Common use of Equity Compensation Clause in Contracts

Equity Compensation. The Company maintains the 2023 Equity Incentive Plan (the “Plan”). Subject to approval by the board of directors of the Company (the “Board”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereof.

Equity Compensation. The Company maintains Subject to the 2023 Equity Incentive Plan approval by the Board, you will be granted the right to purchase a number of shares of the Company’s Common Stock (the “PlanPurchase Right”). Subject , which is expected to approval by represent 4.5% of the board of directors fully diluted equity capitalization of the Company (immediately following the “Board”), first date on which the Company has sold preferred stock with aggregate gross proceeds to the Company in the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right will issue you an award under be governed by the Plan for 215,000 shares terms and conditions of Common Stock your stock purchase agreement and will include a repurchase option in favor of the Company that will be released as your shares vest in accordance with the following vesting schedule: (x) 25% of the “Award”)total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Date, subject to your continuous service with the Company on such vesting date, and (y) 1/48th of the total shares subject to the Purchase Right will vest in monthly installments thereafter, subject in each case to your continuous service with the Company on each such vesting date. The specific structure exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be Company’s Common Stock as determined by the BoardBoard in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company will seek Board approval to you in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined below), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for this RSA at Good Reason (as defined below), and in either case other than as a regularly scheduled meeting result of death or disability, and provided such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), and subject to your signing the Separation Agreement (as defined below) and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% of the Board following your Hire Date . Vesting commencement shares that are subject to vesting and are unvested as of the RSA date of such termination will be your Hire Date immediately become fully vested (the “Vesting Commencement DateDouble-Trigger Acceleration”). The Award will ; any forfeiture or lapsing of such shares shall be subject to a vesting over three delayed until the sixtieth (360th) years with one-fourth vesting day after the date of such termination and shall only occur if the Separation Agreement does not become effective on the one or before that sixtieth (160th) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofday.

Equity Compensation. The Company maintains the 2023 Equity Incentive Plan (the “Plan”). Subject to approval by the board of directors As of the Company (the “Board”)commencement of employment, the Company will issue you grant the Employee an award under the Plan for 215,000 shares inducement grant of Common 225,000 RSU’s (Restricted Stock of the Company (the “Award”Units). The specific structure RSUs will vest in four equal annual installments, commencing as of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Dategrant date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance shall have such other terms generally consistent with the Plan and the terms set forth in the Company’s standard form 2014 Equity Incentive Plan; provided, however, that in the event the Employee’s employment with the Company is terminated by the Company (or its successor) not for cause (as defined below) or by the Employee for Good Reason (as defined below) within 90 days prior to a Change of grant Control or award agreementone year following a Change of Control, the RSUs will vest and become immediately exercisable upon the effective date of termination of employment. If For purposes of this Agreement, the Board approved structure term “Change of Control” shall have the meaning set forth in Section 2.10 of the Award is a restricted stock unit, then Company’s Amended and Restated 2014 Incentive Compensation Plan and the Award will also be subject term “Good Reason” means Employee resigns due to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation he no longer reports to a person with a grade level equal to or warranty, express or implied, regarding the past, current or potential future value of the Company or its securitieshigher than his, (ii) have advised you relocation of the Employee by the Company without Employee’s express written consent to consult with your own independent tax and accounting advisors a facility or location more than fifty (50) miles from Employee’s then-current location in one or more steps; (iii) a ten percent (10%) or greater reduction in the Base Salary (other than an equivalent percentage reduction in the base salaries that applies to Employee’s entire business unit); or (iv) a material breach by the Company of this Employment Agreement; provided, however, that with respect to the potential tax implications each of the Award foregoing, Employee must (a) within ninety (90) days following its occurrence, deliver to the Company a written explanation specifying the specific basis for Employee’s belief that he is entitled to terminate his employment for Good Reason, (b) give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery of such explanation and (iiic) have not made and do not make provided Company has failed to cure any representation or warrantyof the foregoing within such thirty (30) day cure period, express or implied, regarding your personal tax obligations with respect terminate Employee’s employment within thirty (30) days following expiration of such cure period. In addition to the receipt of inducement grant described above, the Award or any vesting or exercise thereofCompany will consider granting the Employee additional equity awards on an annual basis as per the Company’s Compensation Policy.

Equity Compensation. Any equity awards previously granted to Executive shall continue in effect in accordance with their existing terms. Executive shall also be entitled to participate in any other equity incentive plans of the Company. All such other options or other equity awards will be made at the discretion of the Company’s Compensation Committee of the Board of Directors pursuant and subject to the terms and conditions of the applicable equity incentive plan, including any provisions for repurchase thereof. The Company maintains option exercise price or value of any equity award granted to Executive will be established by the 2023 Equity Company’s Board of Directors as of the date such interests are granted but shall not be less than the fair market value of the class of equity underlying such award. Except with respect to any restricted stock unit awards granted to Executive (the “RSUs”) (the terms of which shall be governed by the applicable award agreements), within the period beginning three months before and ending twelve months following a Change in Control (as defined in the Company’s 2007 Omnibus Incentive Plan (the “Plan”). Subject ) the vesting of all stock options and other equity compensation awards (both time-based vesting and performance-based vesting at target level) granted to approval by Executive shall accelerate in full in the board of directors of event that the Company Executive’s employment is terminated without Cause (the “Board”), the Company will issue you an award under the Plan as defined herein) or Executive resigns for 215,000 shares of Common Stock of the Company Good Reason (the “Award”as defined herein). The specific structure Within the period beginning three months before and ending twelve months following a Change in Control (as defined in the Plan) all stock options shall remain exercisable until the earlier of (i) the Award, namely early exercisable expiration date set forth in the applicable stock option grant, restricted stock award, agreement or restricted stock unit, will be as determined by (ii) the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting expiration of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary measured from the date that Executive’s employment is terminated without Cause (as defined herein) or Executive resigns for Good Reason (as defined herein) and this provision shall supersede any provisions to the contrary contained in any of your Vesting Commencement DateExecutive’s stock option agreements. For the purposes of this Agreement, “Good Reason” shall mean Executive’s voluntary resignation following a Change in Control (as defined the Plan), for any of the following events that results in a material negative change to the Executive: (i) a reduction without Executive’s prior written consent in either his level of Annual Salary or his target annual bonus as a percentage of Annual Salary; (ii) a relocation of Executive more than thirty (30) miles from the Company’s current corporate headquarters as of the date hereof, (iii) a material breach of any provision of this Agreement by the Company, (iv) the failure of the Company to have a successor entity specifically assume this Agreement, (v) a material negative change in authority, duties or responsibilities resulting from the Executive no longer being an executive officer of a publicly-traded company, and (vi) the Company’s chief executive officer (immediately prior the Change in Control) no longer being the chief executive officer of the successor publicly-traded company. Notwithstanding the foregoing, the Executive shall be entitled to benefits described in this Section 4 due to a resignation resulting from (v) or (vi) of the preceding sentence only if such resignation occurs more than six months after the Change in Control. Notwithstanding the foregoing, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided, not more than 90 days following the initial occurrence thereof, written notice to the Company of such Good Reason event indicating and describing the event resulting in such Good Reason, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity Company does not cure such event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to within 90 days following the receipt of such notice from Executive. Executive shall also be eligible to receive an annual target incentive bonus, additionally or in the Award alternative to the annual cash target incentive bonus described in Section 3B of this Agreement, in the form of stock or any vesting or exercise thereofrestricted stock unit awards as determined by the Compensation Committee.

Equity Compensation. (a) Promptly following the Effective Date, the Board of Directors (or its Compensation Committee) shall grant to the Executive a stock option to purchase 3,476,972 shares of the Company’s common stock (the “Starting Option”), which share number currently represents 4.75% of the fully-diluted share capital of the Company, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant as determined by the Board of Directors in good faith and in a manner in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Such option shares will be granted as an incentive stock option to the extent permissible under the Code, with the balance of such option shares granted as a non-qualified stock option. Upon the termination of Executive’s service to the Company for reasons other than death, disability or Cause, the right to exercise the Starting Option shall terminate six months after such termination (but in no event after the ten-year term of such Starting Option). As a condition to receiving the Starting Option, the Executive must sign an Adoption Agreement to become bound by the Voting Agreement by and among the Company, each of the holders of the Company’s preferred stock, and certain holders of the Company’s common stock (as a “Key Holder” under such Voting Agreement) and by the Right of First Refusal and Co-Sale Agreement by and among the Company, each of the holders of the Company’s preferred stock, and certain holders of the Company’s common stock (as a “Key Holder” under such Right of First Refusal and Co-Sale Agreement). The Starting Option shall be governed by a stock option agreement (in the standard form for new employees approved by the Board of Directors), and shall be subject to the provisions of the Company’s then-current stock incentive plan. The stock option agreement shall describe the vesting of the Starting Option, which shall be as follows: vesting over a four-year period, with 25% of the shares subject to the Starting Option vesting one year after the date of the commencement of the Executive’s employment with the Company, and the remainder of the shares subject to the Starting Option vesting in equal amounts on a monthly basis over the subsequent three years, until 100% of the Starting Option has become vested, provided that the Executive remains employed by the Company maintains on each such vesting date. The stock option agreement shall also describe (i) notwithstanding Section 8(b)(2)(ii) of the 2023 Equity Company’s 2010 Stock Incentive Plan (the “Plan”), a provision for full acceleration if an Acquisition (as defined below) occurs during the Employment Period or Executive is terminated in contemplation of such Acquisition and (ii) a provision for 12-months acceleration of vesting upon Executive’s termination without Cause or for Good Reason. Subject to approval by For purposes clarity, if in connection with a Reorganization Event (as defined in the board of directors of the Company (the “Board”Plan), the Company Board of Directors provides written notice to the Executive that Executive’s unexercised options will issue you an award under terminate immediately prior to the Plan for 215,000 shares consummation of Common Stock of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined such Reorganization Event unless exercised by the Board. The Company will seek Board approval for this RSA at Executive within a regularly scheduled meeting specified period following the date of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unitsuch notice, then the Award will also Starting Option shall be subject deemed to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereoffully accelerate.

Equity Compensation. Within a reasonable time following the Commencement Date, the Executive shall be offered a nonqualified stock option to purchase 2,070,000 ordinary shares of BrightSphere Investment Group plc (the “Option Award”) at an exercise price per share equal to the greater of $12.00 or the price of one ordinary share as reported on the New York Stock Exchange (or on any other national securities exchange on which the Stock is then listed) on the date of grant or, if the closing price has not been reported for that date when issued, the closing price on the day preceding the date of grant for which a closing price is reported. The Company maintains Option Award shall be granted under, and be subject to the 2023 terms of, the BrightSphere Investment Group plc 2017 Equity Incentive Plan (the “Equity Incentive Plan”). Subject to approval by the board of directors Twenty percent (20%) of the Company Option Award shall be vested on the date of grant (the “BoardInitial Vesting Date”), with the remaining eighty percent (80%) vesting in equal twenty percent (20%) annual installments over a four-year period beginning on the first anniversary of the Initial Vesting Date, subject to the Executive’s continued employment with the Company will issue you an award under through to such vesting date. Upon the Plan Executive’s involuntary termination without Cause, or the Executive’s resignation for 215,000 shares Good Reason, within two (2) years following a “Change of Common Stock Control,” as defined in the Equity Incentive Plan, the next twenty percent (20%) tranche of the Company (Option Award shall vest upon the “Award”)Termination Date, and the remaining unvested portion of the Option Award shall be forfeited. The specific structure Option Award shall have a term of five (5) years from the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting date of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award grant and will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If Clawback Policy, as in effect from time to time, which includes the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value ability of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect clawback upon a termination of employment for Cause. The Option Award is being offered as an inducement to the potential tax implications Executive in connection with the Company’s hiring of the Executive as its Chief Financial Officer and in consideration for the post-termination noncompetition provisions of Section 6.2(B). The Option Award and (iii) have not made and do not make any representation or warrantyshall be evidenced in writing by a stock option agreement, express or implied, regarding your personal tax obligations with respect to which will include such other terms as the receipt of the Award or any vesting or exercise thereofBoard deems appropriate.

Equity Compensation. The Company maintains Board will recommend to the 2023 Equity Incentive Plan Compensation Committee that Executive receive, upon the closing date of the IPO: (the “Plan”). Subject a) a stock option to approval by the board purchase 25,500 shares of directors common stock of the Company (the “BoardCommon Stock”)) (as adjusted for stock splits, stock dividends, recapitalizations and the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company like) (the “AwardOption”); (b) an award of 67,000 shares of restricted Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like) (the “Initial RSA”); and (c) an additional award of shares of restricted Common Stock equal to (I) the quotient obtained by dividing (Y) the product of (i) $121,500.00 multiplied by (ii) the number of days between the date of the closing of the IPO and the Effective Date, by (Z) the product obtained by multiplying (I) 365 by (II) the closing sales price of the Common Stock on the date of the closing of the IPO, as reported on The Nasdaq Stock Market LLC, rounded down to the nearest whole share (the “Additional RSA” and, together with the Option and the Initial RSA, the “Awards”). The specific structure Each of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, Initial RSA and Option shall vest according to the following terms: 25% of the Award will be vested upon issuance and 25% of the Award will vest on each one-year anniversary of the date of issuance for the next three years, so long as determined by Executive continues to provide continuous services to the BoardCompany through each applicable vesting date, inclusive. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the Additional RSA will be your Hire Date (fully vested upon issuance. Each of the “Vesting Commencement Date”). The Award Awards will be subject to a vesting over three the terms and conditions of the forthcoming Viking Therapeutics, Inc. 2014 Equity Incentive Plan (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Dateas may be amended or restated from time to time, “Equity Incentive Plan”), including any required agreements and/or grant documentation, and shall vest over the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms schedule set forth in such Equity Incentive Plan or the applicable grant documents; provided that the vesting commencement date for the Awards shall be the Effective Date. Following the grants of the Awards, Executive shall be eligible to participate in the Equity Incentive Plan, any successor to such plan, and any other Company equity compensation plan established from time to time and generally made available by the Company in its sole discretion to the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, senior executive officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereof.

Equity Compensation. The Company maintains During the 2023 Equity Incentive Plan Employment Term, the Executive shall be entitled to participate in the Company’s MOP and Bonus Programs and any other incentive, equity-based and deferred compensation plans and programs or arrangements or any successor programs or plans thereto or thereunder (collectively, the “Plan”). Subject to approval by the board of directors of the Company (the “BoardIncentive Programs”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company (the “Award”). The specific structure of the Awardin each case, namely early exercisable option grant, restricted stock award, or restricted stock unit, will as may be in effect from time to time and as may be determined by the Board. The Subject to the Executive’s making the Investment in the Company will seek Board approval for contemplated by Section 8 of this RSA at a regularly scheduled meeting of Agreement, the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date Committee will, as soon as practicable after Executive makes such Investment (but in no event later than five business days thereafter), award Option Rights (the “Vesting Commencement DateInitial Grant”) consistent with the provisions of Exhibit A, which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that the Company’s stockholders shall approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a Change of Control or January 1, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for (the “Amendment”). The Award In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit A, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of Control definition in effect as of the Effective Date constituting a “Change of Control”). Except as otherwise set forth in Section 8 hereof, Shares acquired on exercise of any stock option will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary terms and conditions of your Vesting Commencement Date, the Stockholders Agreement. The Company and the balance vesting in equal shares on a quarterly basis during years two through three in accordance Executive acknowledge that they will agree to provide the Company with the Plan right to require the Executive and other executives of the Company to waive any registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the terms set forth in other executives’ loss of liquidity; provided that if the CompanyExecutive’s standard form of grant employment is terminated without Cause or award agreement. If the Board approved structure of the Award is a restricted stock unitfor Good Reason, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that Executive shall fully vest upon the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not date of termination in any grant made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofunder such IPO bonus plan.

Equity Compensation. The Company maintains Subject to the 2023 terms of the Company’s 2016 Equity Incentive Plan (the “Plan”). Subject to ) and approval by the board of directors of the Company (Board or Compensation Committee, at the “Board”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled next regular meeting of the Board or the Compensation Committee on or following your Hire Date . Vesting commencement the Effective Date, the Employee will be granted options to purchase up to 40,000 shares of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be Company’s common stock, subject to a vesting over three (3) years with one-fourth vesting shareholder approval of an increase in the number of shares available under the Plan, on the one terms and conditions determined by the Board or the Compensation Committee, with an exercise price of $5.00 per share (1) year anniversary provided that the Board or the Compensation Committee determines that such exercise price represents no less than fair market value per share on the date of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three grant in accordance with the Plan and Plan). The shares subject to the option shall be fully vested upon grant. During the Term, subject to the terms set forth and conditions established within the Plan or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Employee also shall be eligible to receive from time to time stock options, stock unit awards, performance shares, performance units, incentive bonus awards, other cash-based awards and/or other stock-based awards (as permitted by the Plan), in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion. Notwithstanding anything in the Company’s standard form of grant or award agreement. If Plan to the Board approved structure of the Award is a restricted stock unitcontrary, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors if (i) have not made the Termination Date occurs at least six (6) months after October 11, 2017 and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult the Employee is terminated without Cause (as defined in Section 4.1(b)) or resigns with your own independent tax Good Reason (as defined in Section 4.1(c)) within twenty-four (24) months following a Change in Control (as defined in Section 5.19), in lieu of the application of Section 4.1(d)(ii), the Employee shall receive accelerated vesting of all unvested options upon the Termination Date and accounting advisors with respect all of the Employee’s outstanding vested stock options shall remain exercisable for a period of twelve (12) months, measured from the Termination Date (but in no event later than the expiration date of their term); provided, however, that in the event stock options under the Plan are cancelled or otherwise terminated pursuant to the potential tax implications Plan in connection with such Change in Control, the Employee’s stock options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(d) shall be deemed an amendment to each award agreement entered into by the Employee evidencing a grant of stock options, whether entered into prior to October 11, 2017 or during the Term (but, in no event shall this Section 3.1(d) be deemed an amendment to any award agreement entered into after expiration of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofTerm).

Equity Compensation. The Company maintains You have been granted options (the 2023 Equity Incentive “Options”), under the Paratek Pharmaceuticals, Inc. 2015 Inducement Plan (the “Inducement Plan”). Subject , to approval purchase 160,000 shares of the Company’s Common Stock, at fair market value as determined by the board of directors Board as of the Company date of grant. The Options will be governed in full by the terms and conditions of the Inducement Plan and your individual grant agreement; provided, however, subject to your continued service (as defined in the Inducement Plan), the Options will vest over a four (4)-year vesting period, under which twenty-five percent (25%) of your shares will vest after twelve (12) months of employment, with the remaining shares vesting monthly thereafter over the remaining thirty-six (36)-month period. You have been granted Restricted Stock Units (“RSUs”) under the Transcept Pharmaceuticals, Inc. 2006 Incentive Award Plan, as amended and restated (the “Board2006 Plan”), the Company will issue you an award under the Plan for 215,000 35,000 shares of Common Stock of the Company. The RSUs will be governed in full by the terms and conditions of the 2006 Plan and your individual Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement; provided, however, subject to your continued service with the Company as defined in the 2006 Plan, the RSUs shall vest and shares of Common Stock shall be issuable upon the three (3)-year anniversary of the grant date. Xxxxxxx Xxxxx February 4, 2015 At-Will Employment Relationship You may terminate your employment with the Company at any time, with or without Good Reason, and with or without advance notice, and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without Cause, and with or without advance notice. Your employment at-will status can only be modified in a written agreement approved by the Board and signed by you and a duly authorized Member of the Board. Payments upon Termination Other than Without Cause or with Good Reason Upon termination of your employment for any reason other than by the Company without Cause or by you with Good Reason, you shall be paid all accrued but unpaid Base Salary, any earned but unpaid bonus, reimbursement for business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation (collectively, the “AwardAccrued Payments”). The specific structure of the AwardYour Options shall terminate, namely early exercisable option grantas to all unvested shares, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereoftermination date.

Equity Compensation. The Company maintains (a) Holdings shall grant Executive a nonqualified stock option under the 2023 Equity Holdings 2015 Incentive Award Plan (the “PlanInitial Stock Option”) to purchase 325,000 shares of Holdings’ common stock. The Initial Stock Option shall be granted on the first business day of the month subsequent to the 30th day following the date of the Distribution (such date, the “Grant Date”), subject to Executive’s continued service through the Grant Date. The per share exercise price of the Initial Stock Option shall be equal to the fair market value of a share of Holdings’ common stock on the Grant Date. Subject to approval by Executive’s continued service with the board of directors Company, and further subject to Sections 12(b)—(d) hereof, the Initial Stock Option shall vest and become exercisable (i) with respect to 25% of the Company (shares subject thereto on the “Board”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock first anniversary of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Effective Date (the “Vesting Commencement DateFirst Anniversary”). The Award will be ) and (ii) with respect to 75% of the shares subject to a vesting thereto in equal quarterly installments over the three (3) years year period following the First Anniversary with one-fourth the first such installment vesting on the one (1) year date that is three months after the First Anniversary and the twelfth and final installment vesting on the fourth anniversary of your Vesting Commencement the Effective Date. The Initial Stock Option shall have a maximum term of eight years, subject to earlier termination in connection with Executive’s termination of service, and (subject to such maximum term) the balance vesting vested portion of the Initial Stock Option shall remain exercisable for 12 months after the termination of Executive’s service for any reason other than a termination for Cause. The Initial Stock Option shall, among other ways, be exercisable by Executive pursuant to a same day exercise and sale of shares (a “Cashless Exercise”) and Executive may also in equal his discretion utilize Cashless Exercise to pay for applicable tax withholding arising upon exercise, subject to Holdings’ xxxxxxx xxxxxxx policy. The shares underlying the Initial Stock Option shall be covered by an effective registration statement (on a quarterly basis during years two through three in accordance Form S-8 or other form) filed with the Plan Securities and Exchange Commission under the Securities Act of 1933, as amended. If there is a Change in Control and the terms set forth Initial Stock Option is not continued, converted, assumed or replaced by the surviving or successor entity in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unitsuch Change in Control, then the Award will also be unvested portion of the Initial Stock Option shall fully vest and become exercisable on an accelerated basis as of immediately before such Change in Control, subject to a liquidity event vesting conditionExecutive’s continued service until at least immediately prior to such Change in Control. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value The provisions of the Company Initial Stock Option agreement shall replicate or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications incorporate all of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofforegoing terms in this Section 8(a).

Equity Compensation. As of the Effective Date and as a material inducement to the Officer to enter into employment with the Company, the Compensation Committee granted to the Officer a warrant to purchase 70,000 shares of the Company’s common stock, no par value (the “Common Stock”), with an exercise price per share equal to the $5.90 per share (the “Warrant”). The Warrant shall vest one third (1/3) on each of the three subsequent anniversaries of the Effective Date. All vesting requires that the Officer is employed by the Company maintains on such date, provided however, that if the 2023 Equity Officer resigns for “Good Reason,” or a “Change in Control” occurs while the Officer is employed by the Company, then the Warrant shall immediately become one hundred percent (100%) vested. The Warrant shall be exercisable for cash, or at the option of the Officer, in a cashless exercise (by reducing the number of shares he receives upon exercise by a number of shares with a then Fair Market Value equal to the aggregate exercise price of the shares purchased). The Warrant shall be evidenced by a warrant certificate bearing restrictive legends and otherwise not inconsistent with this Agreement. As a material inducement to the Officer to enter into employment with the Company, the Compensation Committee shall also grant to the Officer promptly following the “Filing Date” and in no event later than March 15, 2014, 30,000 shares of the Company’s restricted Common Stock pursuant to the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). Subject , subject to approval by the board of directors of the Company vesting as provided herein (the “BoardRestricted Stock”). The Restricted Stock shall vest one third (1/3) on each of the three subsequent anniversaries of the Effective Date. All vesting requires that the Officer is employed by the Company on such date, provided however, that if the Officer resigns for “Good Reason,” or a “Change in Control” occurs while the Officer is employed by the Company, then the Restricted Stock shall become one hundred percent (100%) vested upon the later of the date of such event or the date of issuance of the Restricted Stock. The Restricted Stock shall be evidenced by a restricted stock agreement bearing restrictive legends and otherwise not inconsistent with this Agreement. In the event that a (i) Change in Control occurs prior to March 15, 2014 while the Officer is employed by the Company or (ii) the Officer resigns his employment for Good Reason prior to March 15, 2014 and the Compensation Committee has not yet granted the Officer the Restricted Stock pursuant to the terms of this Agreement, the Company will issue you Compensation Committee shall grant the Officer a cash payment equal to the fair market value of the Restricted Stock as of the date of the occurrence of the Change in Control or the date of the Officer’s resignation for Good Reason (as applicable). The Officer understands and acknowledges that (i) the issuance of the Common Stock issuable upon the exercise of the Warrant or portion thereof and the issuance of the Restricted Stock may be made only if such issuance is subject to an award under effective registration statement or an exemption from the Plan for 215,000 registration requirements of the Securities Act and any applicable state securities laws is available; and (ii) all shares of Common Stock issuable upon exercise of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, Warrant and the balance vesting in equal shares on a quarterly basis during years two through three Restricted Stock may be disposed of only in accordance with the Plan Securities Act of 1933, as amended, and any applicable state securities laws. The Officer shall be eligible to receive future grants of equity compensation at the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure discretion of the Award is a restricted stock unitCompensation Committee. For purposes of this Agreement, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that following terms shall have the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereoffollowing meanings.

Equity Compensation. The Company maintains As a material inducement to the 2023 Equity Incentive Plan (Executive accepting employment with the “Plan”). Subject to approval by Company, effective on the board of directors of the Company (the “Board”)Commencement Date, the Company will issue you Executive shall be granted an award under the Plan for 215,000 option to purchase 12,654,318 shares 1 of Common Stock of the Company (which equates to 15% of the Company’s fully diluted capitalization post grant and post option pool increase) (the “AwardOption”). The specific structure Option shall be granted pursuant to the terms and conditions of the AwardCompany’s 2014 Stock Incentive Plan and/or outside of such equity plan as an “inducement award.” The shares subject to the Option shall vest in equal monthly installments over a four-year period commencing on the Commencement Date. The Option shall have a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant. In the event of a Change in Control (save and except for a Change in Control resulting from a sale of the Company’s shares by Jxxx Xxxxxxx to Wxxxxxx Xxxxxxxxx’’2), namely early exercisable option grant, restricted stock award, or restricted stock unit, will such Option (and any other equity awards then held by the Executive) shall accelerate and vest in full immediately prior to such Change in Control. The Executive shall be eligible to receive additional equity compensation in the future under the Company’s equity incentive plan as determined by the BoardBoard or the Compensation Committee from time to time. The Company will seek Board approval for this RSA at a regularly scheduled meeting In addition, the Executive shall be granted an additional option to purchase shares of the Board Company’s Common Stock as soon as possible following your Hire Date . Vesting commencement the Company’s first completed equity financing that occurs after the Commencement Date, subject to the Board’s approval of the RSA price at which the Company’s equity securities are sold in such financing transaction, such that the goal of the Executive’s beneficial ownership of the Company following such financing will be your Hire Date (for the “Vesting Commencement Date”)Executive to have the right to purchase no less than 15% of the Company’s fully diluted capitalization post grant. The Award will Any such new option shall have an exercise price equal to the then fair market value of the Common Stock on the date of grant and shall be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in of the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereof2014 Stock Incentive Plan.

Equity Compensation. The Company maintains Subject to the 2023 Equity Incentive Plan confirmation of the -------------------- Company's Chapter 11 plan of reorganization (the “"Plan”). Subject to approval by the board of directors of the Company (the “Board”"), the "Reorganized Company" (defined as the Company will issue you an award under as it may be constituted upon and immediately following the Plan for 215,000 shares of Common Stock consummation of the Company Plan) will implement a stock option plan (the “Award”"New Management Incentive Plan"). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, which will not be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years inconsistent with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in this Section 3(c), under which the Reorganized Company will grant to the Executive, as of the "Effective Date" (defined as the date on which the Plan is consummated), options to purchase 2.5% of the fully diluted Common Stock of the Reorganized Company’s standard form , after exercise of grant the options (the option to purchase any one share of Reorganized Company Common Stock hereafter referred to as an "Option"). Each Option shall have an exercise price equal to the price per share of the Common Stock of the Reorganized Company on the Effective Date, as set forth in the section of the Disclosure Statement for the Plan describing the New Management Incentive Plan, as filed with the Bankruptcy Court; provided, however, that if the Disclosure Statement does not provide a specific exercise price for the Options, then the exercise price for the Options shall equal the per share price (or award agreementthe midpoint value of such per share price) of the Reorganized Company Common Stock as set forth in the section of the Disclosure Statement describing the reorganization value of the Reorganized Company. The Options shall be subject to four year vesting under which the Executive may exercise 25% of the Options after the first anniversary of the Commencement Date, subject to the Executive's continued employment with the Company (other than as stated herein). The remainder of the Options shall vest and become exercisable ratably on each monthly anniversary during the 36 month period following the first anniversary of the Commencement Date, subject to the Executive's continued employment with the Company (other than as stated herein). The Options shall not expire until the date that is nine years from the Effective Date; provided that such Options (whether or not vested) shall expire immediately upon termination of the Executive's employment for Cause. If the Board approved structure Executive is terminated by the Company without "Cause," in accordance with Section 6(c) herein, or if the Executive terminates his employment for "Good Reason," in accordance with Section 6(f) herein, any unvested Options will expire as of the Award date of such termination, and any unexercised vested Options shall expire on the earlier of the expiration date of the Option or the date that is twelve months after the date of such termination. If the Executive's employment is terminated due to death or disability (in accordance with Section 6(b) herein), any unvested Options will expire as of the date of such termination, and any unexercised vested Options shall expire on the earlier of the expiration date of the Option or the date that is twelve months after the date of such termination. If the Executive terminates his employment other than for Good Reason in accordance with Section 6(f) herein, any unvested Options and one-half of the unexercised vested Options will expire as of the date of such termination, and the remaining one-half of the Executive's Options that were vested and unexercised as of the date of such termination shall expire on the earlier of the expiration date of the Option or the date that is three months after the date of such termination. Notwithstanding the foregoing, the Options shall become fully vested upon the occurrence of a restricted Change in Control (as defined below). The Options shall have such other terms and conditions as are set forth in the New Management Incentive Plan and stock unitoption agreement, then including, but not limited to, a formal "cashless exercise" program maintained with an outside broker. The Executive's option agreement shall contain a provision that authorizes the Award will also Executive to require the Company to withhold shares of Common Stock from the shares of Common Stock that would otherwise be subject issuable to the Executive as a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that result of the exercise of the Common Stock under the Option in order to satisfy the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent 's required tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofwithholding obligation.

Equity Compensation. The Company maintains Subject to the 2023 terms and conditions of the Company’s 1999 Equity Incentive Compensation Plan (the “Plan”), you shall be eligible to participate in the Plan, and shall be eligible to receive stock option and/or restricted stock grants under the Plan. Subject to approval The timing, amounts, term, vesting schedule and other terms and conditions of such grants, if any, shall be approved by the board Compensation Committee in its sole discretion. Termination for Cause You may be terminated for “Cause” for the following reasons: (1) dishonesty or willful misconduct which xxxxx the Company or its reputation, (2) conviction of directors a crime which in the Company’s view makes you unfit to continue in your position, (3) substance abuse for which you fail, after notice, to undergo and complete treatment, or (4) repeated or willful failure to carry out the lawful directions of the Company (Chief Executive Officer or Board of Directors after written notice and a fifteen day period to cure and the “Board”), the Company will issue you an award under the Plan for 215,000 shares opportunity to have a hearing in front of Common Stock of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. Salary Continuance: If, within six (6) months following a Change of Control, either the Company terminates you without Cause or you resign for Good Reason (as such term is defined below), you will receive (i) your salary through the date of your termination, together with any other compensation that had previously been earned by, or awarded to, you prior to such date, but not yet paid, plus (ii) a prorated bonus (if any bonus program is then in effect) for the fiscal year that includes the date of your termination, plus (iii) a severance benefit equal to twelve (12) months of your then-effective salary. The foregoing amounts shall be payable in a lump-sum, in cash, less any applicable withholding taxes, within ten (10) business days after the date of your termination. You must agree not to compete with the Company will seek Board approval for this RSA at twelve (12) months after the date of your termination as a regularly scheduled meeting condition to receiving these benefits. You may resign for Good Reason within six months following a Change of Control for the following reasons: (a) upon any material failure by the Company to comply with any of the material provisions of this Agreement, which failure continues unremedied for 10 business days after you have given the Board following of Directors written notice of such failure, (b) in the event that your Hire Date position with the Company is materially diminished or (c) in the event that the Company requires you to move more than fifty (50) miles from the Company’s current headquarters in Sebastian, Florida, in order to maintain your position with the Company. Vesting commencement If the Company terminates your employment without Cause and a Change of Control has not occurred, you will receive (i) your salary through the RSA will be date of your Hire Date termination, together with any other compensation that had previously been earned by, or awarded to, you prior to such date, but not yet paid, plus (ii) a prorated bonus (if any bonus program is then in effect) for the fiscal year that includes the date of your termination (the “Vesting Commencement Date”). The Award will foregoing amounts to be subject to payable in a vesting over three lump-sum, in cash, less any applicable withholding taxes, within ten (310) years with one-fourth vesting on business days after the one (1) year anniversary date of your Vesting Commencement Datetermination), and the balance vesting in equal shares on a quarterly basis during years two through three plus (iii) salary continuation (payable in accordance with the Plan and the terms set forth in the Company’s standard form normal payroll practices) as severance for a period of grant or award agreementtwelve (12) months after the date of your termination. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject You must agree not to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of compete with the Company or its securities, (ii) have advised you during the period of your salary continuance as a condition to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofreceiving these benefits.

Equity Compensation. The Company maintains As consideration for Feehan’s agreements contained herein and for the 2023 Equity Incentive Plan (purposes of satisfying the “Plan”). Subject to approval by the board terms of directors Section 4(c) of the Company (the “Board”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors 2013 Agreement with respect to the potential tax implications 2015 year, the Compensation Committee agrees to award Feehan a one-time grant of restricted stock units as soon as reasonably practicable following May 1, 2015 having a value of $1,500,000 and the number of RSUs in such grant shall be determined by dividing $1,500,000 by the average closing price of CAI’s common stock traded on the New York Stock Exchange for the 20 consecutive trading day period ending with the closing price of such stock on the day immediately preceding the grant date. The RSUs shall vest in equal one-fifth installments on each April 30 of 2016, 2017, 2018, 2019 and 2020. The other terms of the Award RSU award agreement shall be consistent with the RSU award agreements issued to officers of CAI in January 2015, except that the vesting requirements shall be amended to provide that (A) the award will remain eligible to vest so long as Feehan remains continuously (i) employed by CAM or any of its subsidiaries or other affiliates, and/or (ii) a member of the Board through the applicable vesting date. In addition, if Feehan ceases to be an employee of CAM and/or member of the Board during the Term due to death or disability, a prorata portion of the then unvested RSUs that are scheduled to vest on the next scheduled vesting date following such death or disability (prorated based on the period of time Feehan is employed or is serving on the Board between the vesting date that occurred immediately prior to such death or disability and (iiithe next vesting date scheduled to occur following such death or disability) have not made will vest for the benefit of, and do not make be payable to, Feehan if such cessation is due to disability, or if such cessation is due to death, for the benefit of, and be payable to his designated beneficiary or, if no beneficiary has been designated, in the name of his estate. During the Term neither the Board nor the Compensation Committee intends to grant any representation additional long-term incentive awards to Feehan, including stock options, restricted stock, restricted stock units or warrantyother equity compensation; provided, express or impliedhowever, regarding your personal tax obligations with respect after the Effective Date and through the remainder of the Term Feehan shall be entitled to receive the same annual grants of CAI equity pursuant to the receipt Cash America International, Inc. 2014 Long Term Incentive Plan that other directors serving on the Board receive for so long as Feehan is elected as a director of CAI at each applicable meeting of shareholders during the Award or any vesting or exercise thereofTerm.

Equity Compensation. The Company maintains You have been granted options (the 2023 Equity “Options”), under the Transcept Pharmaceuticals, Inc. 2006 Incentive Award Plan (the “2006 Plan”). Subject , to approval purchase 125,391 shares of the Company’s Common Stock, at fair market value as determined by the board Board as of directors the date of grant. The Options will be governed in full by the terms and conditions of the 2006 Plan and your individual grant agreement; provided, however, the Options shall vest, subject to your continued service with the Company (as defined in the “Board”2006 Plan), in three equal tranches of 41,797 Options shares each. The first tranche of Options shares shall vest monthly in equal installments over a forty-eight (48)-month period commencing on January 1, 2015, and the Company will issue you an award other two tranches shall vest in part based on performance milestones, as specified by the Board. You have been granted Restricted Stock Units (“RSUs”) under the Plan 2006 Plan, for 215,000 35,000 shares of Common Stock of the Company. The RSUs will be governed in full by the terms and conditions of the 2006 Plan and your individual Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement; provided, however, subject to your continued service with the Company as defined in the 2006 Plan, the RSUs shall vest and shares of Common Stock shall be issuable upon the three (3)-year anniversary of the grant date. Xxxx Xxxxxxx February 4, 2015 At-Will Employment Relationship You may terminate your employment with the Company at any time, with or without Good Reason, and with or without advance notice, and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without Cause, and with or without advance notice. Your employment at-will status can only be modified in a written agreement approved by the Board and signed by you and a duly authorized Member of the Board. Payments upon Termination other than without Cause or with Good Reason Upon termination of your employment for any reason other than by the Company without Cause or by you with Good Reason, you shall be paid all accrued but unpaid Base Salary, any earned but unpaid bonus, reimbursement for business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation (collectively, the “AwardAccrued Payments”). The specific structure of the AwardYour Options shall terminate, namely early exercisable option grantas to all unvested shares, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms set forth in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereoftermination date.

Equity Compensation. The Company maintains As soon as practicable following the 2023 Equity Incentive Plan closing of the Merger, Parent shall grant Executive stock options with a 10-year term to purchase shares of the Class A common stock of Parent (the “PlanOptions”)) having an aggregate exercise price of $150 million, with a per share exercise price equal to the price per share paid by Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P. and/or their respective affiliates (collectively, the “SLP Investors”) to acquire shares of the Class B common stock of Parent in the Merger. Subject to approval Executive’s continued employment with Parent and the Company or continued service as a director on the Company Board or the Parent Board on each applicable vesting date, the Options will vest at a rate of 20% per year on each of the first five anniversaries of the closing of the Merger. Upon the latest of (X) a resignation of Executive’s employment by Executive, (Y) a termination of Executive’s employment by the board Company for “Cause” (defined in the same manner as “cause” is defined in the Stockholders Agreement among Parent and the various equity investors therein, dated as of directors , 2013 (the “Stockholders Agreement”)), and (Z) Executive ceasing to serve as a member of the Company Board or the Parent Board, all unvested Options will be forfeited for no consideration. Vested Options shall remain exercisable for (i) 90 days following the “Board”latest of (A) the date on which Executive resigns his employment, (B) the date Executive’s employment is terminated by the Company for Cause, and (C) the date on which Executive ceases to serve as a member of both the Parent Board and the Company Board (but in no event later than the expiration of the 10-year term of the Options), or (ii) in all other cases, the Company will issue you an award under the Plan for 215,000 shares of Common Stock remainder of the Company (the “Award”). The specific structure 10-year term of the Award, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the BoardOptions. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will All Options shall be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary customary terms of your Vesting Commencement Date, and an equity incentive plan to be implemented following the balance vesting in equal shares on a quarterly basis during years two through three in accordance with closing of the Plan Merger and the terms set forth of the applicable award agreement; provided, that such terms shall include (w) a cashless “net exercise” feature, (x) tax withholding being able to be satisfied by the withholding of shares otherwise deliverable upon exercise of the Options, (y) no limitations or restrictions on the Class A common stock of Parent purchased through exercise of the Options other than as contained in the Company’s standard form of grant or award agreement. If the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award Stockholders Agreement and (iiiz) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any accelerated vesting or exercise thereofupon a “Change in Control” (as defined below).

Equity Compensation. The Company maintains (i) On or as soon as reasonably practicable following the 2023 Equity Effective Date, Executive will be granted 40,000 restricted shares of the Company’s common stock (the “Restricted Shares”), pursuant to the terms of the Company’s 2015 Long-Term Incentive Plan (the “PlanLTIP”)) and a separate restricted stock agreement that will be entered into with Executive. Subject to approval by The Restricted Shares shall vest in equal installments on the board of directors first four anniversaries of the Company (Effective Date, subject to continued employment on the “Board”), applicable vesting date and the Company will issue you an award under the Plan for 215,000 shares of Common Stock terms of the Company (the “Award”). The specific structure of the Award, namely early exercisable option grant, restricted stock awardagreement, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award will and shall not be subject to a vesting over three any performance-based or other conditions (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and the terms except as set forth in the CompanyLTIP or the restricted stock agreement); provided, however, that if Executive’s standard form of grant employment terminates due to death, Disability, without Cause, or award agreement. If for Good Reason pursuant to Sections 3(a)(i), (ii), (iv) or (vi) prior to the Board approved structure fourth anniversary of the Award is a restricted stock unitEffective Date, then the Award will also portion of the Restricted Shares scheduled to vest on the next regular anniversary vesting date shall vest and become non-forfeitable as of immediately prior to the Date of Termination (and any remaining unvested Restricted Shares shall be subject forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the restricted stock agreement covering the Restricted Shares to the contrary: (x) upon a liquidity event Change in Control (as defined in the LTIP) prior to full vesting condition. By accepting this offerof the Restricted Shares, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company unvested amount of the Restricted Shares shall be retained in Executive’s favor under comparable terms as Executive had prior to such Change in Control (which retention may be in the form of stock, cash, or its securitiesa combination thereof); and (y) if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or (vi), in either event within one year following the occurrence of a Change in Control, then 100% of the then unvested Restricted Shares (iior the comparable equivalent as provided for in (x) have advised you above) shall accelerate and vest and become non-forfeitable as of immediately prior to consult with your own independent tax and accounting advisors the Date of Termination. For the avoidance of doubt, with respect to the potential tax implications Restricted Shares, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Award and (iii) have not made and do not make any representation or warrantyrestricted stock agreement covering such Restricted Shares, express or implied, regarding your personal tax obligations with respect to the receipt terms of the Award or any vesting or exercise thereofthis Agreement shall control.

Equity Compensation. The Company maintains During the 2023 Equity Incentive Plan Employment Term, the Executive will be eligible to participate in the Company’s MOP and any other incentive, equity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder (collectively, the “Plan”). Subject to approval by the board of directors of the Company (the “BoardIncentive Programs”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company (the “Award”). The specific structure of the Awardin each case, namely early exercisable option grant, restricted stock award, or restricted stock unit, will as may be in effect from time to time and as may be determined by the Board. The Company will seek Board approval for this RSA at , on a regularly scheduled meeting basis no less favorable to the Executive than to other senior executives who participate in such Incentive Programs (other than with respect to the Chief Executive Officer of the Board following your Hire Date . Vesting Company or an executive’s commencement of employment with, or promotion within, the RSA will be your Hire Date Company) generally. Subject to the Executive’s making the Investment in the Company contemplated by Section 8 of this Agreement, the Committee will, as soon as practicable after the Executive makes such Investment (but in no event later than five business days thereafter), award 175,000 Option Rights (the “Vesting Commencement DateInitial Grant”), which Initial Grant will be awarded in two (2) tranches, will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit C attached hereto; provided, that the Company’s stockholders shall approve an amendment to the MOP as set forth in Exhibit C prior to the earlier of a Change of Control (as defined in the MOP) or January 1, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for (the “Amendment”). The Award In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of Control definition in effect as of the Effective Date constituting a “Change of Control”). Except as otherwise set forth in Section 8 hereof, Shares acquired on exercise of any stock option will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary terms and conditions of your Vesting Commencement Date, the Stockholders’ Agreement. The Company and the balance vesting in equal shares on a quarterly basis during years two through three in accordance Executive acknowledge that they will agree to provide the Company with the Plan right to require the Executive and other executives of the Company to waive any registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the terms set forth in other executives’ loss of liquidity; provided that if the CompanyExecutive’s standard form of grant employment is terminated without Cause or award agreement. If the Board approved structure of the Award is a restricted stock unitfor Good Reason, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that Executive shall fully vest upon the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not date of termination in any grant made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofunder such IPO bonus plan.

Equity Compensation. The Company maintains will grant you two options to purchase shares of Class A common stock (each, an “Option” and together, the 2023 “Options”), effective as of January 6, 2023. The exercise price per share of the Options will be equal to the closing price quoted on the Nasdaq Global Select Market on the date the Option is granted, January 6, 2023. The Options will be granted in accordance with and subject to the Company’s 2017 Equity Incentive Plan (the “Plan”)) and related documents, including the award grant notices that you will be required to sign. Subject to approval by the board of directors of the Company The first Option, for 150,000 shares (the “BoardCliff Vesting Option”), will vest upon the earlier to occur of July 5, 2023 and the first day of employment of a successor Chief Executive Officer, subject to your continued service with the Company will issue as Chief Executive Officer (and not service in any other capacity) through such vesting date. Notwithstanding the foregoing, in the event (a) the Company terminates your employment as Chief Executive Officer without Cause (as defined below), whether or not in connection with a Change in Control (as defined below), prior to July 6, 2023, or (b) you an award under the Plan resign from your position as Chief Executive Officer for 215,000 shares of Common Stock Good Reason (as defined below), then 100% of the Company (the “Award”). The specific structure shares shall be deemed immediately vested and exercisable as of your last day of employment as Chief Executive Officer of the AwardCompany. In the case of either (a) or (b) as set forth in the previous sentence, namely early exercisable option grant, restricted stock award, or restricted stock unit, will be as determined by the Board. The Company will seek Board approval for this RSA at a regularly scheduled meeting acceleration of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Award vesting will be subject to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Date, execution and the balance vesting effectiveness of a release of claims in equal shares on favor or and in a quarterly basis during years two through three in accordance form provided by the Company. The second Option, for 50,000 shares, will vest upon the first day of employment of a successor Chief Executive Officer, provided the successor is offered the role prior to July 5, 2023, subject to your continued service with the Plan Company as Chief Executive Officer (and not service in any other capacity) through such first date of employment. The Options will cease to be exercisable after your Continuous Service (as defined in the terms Plan) has ended, with the applicable expiration date being set forth in the award agreement for the Option. Any other options or restricted stock units for the Company’s standard form of grant or award agreement. If Class A common stock granted to you previously will be governed by the Board approved structure of the Award is a restricted stock unit, then the Award will also be subject applicable plan and related documents pursuant to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofwhich they were granted.

Equity Compensation. The Executive will receive a grant of restricted stock covering 400,000 shares of Company maintains the 2023 Equity Incentive Plan common stock (the “Plan”). Subject to approval by the board of directors of the Company (the “Board”), the Company will issue you an award under the Plan for 215,000 shares of Common Stock of the Company (the “Initial Equity Award”). The specific structure Initial Equity Award will vest as follows: (i) 20% of the Awardshares subject to the Initial Equity Award will vest on December 15, namely early exercisable option grant2014 (the “Initial Award First Vesting Date”); and (ii) 20% of the shares subject to the Initial Equity Award will vest on each anniversary of the Initial Award First Vesting Date thereafter, restricted stock awardin each case, subject to Executive’s continued service to the Company through each vesting date or restricted stock unitas otherwise provided herein. Notwithstanding anything herein to the contrary, Executive agrees that he will not sell, pledge, hypothecate or otherwise transfer or dispose of any shares subject to the Initial Equity Award (other than shares withheld or sold to satisfy required tax withholding obligations) prior to the 2nd anniversary of the Effective Date (the “Initial Award Share Restriction”). The Initial Award Share Restriction shall lapse on the 2nd anniversary of the Effective Date or as otherwise provided herein. The Executive will be eligible for equity awards in future fiscal years which may be based on achievement of applicable performance conditions at the maximum level specified and satisfaction of applicable time-based vesting conditions. Any future equity awards shall be in the sole discretion of the Committee. The awards will be subject to the Company’s then standard terms and conditions for grants and may also be subject to performance based vesting, all as determined by the BoardCommittee in its discretion. The Company Executive will seek Board approval for this RSA at a regularly scheduled meeting have the opportunity to discuss the nature of any applicable performance goals with the Committee prior to such performance goals being established. The tax withholding obligations related to the vesting of the Board following your Hire Date . Vesting commencement of the RSA will be your Hire Date (the “Vesting Commencement Date”). The Initial Equity Award will be subject satisfied by the Company withholding otherwise issuable shares having a fair market value equal to a vesting over three (3) years with one-fourth vesting on the one (1) year anniversary of your Vesting Commencement Dateminimum statutory amount required to be withheld, and the balance vesting in equal shares on a quarterly basis during years two through three in accordance with the Plan and Company’s then-current tax withholding practice for executive officers generally. Notwithstanding anything in this Section 4(c) to the terms set forth in contrary, the Company’s standard form ability to grant equity awards, other than the Initial Equity Award, under Company stock plans is subject to stockholder approval of grant or award agreement. If the Board approved structure reservation of the Award is a restricted stock unit, then the Award will also be subject to a liquidity event vesting condition. By accepting this offer, you acknowledge and agree that the Company, its directors, officers, employees, attorneys, accountants and advisors (i) have not made and do not make any representation or warranty, express or implied, regarding the past, current or potential future value requisite number of the Company or its securities, (ii) have advised you to consult with your own independent tax and accounting advisors with respect to the potential tax implications of the Award and (iii) have not made and do not make any representation or warranty, express or implied, regarding your personal tax obligations with respect to the receipt of the Award or any vesting or exercise thereofshares.