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to Executive shall have been determined, Executive agrees to repay any amounts which were determined by reference to any Company financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the Board restatement of Parent grant the Company’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive an equity award (by the “Initial Award”) for Compensation Committee following a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such number of shares adjustment. The calculation of the Parent’s common stock (the “Common Stock”) as may Revised Clawback Benefits amount shall be determined by the Board and/or Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the CommitteeCompensation Committee with respect to the Clawback Rights shall be final and binding on the Company and Executive. The Initial Award Clawback Rights shall terminate following a Change of Control, subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Company with any financial reporting requirement under the federal securities laws and shall not include a performancerestatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Xxxx-based vesting conditionXxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (the “Xxxx-Xxxxx Act”) and requires recovery of all “incentive-based” compensation, pursuant to which (i) thirty percent (30%) the provisions of the number Xxxx-Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of shares this Agreement shall be deemed automatically amended from time to time to assure compliance with the Xxxx-Xxxxx Act and such rules and regulation as hereafter may be adopted and in effect. Notwithstanding anything contained in this paragraph, in the event that the Xxxx-Xxxxx Act is repealed or amended to delete the provisions with which this paragraph is intended to comply, then no compliance herewith shall be required and no part of Common Stock Executive’s compensation shall remain subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeCompany Clawback Rights.

Equity Awards. As soon as reasonably practicable following (i) Following the Effective Date, all of Employee's ------------- stock options outstanding and unexercised as of August 2, 2001 that are outstanding as of the Company will recommend that Effective Date shall remain outstanding in accordance with their terms. (ii) In consideration of Employee's entering into this Agreement and as an inducement to continue in the employ of the Company, Employee shall be granted as of the Effective Date under the USAi 2000 Stock and Annual Incentive Plan a non-qualified stock option (the "USAi Option") to purchase 100,000 shares of USAi's common stock, par value $.01 per share (the "USAi Common Stock"), subject to the approval of the Compensation Committee of the USAi Board of Parent grant Directors. The exercise price per share of the USAi Option shall be the last reported sales price of USAi Common Stock in the over-the-counter market (or such other market on which the USAi Common Stock is then traded) on the last trading date immediately prior to the Executive date of grant. Such option shall vest and become exercisable in four equal installments on each of the first four anniversaries of the date of grant. The USAi Option shall have a scheduled ten-year term. (iii) In consideration of Employee's entering into this Agreement and as an equity award inducement to continue in the employ of the Company, Employee shall be granted on the Effective Date under the Company's 2001 Stock Option Plan a non-qualified stock option (the “Initial Award”"Option") for such number of to purchase 375,000 shares of the Parent’s common stock (the “Company's Common Stock”) as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject to the Initial Award approval of the Compensation Committee of the Board (the "Compensation Committee"). The exercise price per share of the Option shall vest and, if applicable, become exercisable upon be the market closing sales price of the Common Stock (as determined based or the closing bid, if no sales are reported) on the NASDAQ Stock Market on the last market trading day prior to the date of grant. Such Option shall vest and become exercisable in four equal installments on Nasdaq or other applicable stock exchangeeach of the first, second, third and fourth anniversaries of the date of grant. The Option shall have a scheduled ten-year term. (iv) being equal Following the Effective Date, Employee shall be evaluated for future option grants in a manner consistent with the evaluation provided for similarly situated executives of USAi and its subsidiaries. (v) The Company shall grant to or exceeding $12.50 per share for thirty Employee on the Effective Date 25,000 restricted shares (30) consecutive trading days, and the remaining seventy percent (70%"Restricted Stock Grant") of the number of shares of Company's Common Stock subject Stock. All restrictions with respect to the Initial Award Restricted Stock Grant shall lapse on the third anniversary of the Effective Date, provided that Employee remains in the employ of the Company through such date. (vi) Upon a Change in Control of the Company, the USAi Option and all Company options or other Company equity compensation, to the extent outstanding as of the Change in Control of the Company, shall vest and, if applicable, become immediately. The USAi Option and the Company options shall remain exercisable upon the market price for one year following a Change in Control of the Common Company notwithstanding any subsequent termination of employment which otherwise would have provided for a shorter exercise period following termination of Employee's employment. (vii) Except as specifically set forth herein, each of the Option, the USAi Option and the Restricted Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall Grant will be in such form and subject to such other terms and conditions as may be determined governed by the Board and/or applicable plan under which each grant is made and the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeerelating thereto.

Equity Awards. As soon as reasonably practicable (i) To the extent there are any unvested Seller Equity Awards held by MyCase Service Providers that (x) are scheduled to vest following the Effective Closing and on or prior to the one-year anniversary of the Closing Date and (y) will be forfeited in accordance with their terms as a result of the Closing (or any transfer of employment to Buyer or the Company) (such Seller Equity Awards, other than the Seller Equity Awards set forth on Schedule 6.07(h)(i), the “Forfeited Seller Equity Awards”), promptly (and, in any event, within fifteen Business Days) following the Closing Date, the Company will recommend that Buyer shall, or shall cause one of its Affiliates (including the Board of Parent Company) to, (A) grant to the Executive each Continuing Employee who held a Forfeited Seller Equity Award (each such Continuing Employee, an equity award (“Eligible Employee,” and collectively, the “Initial AwardEligible Employees”) for a long-term cash incentive award in an amount equal to the value of such number of shares Eligible Employee’s Forfeited Seller Equity Award, and (B) grant one or more additional long-term cash incentive awards in an aggregate amount equal to $150,000 to one or more of the Parent’s common stock (Eligible Employees, with the “Common Stock”amount of each individual award and the selection of the applicable Eligible Employee(s) as may to receive such award(s) to be determined by the Board and/or Buyer (or one of its Affiliates) in its sole discretion (each long-term cash incentive award granted pursuant to the Committeeforegoing clauses (A) and (B), a “Replacement LTI Award”). The Initial value of each Forfeited Seller Equity Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of be calculated by multiplying the number of shares of Common Stock Seller common stock (“Seller Shares”) subject to such Forfeited Seller Equity Award that would have otherwise vested (subject to the Initial Award shall vest and, if applicable, become exercisable upon applicable holders’ continued employment with Seller or its Subsidiaries and achievement of any performance-vesting conditions at the market price target level of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchangeperformance) being equal to or exceeding multiplied by $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission 151.70 (the “SECSeller Share Price”). For purposes of any Forfeited Seller Equity Award that is a stock option to acquire Seller Shares, the value of such Forfeited Seller Equity Award will be calculated based on the Seller Share Price, less the applicable exercise price. Each Replacement LTI Award will (i) vest based on the applicable Eligible Employee’s continued employment with Buyer or one of its Affiliates (including the Company) through the one-year anniversary of the shares issuable under Closing Date or, if earlier, will vest upon a termination of employment by Buyer or one of its Affiliates (including the 2023 Plan Company) without cause on a Form S-8 registration statement or after the Closing Date and compliance (ii) be paid to the applicable Continuing Employee promptly following the applicable vesting date. (ii) Promptly following the Signing Date, Seller will provide Buyer with other Applicable Law all information necessary to implement the commitments to grant Replacement LTI Awards as set forth in Section 6.07(h)(i) above and shall be made as soon as practicable after provide any updates to such information three Business Days prior to the effectiveness anticipated Closing Date. (iii) Promptly (and, in any event, within ten Business Days) following the one-year anniversary of the Form S-8 registration statement. Following Closing Date, Buyer shall (or shall cause one of its Affiliates (including the grant of the Initial Award, during the Term the Executive shall be eligible Company) to) pay to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject Seller an amount equal to the terms value of all Replacement LTI Awards that were forfeited or otherwise not paid to the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeEligible Employees.

Equity Awards. As soon as reasonably practicable following the Effective DateDecember 2, the Company will recommend that the Board of Parent grant to the Executive an equity award 2013, Xxxxxx shall be granted RSUs (the “Initial RSU Award”) for such under the Company’s 2007 Performance Incentive Plan (the “Plan”) with respect to a number of shares of the ParentCompany’s common stock stock, par value $.01 (the “Common Stock”), equal to the lesser of (x) as may be determined 1,000,000 or (y) $3,000,000 divided by the Board and/or closing price for a share of Common Stock, as reported in the CommitteeWall Street Journal, on the date of grant of the Initial RSU Award. The Initial RSU Award shall include a performance-based vesting condition, pursuant be payable in shares of Common Stock and shall vest and become payable as to which (i) thirty percent (30%) 25% of the shares subject to the Initial RSU Award on December 31 of each of 2014, 2015, 2016 and 2017, subject to Xxxxxx’x continued service though each such vesting date and the terms set forth in the RSU Award letter agreement attached hereto as Exhibit D (the “RSU Award Letter”). If the value of the Initial RSU Award is less than $3,000,000, as soon as practicable after January 1, 2014 (but not later than January 10, 2014), subject to Xxxxxx’x continued service through such date, Xxxxxx will be granted additional RSUs (the “Second RSU Award” and together with the Initial RSU Award, the “RSU Awards”) under the Plan with respect to a number of shares of Common Stock subject equal to (x) $3,000,000 less (1,000,000 multiplied by the closing price for a share of Common Stock, as reported in the Wall Street Journal, on the date of grant of the Initial RSU Award) divided by (y) the closing price for a share of Common Stock, as reported in the Wall Street Journal on the date of grant of the Second RSU Award. The Second RSU Award shall vest and, if applicable, become exercisable upon have the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, identical vesting and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may the Initial RSU Award and will be determined evidenced by an RSU Award letter agreement substantially in the Board and/or same form as the Committee. one attached here to as Exhibit D. The Initial Award shall be subject to the Parent’s 2023 shares of Common Stock Incentive Plan (such planor, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined permitted by the Board and/or RSU Award Letter, restricted stock) into which the Committee. The grant RSU Awards may be settled (or into which any equity award made to Xxxxxx during the term of the Initial Award Prior Employment Agreement may be settled), shall be contingent upon the effectiveness of the registration have been registered with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeS-8.

Equity Awards. As soon as reasonably practicable following the Effective Date, the Company will recommend that the Board of Parent grant (i) Under and subject to the Executive an equity award provisions of the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (the “Initial Award2017 Plan”), Executive will be granted on the first calendar day of the month that next follows the Start Date (the “Grant Date”): (1) for such number restricted stock units of the Company, with a value of $7,000,000 as of the Grant Date, determined using the volume-weighted average price, rounded to two decimal places, of Company common stock on the primary stock exchange on which shares of the ParentCompany’s common stock are traded for the period commencing on the Effective Date and ending on May 31, 2022, vesting in three equal installments on the first three (3) anniversaries of the Grant Date, subject to Executive’s continued employment with the Company through the applicable vesting date; and (2) performance stock units of the Company, with a target value of $9,000,000 as of the Grant Date, determined using the volume-weighted average price, rounded to two decimal places, of Company common stock on the primary stock exchange on which shares of the Company’s common stock are traded for the period commencing on the Effective Date and ending on May 31, 2022, on the terms set forth in Exhibit C and vesting subject to continued employment and attainment of applicable performance goals, each as set forth on Exhibit C. (ii) In addition, during the Term, Executive shall be eligible to receive such periodic grants of stock options, restricted stock units, performance stock units and/or other equity or equity-linked awards of the Company (or its affiliates) (together with the foregoing grants, the “Common StockAwards”) ), commensurate with Executive’s role as the Company’s Chief Executive Officer, as may be determined by the Board and/or (or the Committee. The Initial Award ) in its discretion; provided that, for the 2023 fiscal year, Executive shall include receive such Awards with a performance-based vesting conditiontarget value not less than $12,000,000 as of the date of grant. (iii) Notwithstanding anything to the contrary in this Agreement, in the event that (i) a Change in Control (as defined in the 2017 Plan) occurs or any other event pursuant to which the Company has retained the right to terminate any or all of Executive’s Awards occurs, and (iii) thirty percent the surviving corporation or the acquiring corporation (30%as applicable) of fails to either (A) assume Executive’s Awards or (B) substitute Executive’s Awards with similar awards (it being understood that similar stock awards include, but are not limited to, awards to acquire the number of shares of Common Stock subject same consideration paid to the Initial Award shall vest andstockholders or the Company, if applicableas the case may be), become exercisable upon the market price of the Common Stock (as determined based on trading on Nasdaq or other then any performance metrics applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial any such Award shall be in such form deemed satisfied at the greater of target and subject to such other terms actual performance and conditions as may be determined by the Board and/or the Committee. The Initial Award Executive’s Awards shall be subject become vested immediatley prior to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate Change in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeControl.

Equity Awards. As soon (a) In consideration of Xxxxxxxx entering into this Agreement and as reasonably practicable following an inducement to join the Company, on the Effective Date, the Company will recommend that grant 200,000 restricted ordinary shares of the Board Company to Xxxxxxxx on the Effective Date of Parent grant to the Executive an equity award which 100,000 restricted ordinary shares (the “Initial AwardRestricted Shares”) for shall be subject to a claw-back pursuant to which the Company may repurchase all or some of such number of shares Restricted Shares at a per share purchase price equal to 50% of the Parent’s common stock fair market value of such share when originally issued, which claw-back will lapse as to, and no longer apply to, (i) the “Common Stock”first 50,000 shares (x) as may on the one year anniversary of the IPO (or such later date agreed among Xxxxxxxx and the Company) subject to the Company and/or Xxxxxxxx meeting milestones to be determined by the mutual agreement of Xxxxxxxx and the Company’s Board of Directors and/or Compensation Committee or (y) if the CommitteeCompany does not exercise such clawback within 30 days of such date and (ii) an additional 50,000 shares on the (x) second anniversary of the IPO (or such later date agreed among Xxxxxxxx and the Company) subject to the Company and/or Xxxxxxxx meeting milestones to be determined by the mutual agreement of Xxxxxxxx and the Company’s Board of Directors and/or Compensation Committee or (y) if the Company does not exercise such clawback within 30 days of such date. The Initial Award For applicable tax reporting purposes, the Company shall include treat its ordinary shares as having a performance-based vesting conditionfair market value of $0.30 per ordinary share, pursuant which is the price at which the ordinary shares were most recently issued to which cash investors. (ib) thirty On the date of the IPO, Xxxxxxxx shall be granted options (“IPO Options”) to acquire at the exercise price per ordinary share paid in the IPO to acquire a number of ordinary shares (currently anticipated to be 331,000 additional shares) that will equal five percent (305%) of the number of outstanding ordinary shares of Common Stock subject immediately prior to the Initial Award shall IPO (calculated excluding shares reserved for equity incentives and outstanding warrants), less (x) the 200,000 ordinary shares issued pursuant to Section 4.3(a) and (y) 54,507 ordinary shares previously acquired Xxxxxxxx (as (x) and (y) may be adjusted for stock splits, dividends, recapitalization and the like). The IPO Options are to be granted pursuant to a Stock Option Plan that has been approved by the Board of Directors and shareholders of the Company and will vest andover 4 years from the Effective Date in equal monthly installments, and will accelerate on a change in control or sale of substantially all of the assets of the Company. Xxxxxxxx’x equity ownership will be reviewed within 12 months of the IPO for increase, if applicable, become exercisable upon the market price to be consistent with industry standards for CEOs of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committeesimilarly situated companies.

Equity Awards. (i) As soon as reasonably practicable following an inducement material to the Effective DateExecutive’s agreement to enter into employment with the Company, the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of under the Company’s 2021 Inducement Award Plan (the “Plan”) with respect to 9,916,667 shares of the ParentCompany’s common stock Class A Common Stock, $0.0001 par value per share (the “Common Stock”) as may be determined by follows: (A) Subject to the approval of the Board and/or and to the Committee. The Initial Award shall include a performance-based vesting conditionExecutive’s commencement of employment on the Effective Date, pursuant to which (i) thirty percent (30%) of the number of 2,833,333 shares of Common Stock subject to from the Initial Award shall vest andwill be granted, if applicable, become exercisable upon the market price effective as of the Common Stock Effective Date, in the form of an Option (as determined based on trading on Nasdaq or other applicable stock exchangedefined in the Plan) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of purchase shares of Common Stock subject at a price per share equal to the Initial Award shall vest and, if applicable, become exercisable upon Fair Market Value (as defined in the market price Plan) of the a share of Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions on the date of grant, as may be determined by the Board and/or Board, which Option shall vest and become exercisable with respect to one-fourth (1/4) of the Committee. The Initial Award shares subject thereto (rounded down to the next whole number of shares) on each of the first four anniversaries of the grant date, so that all of the Options shall be subject vested on the fourth anniversary of the grant date (the “Initial Options”). (B) Subject to the Parentapproval of the Board and to the Executive’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restatedcontinued employment through the date of grant, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant remainder of the Initial Award will be granted, effective as of the date immediately following the registration of sufficient additional shares for issuance under the Plan on Form S-8 (which registration will occur as soon as administratively practicable following the Company’s next annual shareholder meeting, currently scheduled for May 25, 2022), as follows: (1) 5,666,667 shares of Common Stock from the Initial Award will be granted in the form of Restricted Stock Units (as defined in the Plan), all of which shall be contingent upon fully vested at the effectiveness time of the registration with the U.S. Securities and Exchange Commission grant (the “SECRSUs”); and (2) 1,416,667 shares of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of Common Stock from the Initial AwardAward will be granted in the form of Restricted Stock Units (the “VWAP RSUs”), during the Term the Executive which VWAP RSUs shall be eligible to participate in vest (i) 50% on the 2023 Plan or any successor stock incentive plan third anniversary of the date of grant (collectively, such plans, as they may be amended and/or restated, the “Stock PlanVWAP Vesting Date”), subject to the Company achieving a volume-weighted average price over the period beginning on the date of grant of the VWAP RSUs and ending on the VWAP Vesting Date (the “Three-Year VWAP”) equal to or greater than $2.00 but less than $3.00, (ii) 100% (“Target Level”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be VWAP Vesting Date, subject to the terms Company achieving a Three-Year VWAP equal to or greater than $3.00 but less than $4.00, (iii) 150% on the VWAP Vesting Date (i.e., 2,125,000 shares of Common Stock), subject to the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.Company

Equity Awards. (a) As soon as reasonably practicable following the Effective Datedate of this Agreement, the Company will recommend agrees that the Board of Parent grant to the Executive an equity award (the “Initial Award”) for such number of shares Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents but not including the payment of any cash or non-cash consideration without Parent’s common stock (the “Common Stock”consent) as may be determined by required to effect the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which following: (i) thirty percent each Stock Option outstanding immediately prior to the Effective Time with an exercise price of less than $15.57 per share (30%each, a “Substituted Stock Option”) of (other than those granted under the ESPP) shall be converted into an option to acquire, on the same terms and conditions as were applicable under the Substituted Stock Option, the number of shares of Parent common stock, par value $0.20 per share (“Parent Common Stock subject Stock”) (rounded down to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock (as nearest whole share) determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of by multiplying the number of shares of Company Common Stock subject to such Substituted Stock Option by a fraction (the Initial Award “Option Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Common Stock on the New York Stock Exchange Composite Transactions Tape on the ten trading days immediately preceding the date on which the Effective Time occurs at an exercise price per share of Parent Common Stock equal to (1) the per share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Substituted Stock Option divided by (2) the Option Exchange Ratio (each, as so adjusted, an “Adjusted Option”); provided that such exercise price shall vest andbe rounded up to the nearest whole cent; provided, if applicablehowever, become exercisable that any Substituted Stock Option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code), and that may not be adjusted in the foregoing manner and remain an incentive stock option, shall be adjusted in accordance with the requirements of Section 424 of the Code in a manner which most closely produces the economic results obtained with respect to other Adjusted Options (it being understood that it is the intention of the parties that Substituted Stock Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as “incentive stock options” (as defined in Section 422 of the Code), to the extent that such Substituted Stock Options qualified as “incentive stock options” prior to the Effective Time); (ii) each Stock Option with an exercise price of $15.57 or more per share of Company Common Stock (each, an “Affected Stock Option”) shall be terminated prior to the Effective Time by taking all actions required by the applicable provisions of the relevant Company Stock Plans regarding termination of Stock Options in connection with certain corporate transactions such as mergers and reorganizations of the Company and sales of substantially all of the assets of the Company including, without limitation, (A) providing timely notice (to allow for the termination of the Affected Stock Options prior to the Effective Time) to holders of Affected Stock Options that neither Parent nor any of its subsidiaries shall assume such Affected Stock Options or substitute Parent options for such Affected Stock Options, (B) permitting holders of Affected Stock Options to exercise such Affected Stock Options during the applicable exercise period specified by the applicable Company Stock Plan (which, in each case, shall expire on the date that is no later than one day before the Effective Time) (the “Exercise Period”) and (C) terminating the Affected Stock Options upon the market price expiration of the Exercise Period; (iii) subject to Section 5.04(a)(iii) of the Company Disclosure Letter, each share of Restricted Stock outstanding at the Effective Time shall be converted at the Effective Time into an amount of cash equal to the Merger Consideration (the “Restricted Stock Cash Amount”), which shall be subject to, and payable to the holder of such shares of Restricted Stock (each, a “Holder”) in accordance with, Section 5.04(f); (iv) make such other changes to the Company Stock Plans as Parent and the Company may agree are appropriate to give effect to the Merger; (v) take such action as necessary under the Company Stock Plans to ensure that all restrictions or limitations on transfer and vesting and all repurchase rights with respect to the Substituted Stock Options and shares of Restricted Stock, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect pursuant to their terms with respect to the corresponding Adjusted Options and Restricted Stock Cash Amounts after giving effect to the Merger and the assumption by Parent as set forth below; and (vi) ensure that any shares of Company Common Stock being that have not been issued under any Company Stock Plan (the “Residual Shares”) shall be converted at the Effective Time into the number of shares of Parent Common Stock equal to or exceeding $15.00 per share for thirty the product of the number of such Residual Shares and the Option Exchange Ratio (30the “Assumed Shares”). (b) consecutive trading days. The Initial Award At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that (A) all obligations of the Company under the Company Stock Plans, including with respect to Substituted Stock Options outstanding at the Effective Time, shall be in such form obligations of Parent following the Effective Time and (B) Parent may issue the Assumed Shares after the Effective Time pursuant to the exercise of options or other equity awards granted under the Company Stock Plans or any other plan of Parent or any its affiliates. Parent may assume the Adjusted Options under an existing equity incentive plan. (c) Within five business days immediately following the Effective Time, Parent shall either (i) prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares subject to the Adjusted Options or (ii) assume the Adjusted Options under an existing equity incentive plan with respect to which a registration statement on Form S-8 (or another appropriate form) is currently effective. Any such other registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Adjusted Options may remain outstanding. (d) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Stock Plans and the agreements evidencing the grants of such Adjusted Options and that such Adjusted Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be (subject to the adjustments required by this Section 5.04 after giving effect to the Merger). (e) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan. (f) Promptly after the Effective Time, Parent shall deposit with an escrow agent designated by Parent an amount equal to the aggregate Restricted Stock Cash Amounts, which amount shall be held in escrow and shall be paid in accordance with this Section 5.07(f). Each Holder shall be entitled to receive the Applicable Portion (as defined below) of the aggregate Restricted Stock Cash Amounts after each Lapse Date (as defined below); provided that if the Holder is not employed by Parent or its affiliates on a Lapse Date, the Holder shall not be entitled to receive the Applicable Portion for such Laspe Date and any subsequent Lapse Date and such Applicable Portion shall be paid to Parent; provided, however, that promptly after the Holder’s 2023 Stock Incentive Plan termination date, the Holder shall receive a cash payment equal to the aggregate Repurchase Price (such planas defined below). Promptly after each Lapse Date, Parent shall instruct the escrow agent to pay the Applicable Portion, as it may be amended and/or restatedappropriate, to the applicable Holder or to Parent. For purposes hereof, (i) “2023 Plan”Applicable Portion” means, in respect of each Holder, an amount equal to the product of the Merger Consideration and the number of shares of Restricted Stock held by such Holder at the Effective Time that would have vested or with respect to which the Company’s right to repurchase would have lapsed on the applicable Lapse Date and (ii) and applicable award agreement “Lapse Date” means, in respect of any shares of Restricted Stock, each date on which shall contain such shares would have vested or the Company’s right to repurchase such shares would have lapsed pursuant to such terms and conditions as may be determined were applicable under such Restricted Stock, and (iii) “Repurchase Price” means, in respect of the Applicable Portion, the price paid by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of Holder for the shares issuable under of Restricted Stock held by such Holder at the 2023 Plan on a Form S-8 registration statement and compliance Effective Time that would have vested and/or with other Applicable Law and shall be made as soon as practicable respect to which the Company’s right to repurchase would have lapsed after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeHolder’s termination date.

Equity Awards. As soon i. In consideration of the Executive entering into this Agreement and as reasonably practicable following an inducement to join the Company, on the Effective Date, the Company will recommend that grant the Board of Parent grant following equity awards to the Executive an equity award pursuant to the Company's 2004 Stock Incentive Plan (the “Initial Award”"Plan") for such number of shares or, in whole or in part, as inducement grants outside of the Parent’s common stock (Plan but on substantially equivalent terms as grants under the “Common Stock”) Plan, as may be determined by the Board and/or Compensation Committee: (i) a number of time-based restricted stock units ("TRSUs") equal to $1,200,000 divided by the Committee. The Initial Award closing price of the Company's Common Stock on the trading day immediately prior to the day Executive's hire is publically announced (the "Announcement Day Price"), rounded down to the nearest whole share, which shall include vest 25% on each of the first four anniversaries of the Effective Date, and (ii) a number of performance-based vesting conditionrestricted stock units ("PRSUs"), pursuant at target, equal to $1,300,000 divided by the Announcement Day Price, rounded down to the nearest whole share, which (i) thirty percent (30%) shall vest based on the total shareholder return of the number of shares of Company's Common Stock subject as compared to the Initial Award shall vest andXxxxxxx 2000 Index over the three-year period following the Effective Date, if applicable, become exercisable upon and otherwise on the market price same terms as the PRSUs awarded to the Company's executives in May 2016 (including a 200% vesting maximum and performance measured annually with vesting and payment at the end of the three-year period and total return for both the Common Stock (as determined and the index based on the average closing price for the 20 trading on Nasdaq or other days preceding the applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysmeasurement date). The Initial Award shall be in such form and subject to such All other terms and conditions as may of such awards shall be determined governed by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon Plan (or, if the effectiveness awards are inducement grants outside of the registration with Plan, terms and conditions substantially similar to the U.S. Securities Plan) and Exchange Commission (the “SEC”) applicable award agreements. If such awards are inducement grants outside of the Plan, the Company shall register the shares issuable under the 2023 Plan covered by such awards pursuant to a registration statement on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of such that the Form S-8 registration statementis effective before such awards are granted; and ii. Following the grant of the Initial Award, during the Term the The Executive shall be eligible to participate in receive annual equity awards under the 2023 Plan or any successor stock incentive plan (collectivelybeginning in May 2017. The Company intends to grant awards in May 2017 to Executive with a value of approximately $1,000,000, such planswith half of the value being in time-based awards and half of the value being in performance-based awards, as they provided that this ratio may be amended and/or restatedadjusted slightly to increase the percentage of performance-based awards if the Compensation Committee deems it appropriate in order to improve the Company's compensation score with Institutional Shareholder Services. The value of these awards will be based on the same valuation method used for other annual grants made at the time. The Company will not be obligated to make these May 2017 grants if on or before the applicable grant date either (i) the Company has delivered to the Executive the notice described in that last paragraph of Section 5.1(b) finding that Executive has engaged in conduct constituting Cause and the Executive has not cured such acts if reasonably subject to cure or (ii) a Change in Control has occurred or the Company has entered into a definitive agreement which will result in a Change in Control. If the number of shares subject to the awards to be granted pursuant to this Section 4.3(b) exceeds any grant limit under the Plan, the “Stock Plan”) on such terms and conditions grant will be reduced to the minimum extent necessary so as may be determined by the Board and/or the Committee in its or their discretionnot to exceed any applicable limit. iii. The grant of any such awards shall be subject to All award agreements with Executive governing the terms of the Stock Plan TRSUs or PRSUs granted pursuant to Section 4.3(a) will include the provision set forth in Section 1(c)(4) of the form of Executive 0000 XXXX Agreement - Annual Grant (4-year vesting) previously provided to Executive or a provision comparable to such provision in all materials respects, except that in the case of the PRSUs if the award is assumed or substituted as described in clauses (i) and applicable (ii) of such provision then the award agreement which shall contain such terms and conditions as may be determined by will convert into a time-based award based on actual performance of the Board and/or PRSUs through the Committeeclosing of the underlying transaction, vesting on the third anniversary of the date of grant.

Equity Awards. As soon as reasonably practicable following (i) On your first day of employment with the Effective DateCompany, the Company will recommend that subject to approval by the Board of Parent grant Directors or a committee thereof, you will be awarded a stock option to the Executive an equity award (the “Initial Award”) for such number of purchase up to 600,000 shares of the ParentCompany’s common stock (the “Common StockFirst Option”) as may be determined by the Board and/or the Committee). The Initial Award shall include First Option will be exercisable at a performance-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of shares of Common Stock subject price per share equal to the Initial Award shall vest and, if applicable, become exercisable upon the market closing price of the Common Stock (Company’s common stock on the grant date, as determined based reported on trading on the Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading daysGlobal Market, and the remaining seventy percent (70%) First Option will be granted outside of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions Company’s stockholder-approved equity compensation plans as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the an “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall inducement award,” but will be subject to the terms and conditions of the Stock Company’s 2004 Equity Incentive Plan as if granted thereunder. Subject to your continuing service with the Company, the First Option will vest with respect to one-quarter of the underlying shares on the first anniversary of the grant date and applicable award agreement which then with respect to the remaining shares monthly thereafter equally over the next three years so that he is fully vested on the fourth anniversary of the grant date. The First Option will have a seven-year term and will be treated as non-qualified under the Internal Revenue Code. (ii) You shall contain such terms be eligible to receive a stock option to purchase up to 350,000 shares of the Company’s common stock (the “Second Option”) upon the Company exceeding its revenue goal for the nine month period running from January 1, 2009, through September 30, 2009, as established in the Company’s Fiscal Year 2009 Business Plan (the “Business Plan”). To the extent there is any uncertainty as to whether the Company’s revenue goal is exceeded from the amounts established in the Business Plan, the Compensation Committee, in its reasonable discretion and conditions as may good faith, shall make the final determination. The Second Option shall be determined granted by the Board and/or of Directors or a committee thereof as soon as administratively feasible after the Committeesatisfaction of the revenue goal, subject to your continued employment on such grant date. The Second Option will be exercisable at a price per share equal to the closing price of the Company’s common stock on the grant date, as reported on the Nasdaq Global Market, and the Second Option will be granted under the Company’s 2004 Equity Incentive Plan. Subject to your continuing service with the Company, the Second Option will vest with respect to one-quarter of the underlying shares on the grant date and then with respect to the remaining shares monthly thereafter equally over the next three years so that he is fully vested on the third anniversary of the grant date. The Second Option will have a seven-year term and, to the extent possible, will be treated as an incentive stock option under the Internal Revenue Code.

Equity Awards. As soon as reasonably practicable following (a) Subject to the approval of the award by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, on the Effective Date, Date the Company will recommend that the Board Employee shall receive a one-time grant of Parent grant to the Executive an equity award (the “Initial Award”) for such a number of restricted shares of the ParentCompany’s common stock (the “Common Restricted Stock”) as may be determined equal to $3,000,000 divided by the Board and/or closing price of the CommitteeCompany’s common stock on the Effective Date. The Initial Award shall include a performance-based vesting condition, pursuant to which (i) thirty percent (30%) Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the number Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of shares the Restricted Stock concurrently therewith; provided, that you are continuously employed by the Company through the date of Common such solicitation. The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Initial Award Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest andin full upon a Change in Control (as defined below). In addition, if applicablethe Employee agrees that, become exercisable upon for a period of one year following each vesting date (each such period, a “Lock-up Period”), the market price Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Common Company’s common stock that became vested on such vesting date; provided, however, that on each such vesting date, the Employee shall be able to sell certain of his Restricted Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the number portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of Common Stock common stock; provided further, however, that the Employee shall not transfer the shares of common stock subject to forfeiture, as provided in Section 8(c), without first delivering prior notice to the Initial Award Company, then receiving written approval from the Company, which approval shall vest andnot unreasonably be withheld or delayed. For the avoidance of doubt, if applicablethe shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, become exercisable upon except as otherwise provided in Section 8(c). Each Lock-up Period shall survive the market price termination of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading daysEmployee’s employment hereunder. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Restricted Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall will be subject to the terms of a restricted stock agreement to be entered into between the Stock Plan Employee and applicable award agreement which shall contain such terms and conditions other provisions as may be determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement. For purposes of this Agreement, a “Change in Control” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% of more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board and/or of Directors of the CommitteeCompany.

Equity Awards. (a) As soon as reasonably practicable following of the Effective DateTime, each Company PSU that is outstanding immediately before the Effective Time, by virtue of the Merger and without any action by Parent, Merger Sub, the Company will recommend or the holder of that Company PSU, shall be canceled and converted into the Board of right to receive from Parent grant or the Surviving Corporation an amount in cash, without interest, equal in value to the Executive an equity award (Per Share Price multiplied by the “Initial Award”) for such aggregate number of shares of Company Common Stock subject to each such holder’s Company PSUs (assuming that the Parent’s common stock performance factor as of the Effective Time is equal to 210%, which is the maximum level of performance achievable under the terms of the Company PSUs) (the “Common StockPSU Cash Payment”) ), payable in two installments through the Surviving Corporation’s payroll system as may be determined by the Board and/or the Committee. The Initial Award shall include a performance-based vesting condition, pursuant to which follows: (i) thirty percent at the Effective Time, the greater of (30%A) 50% of the PSU Cash Payment and (B) the number of shares of Company Common Stock subject to the Initial Award shall Company PSUs that would otherwise vest and, if applicable, become exercisable upon pursuant to the market price applicable grant notice multiplied by the Per Share Price (the “PSU Closing Payment”) and (ii) the excess of the Common Stock PSU Cash Payment over the PSU Closing Payment shall become payable on the earlier of (as determined based on trading on Nasdaq or other applicable stock exchangeI) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) one-year anniversary of the number of shares of Common Stock Effective Time, subject to the Initial Award continued employment of such holder with Parent, the Surviving Corporation, or any of their respective Subsidiaries as of such one-year anniversary and (II) the termination of such holder’s employment (A) by the Company without cause (and other than due to death or disability) or (B) by such holder for good reason (as such terms are defined in the applicable agreements providing for the foregoing treatment of the Company PSUs). (b) The payment of the amounts set forth in Section 2.8(a) in respect of the Company PSUs shall vest andbe reduced by any income or employment Tax withholding required under the Code or any applicable state, if applicablelocal or foreign Tax Law. To the extent that any amounts are so withheld and paid to the appropriate Governmental Authorities, become exercisable those amounts shall be treated as having been paid to the holder of those Company PSUs for all purposes under this Agreement. (c) Parent shall cause the Surviving Corporation to, at all times from and after the Effective Time, maintain sufficient liquid funds to satisfy their obligations to holders of Company PSUs pursuant to this Section 2.8. (d) As promptly as practicable following the Effective Time and in any event not later than the fifth (5th) Business Day thereafter, Parent shall cause the Surviving Corporation to pay through its payroll system to each applicable holder of a Company PSU, such amount due and payable to such holder pursuant to Section 2.8(a) in respect of such Company PSU. (e) The Company shall take all actions reasonably necessary to (i) as of the date of this Agreement, (A) suspend the Direct Stock Purchase Program and (B) prevent any additional transactions or issuances of Company Common Stock under the Direct Stock Purchase Program to be processed on or after the date of this Agreement and (ii) terminate the Direct Stock Purchase Program effective immediately upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the CommitteeClosing.

Equity Awards. As soon (i) The parties agree and acknowledge that the Company previously granted to Executive the following equity awards that remain outstanding as reasonably practicable following of the Effective Date: stock option granted February 22, 2018; stock option granted June 27, 2018, restricted stock units granted June 26, 2020, and stock option granted September 16, 2020 (the “Existing Equity Awards”). Effective as of the closing the initial public offering (the “IPO”) of the Company’s Class A common stock, the vesting of all shares subject to the stock options included in the Existing Equity Awards will be fully accelerated with the shares subject to such stock options subject to the lockup agreement entered into in connection with the IPO. (ii) The Company shall grant, subject to Executive’s continued employment through the applicable grant date, to Executive equity-based compensation awards pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). Of such awards, 75% shall be granted in the form of a stock option (the “Option”) and the remaining 25% shall be granted in the form of a restricted stock unit award (the “RSU Award” and, together with the Existing Equity Awards, the Option, and any future equity awards granted to Executive, the “Awards”). (iii) The Option shall be a nonqualified stock option, shall have an exercise price per share equal to the 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 number of shares of Company common stock subject to the Option shall be determined by dividing $7,500,000 by the per share Black-Scholes valuation as of the grant date, utilizing the same assumptions that the Company uses in the preparation of its financial statements. The grant date of the Option shall be the date on which the determination of the price per share of the Company’s Class A common stock in connection with IPO occurs (the “IPO Price” and, such date, the “Pricing Date,” which shall also be the “Effective Date” of this Agreement). Subject to Executive’s continued service with the Company through the applicable vesting date, the Option shall vest and become exercisable over a four-year period as follows: one-forty-eighth (1/48th) of the shares of the Company’s common stock underlying the Option shall vest and become exercisable on each monthly anniversary of the Effective Date. (iv) The number of shares of Company common stock subject to the RSU Award shall be determined by dividing $2,500,000 by the IPO Price. The RSU Award shall be granted on the date on which the Company’s Registration Statement on Form S-8 registering the shares subject to the RSU Award becomes effective. Subject to Executive’s continued service with the Company through the applicable vesting date, the RSU Award shall vest over a four-year period as follows: one-sixteenth (1/16th) of the RSU Award shall vest on each quarterly anniversary of the Effective Date, so that the RSU Award shall be vested in full as of the fourth (4th) anniversary of the Effective Date. (v) The terms and conditions of the Option and RSU Award shall be set forth in a stock option award agreement and restricted stock unit award agreement, respectively, in forms prescribed by the Company, to be entered into by Executive and the Company will recommend that the Board of Parent grant to the Executive an equity award (the “Initial AwardAward Agreements”) for such number ). Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the terms of shares and conditions of the Parent’s common stock Plan and the applicable Award Agreement. (vi) Notwithstanding the “Common Stock”) as may foregoing, upon a Change in Control, Executive will be determined by the Board and/or the Committee. The Initial Award shall include a performanceentitled to 100% vesting acceleration of all then-based vesting condition, pursuant to which (i) thirty percent (30%) of the number of unvested shares of Common Stock subject to the Initial Existing Equity Awards. Notwithstanding anything to the contrary in this Agreement or any other agreement, for purposes of this Section 3(e)(vi), “Change in Control” for any Existing Equity Award shall vest and, if applicable, become exercisable upon have the market price of the Common Stock (as determined based on trading on Nasdaq or other applicable stock exchange) being equal to or exceeding $12.50 per share for thirty (30) consecutive trading days, and the remaining seventy percent (70%) of the number of shares of Common Stock subject to the Initial Award shall vest and, if applicable, become exercisable upon the market price of the Common Stock being equal to or exceeding $15.00 per share for thirty (30) consecutive trading days. The Initial Award shall be in such form and subject to such other terms and conditions as may be determined by the Board and/or the Committee. The Initial Award shall be subject to the Parent’s 2023 Stock Incentive Plan (such plan, as it may be amended and/or restated, the “2023 Plan”) and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee. The grant of the Initial Award shall be contingent upon the effectiveness of the registration with the U.S. Securities and Exchange Commission (the “SEC”) of the shares issuable under the 2023 Plan on a Form S-8 registration statement and compliance with other Applicable Law and shall be made as soon as practicable after the effectiveness of the Form S-8 registration statement. Following the grant of the Initial Award, during the Term the Executive shall be eligible to participate meaning set forth in the 2023 Plan or any successor stock incentive plan (collectively, such plans, as they may be amended and/or restated, the “Stock Company’s 2016 Equity Incentive Plan”) on such terms and conditions as may be determined by the Board and/or the Committee in its or their discretion. The grant of any such awards shall be subject to the terms of the Stock Plan and applicable award agreement which shall contain such terms and conditions as may be determined by the Board and/or the Committee.