Common use of Equity Compensation Clause in Contracts

Equity Compensation. Subject to the approval by the Board, you will be granted the right to purchase a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. (a) Subject to the approval by the BoardBoard and the closing of the Series C financing, the Company shall grant to you will be granted an incentive stock option (the right “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase a of that number of shares of the Company’s Common Stock (the “Purchase Right”)common stock such that your total equity ownership, which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds grant, is equal 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 be governed by the terms and conditions of 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) 251.4% of the total number of shares subject to the Purchase Right will vest on the 12-month anniversary of the Start DateCompany’s common stock on a fully diluted basis, 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 exercise at a price per share subject to the Purchase Right will be equal to the fair market value at the time of one share Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company’s Common Stock . You may be eligible to receive such future stock option grants as determined by the Board in good faith shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by your continued service with the Company to you in the futurewill immediately vest if, shall be subject to acceleration during your employment, a Change of vesting substantially as follows: If within a Sale Event Window Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (a6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below), ) or (b) you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in either case other than the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a result “Change of death Control” shall mean: (i) a merger or disabilityconsolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and provided the Company issues shares of its capital stock pursuant to such termination constitutes merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a “separation from service” within subsidiary of the meaning of Treasury Regulation Section 1.409A-1(h), and subject to your signing Company in which the Separation Agreement (as defined below) and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% beneficial owners of the shares that are subject to vesting and are unvested as of capital stock of the date Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such termination will immediately become fully vested surviving or resulting corporation; (ii) the “Double-Trigger Acceleration”sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any forfeiture person or lapsing entity or group of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on affiliated persons or before that sixtieth (60th) dayentities.

Equity Compensation. Subject Beginning with the Company’s fiscal year ending on January 31, 2008, Executive shall be eligible to receive an annual long-term incentive award equal in value to two hundred percent (200%) of his then current Base Salary, with a maximum award equal in value to three hundred percent (300%) of his then current Base Salary (the “LTI Target Amount” and together with the Cash Target Amount, the “Target Amount”). The actual amount of Executive’s annual long term incentive award, if any, shall be based on the degree to which the Company and/or the Executive met, for the fiscal year ending January 31, 2008 the Objective Criteria, or, for fiscal years commencing with the fiscal year that begins February 1, 2008, its or his objectives as established in accordance with the terms of the Executive Bonus Plan (the “EBP”), subject to the approval following: (i) one-third (1/3rd ) of the value of the LTI Target Amount grant shall be made in the form of restricted stock awards with the Company’s right of repurchase lapsing as to one-third (1/3rd) of such shares on each of the first three annual anniversary dates of the date of grant (the “Grant Date”) or another date determined by the BoardBoard to be appropriate (the “Vest Date”), you will and the number of such shares to be granted based on the right to purchase a number of shares closing price of the Company’s common stock (“Common Stock Stock”) on a date consistent with then Company policy for granting equity awards (the “Purchase RightMeasurement Date”), which as of the Effective Date is expected to represent 4.5March 30th of each year, (the “Time Vesting Restricted Stock”); (ii) one-third (1/3rd) of the value of the LTI Target Amount shall be made in the form of restricted stock awards with 100% of the fully diluted equity capitalization Company’s right of repurchase lapsing when the average closing price of a share of the Common Stock, as quoted on Nasdaq for ten consecutive trading days, exceeds twenty percent (20%) of the closing price of a share of Common Stock as quoted on Nasdaq on the Measurement Date (the “Vesting Premium”), and with the actual number of restricted shares to be granted based on an appropriate formula using the closing price of the Common Stock on the Measurement Date; provided, however, notwithstanding the foregoing, one-third of such restricted shares shall vest no earlier than the first anniversary of the Grant Date or the Vest Date, one-third of such restricted shares shall vest no earlier than the second anniversary of the Grant Date or the Vest Date, and one-third of such restricted shares shall vest no earlier than the third anniversary of the Grant Date or the Vest Date (the “Performance Based Vesting Restricted Stock”); and (iii) one-third (1/3rd) of the value of the LTI Target Amount shall be made in the form of stock options that shall vest in three equal installments on each of the first, second and third anniversaries of the Grant Date or the Vest Date, with the number of options determined using the Black-Scholes method of valuation, or other valuation as deemed appropriate by the Committee, and with the exercise price of such options not less than the Fair Market Value (as such term is defined in the option or incentive plans under which such award is made) per share of Common Stock of the Company immediately following (the first date on which “Options”). The remaining terms of such equity grants, if any, shall be determined by the Company has sold preferred stock with aggregate gross proceeds Committee and notwithstanding anything contained herein to the Company in the amount of at least $10,000,000 cumulatively to contrary such date. Any purchase of shares terms shall be subject to the Purchase Right will be governed by the terms and conditions of your stock purchase agreement the option or incentive plans under which such grants are made and will include on a repurchase option in favor basis consistent with equity grant policies of the Company that will be released as your shares vest then in accordance with the following vesting schedule: (x) 25% of the 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayeffect.

Equity Compensation. Subject to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”) and approval by of the BoardBoard or Compensation Committee, you upon or immediately following the final closing of the private placement offering of the Company’s common stock, the Executive will be granted the right options to purchase a up to the number of shares equal to two and one-half percent (2.5%) of the Fully-Diluted (as defined in the Plan) shares of the Company’s Common Stock (the “Purchase Right”)common stock, which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the 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 be governed by the terms and conditions determined by the Board or the Compensation Committee, with an exercise price of your stock purchase agreement and will include a repurchase option in favor $5.00 per share (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 the Company that will be released as your shares vest grant in accordance with the following Plan), with a vesting schedule: (x) 25% of schedule and other terms and conditions to be determined by the total shares Compensation Committee. During the Term, subject to the Purchase Right will vest on terms and conditions established within the 12Plan or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Executive also shall be eligible to receive from time to time stock options, stock unit awards, performance shares, performance units, incentive bonus awards, other cash-month anniversary of based awards and/or other stock-based awards (as permitted by the Start DatePlan), subject in amounts, if any, 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined approved by the Board or the Compensation Committee in good faith on the date the Board approves grant of the Purchase Rightits discretion. The Purchase Right, and any additional equity awards granted by the Company to you Notwithstanding anything in the futurePlan to the contrary, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined below), (a) in the Company terminates your employment event that Executive is terminated without Cause (as defined belowin Section 4.1(b), ) or (b) you terminate your employment for resigns with Good Reason (as defined belowin Section 4.1(c), and ) within twenty-four (24) months following a Change in either case other than as a 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 Control (as defined below) and the Separation Agreement becoming effective within sixty (60) days of such terminationin Section 5.19), then 100% in lieu of the shares application of Section 4.1(d)(ii), Executive shall receive accelerated vesting upon the Termination Date as if the Executive had provided service to the Company for an additional nine (9) months, and all of Executive’s outstanding vested stock options shall remain exercisable for a period of nine (9) 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 subject cancelled or otherwise terminated pursuant to vesting and are unvested the Plan in connection with such Change in Control, the Executive’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 Executive evidencing a grant of stock options, whether entered into prior to the Effective Date 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 date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”Term); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. The Company maintains the 2023 Equity Incentive Plan (the “Plan”). Subject to the approval by the Board, you will be granted the right to purchase a number board of shares directors of the Company’s Common Stock Company (the “Purchase RightBoard”), which is expected to represent 4.5% the Company will issue you an award under the Plan for 215,000 shares of the fully diluted equity capitalization Common Stock of the Company immediately (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 first date on which RSA will be your Hire Date (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“Vesting Commencement Date”). Any purchase of shares The Award will be subject to a vesting over three (3) years with one-fourth vesting on the Purchase Right will be governed by the terms and conditions one (1) year anniversary of your stock purchase agreement Vesting Commencement Date, and will include the balance vesting in equal shares on a repurchase option in favor of the Company that will be released as your shares vest quarterly basis during years two through three in accordance with the following vesting schedule: (x) 25% of Plan and the 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 terms set forth in monthly installments thereafter, subject in each case to your continuous service with the Company on each such vesting date. The exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by standard form of grant or award agreement. If the Board in good faith on the date the Board approves grant approved structure of the Purchase Right. The Purchase RightAward is a restricted stock unit, and any additional equity awards granted by then the Company to you in the future, shall Award will also be subject to acceleration 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 vesting substantially as follows: If within a Sale Event Window (as defined below)the Company or its securities, (aii) have advised you to consult with your own independent tax and accounting advisors with respect to the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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% potential tax implications of the shares that are subject 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 vesting and are unvested as the receipt of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); Award or any forfeiture vesting or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayexercise thereof.

Equity Compensation. Subject to You have been granted options (the approval by “Options”), under the BoardTranscept Pharmaceuticals, you will be granted Inc. 2006 Incentive Award Plan (the right “2006 Plan”), to purchase a number of 125,391 shares of the Company’s Common Stock (Stock, at fair market value as determined by the “Purchase Right”), which is expected to represent 4.5% Board as of the fully diluted equity capitalization date of the Company immediately following the 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 dategrant. Any purchase of shares subject to the Purchase Right The Options will be governed in full by the terms and conditions of the 2006 Plan and your stock purchase agreement and will include a repurchase option in favor of individual grant agreement; provided, however, the Company that will be released as your shares vest in accordance with the following vesting schedule: (x) 25% of the total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start DateOptions shall vest, subject to your continuous continued service with the Company (as defined in the 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 such vesting dateJanuary 1, 2015, and the other two tranches shall vest in part based on performance milestones, as specified by the Board. You have been granted Restricted Stock Units (y“RSUs”) 1/48th under the 2006 Plan, for 35,000 shares of Common Stock of the total shares 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 the Purchase Right will vest in monthly installments thereafter, subject in each case to your continuous continued service with the Company on each such vesting 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. The exercise price per share subject to Xxxx Xxxxxxx February 4, 2015 You may terminate your employment with the Purchase Right will be equal to the fair market value of one share of 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’s Common Stock as determined . 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 in good faith on the date the Board approves grant and signed by you and a duly authorized Member of the Purchase RightBoard. The Purchase Right, and Upon termination of your employment for any additional equity awards granted 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested your employment terminates, and all accrued but unused vacation (collectively, the “Double-Trigger AccelerationAccrued Payments”); any forfeiture or lapsing . Your Options shall terminate, as to all unvested shares, as of such shares shall be delayed until the sixtieth (60th) day after the date of such your termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daydate.

Equity Compensation. Subject to (I) Within fifteen days after the approval by the BoardEffective Date, you Executive will be granted a non-qualified stock option pursuant to the right Company's Amended and Restated 2004 Employee, Director and Consultant Incentive Plan (the "Stock Plan") to purchase a number of 100,000 shares of the Company’s Common Stock 's common stock (the “Purchase Right”"Time Vested Option"), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the 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 The Time Vested Option will be governed by granted pursuant to an effective registration statement, under the terms and conditions Securities Act of your stock purchase agreement and will include a repurchase option in favor of the Company 1933, that will be released as your shares vest in accordance is filed with the following vesting schedule: (x) 25% of the 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, Securities 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 dateExchange Commission. The Time Vested Option (i) will have a per-share exercise price per share subject to the Purchase Right will be equal to the fair market value of one a Company common share of the Company’s Common Stock as determined by the Board in good faith closing trading price of Company common shares on the grant date the Board approves and (ii) will vest and become exercisable as to 1/36th of such share grant amount each month commencing as of the Purchase RightEffective Date, subject to Executive's continuous "Service" with the Company. The Purchase RightFor purposes of this Agreement, and "Service" shall mean providing service to the Company (or any additional equity awards granted Company affiliate) as either a director, employee and/or consultant. (II) In the event that Executive's Employment is terminated for Cause by the Company to you the unexercised portion of the Time Vested Option at the time of such termination shall be immediately forfeited and cancelled without consideration. (III) Except as otherwise provided in this Agreement, the future, shall Time Vested Option will be subject to acceleration the Company's standard terms and conditions for executive stock option awards and will be issued pursuant to and consistent with the terms of vesting substantially the Stock Plan which includes a provision that options may be exercised in accordance with a cashless exercise program established with a securities brokerage firm. All stock options granted to Executive will have a ten-year maximum term and any vested portions of such options will remain exercisable after Executive's Employment terminates as follows, subject to the ten-year term: If within a Sale Event Window (i) if Executive's Employment terminates by the Executive with Good Reason or is terminated by the Company without Cause the options will remain exercisable for twelve (12) months, (ii) if Executive's Employment terminates voluntarily by the Executive without Good Reason such options, will remain exercisable for three (3) months, (iii) if Executive's Employment is terminated for Cause by the Company such options, will be forfeited as soon as the Executive is notified that he has been terminated for Cause as set forth in the Stock Plan, and (iv) if Executive's Employment terminates by reason of death or Disability (as defined below), in the Stock Plan) such vested options will remain exercisable for twelve (a12) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daymonths.

Equity Compensation. Subject to (i) Co-investment, Equity Grants. (A) As soon as reasonably practicable following the approval by the BoardEffective Time, you will be granted the right to purchase a number Executive shall make an investment in Parent or one of shares of the Company’s Common Stock its affiliates (the “Purchase RightInvestment Entity”) of an amount equal to fifty percent (50%) of the after-tax proceeds Executive receives in connection with the Acquisition in respect of Executive’s equity and equity-based awards in PGI (each share subject to such an award, a “PGI Share”), which is expected to represent 4.5% at the price per share paid by affiliates of The Blackstone Group L.P. (“Blackstone”) for common stock of the fully diluted equity capitalization Investment Entity (the “Deal Price”). (B) On each Escrow Release Date (as such term is defined in the Merger Agreement), Executive shall make an additional investment in the Investment Entity of an amount equal to fifty percent (50%) of the Company immediately following the first date after-tax proceeds Executive receives on which the Company has sold preferred such Escrow Release Date in respect of each PGI Share, at a per share price equal to “fair market value” of a share of common 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 be governed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor of the Company that will be released Investment Entity on the applicable Escrow Release Date, as your shares vest determined in accordance with the following vesting schedule: management equity program described in Section 1.2(c)(i)(C) below. (xC) 25% of the total shares subject The parties agree 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board work together in good faith on the date the Board approves to negotiate and agree upon an acceptable management equity grant program pursuant to which Executive will receive stock options in respect of the Purchase Right. The Purchase RightInvestment Entity’s common stock, and the parties further agree to review alternative structures for Executive’s investment that would permit such investment to be made on a tax-deferred basis, provided, however, that Parent shall not be required to offer any additional equity awards granted such structure. (ii) On April 23, 2013, provided Executive is an employee in good standing on such date, PGI shall provide Executive with a one-time award of a number of Parent Shares of the common stock of the Investment Entity determined by dividing $694,000 by the Company 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested Deal Price (the “Double-Trigger AccelerationEquity Award”); any forfeiture or lapsing of such shares . The Equity Award shall be delayed until payable in a single lump sum on such date, or such earlier date as provided in Section 2.1(b). PGI shall utilize share withholding to satisfy any applicable withholding taxes due with respect to the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayamount described in this Section 1.2(c)(iii), unless share withholding is prohibited under Parent’s financing documents.

Equity Compensation. Subject to You have been granted options (the approval by “Options”), under the BoardParatek Pharmaceuticals, you will be granted Inc. 2015 Inducement Plan (the right “Inducement Plan”), to purchase a number of 160,000 shares of the Company’s Common Stock (Stock, at fair market value as determined by the “Purchase Right”), which is expected to represent 4.5% Board as of the fully diluted equity capitalization date of the Company immediately following the 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 dategrant. Any purchase of shares subject to the Purchase Right The Options will be governed in full by the terms and conditions of the Inducement Plan and 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 total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Dateindividual grant agreement; provided, however, subject to your continuous 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 “2006 Plan”), for 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 on such vesting dateas defined in the 2006 Plan, the RSUs shall vest and shares of Common Stock shall be issuable upon the three (y) 1/48th 3)-year anniversary of the total shares subject to the Purchase Right will vest in monthly installments thereaftergrant date. Xxxxxxx Xxxxx February 4, subject in each case to 2015 You may terminate your continuous service employment with the Company on each such vesting date. The exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of at any time, with or without Good Reason, and with or without advance notice, and for any reason whatsoever simply by notifying the Company’s Common Stock as determined . 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 in good faith on the date the Board approves grant and signed by you and a duly authorized Member of the Purchase RightBoard. The Purchase Right, and Upon termination of your employment for any additional equity awards granted 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested your employment terminates, and all accrued but unused vacation (collectively, the “Double-Trigger AccelerationAccrued Payments”); any forfeiture or lapsing . Your Options shall terminate, as to all unvested shares, as of such shares shall be delayed until the sixtieth (60th) day after the date of such your termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daydate.

Equity Compensation. Subject (a) On the Effective Date, the Executive shall be granted special one-time awards of (i) a number of restricted stock units determined by dividing US$1,000,000 by the closing price of the Company’s common stock as reported on Nasdaq on the Executive’s first day of employment, or if there has been no sale on that date, on the last preceding date on which a sale occurred (the “Closing Price”) pursuant to and subject to the approval terms of the Restricted Stock Unit Award Agreement substantially in the form attached as Appendix A of this Agreement (the “Special RSUs”), (ii) a number of time-based stock options determined by dividing US$2,000,000 by the Boardcurrent Black/Scholes value of one option on the terms described herein with an exercise price equal to the Closing Price and subject to the terms of the Stock Option Award Agreement substantially in the form attached as Appendix B of this Agreement (the “Special Options”), you will be granted and (iii) a number of performance share units determined by dividing US$4,000,000 by the right Closing Price and subject to purchase a the terms of the Performance Share Unit Award Agreement substantially in the form attached as Appendix C of this Agreement (the “Special PSUs”). (b) Additionally, the Company shall grant an additional number of restricted stock units (the “Matching RSUs”) equal to the number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred common 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 be governed purchased by the terms and conditions of 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 total shares subject to the Purchase Right will vest Executive 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 exercise price per share subject to the Purchase Right will be equal to the fair open market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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) calendar days after Executive’s first day of employment, provided that the value of the Matching RSUs will not exceed US$1,000,000, with the value per share for this purpose equal to the average cost per share paid by Executive in making such purchases. The Matching RSUs shall be subject to the restrictions, terms and conditions set forth in the Restricted Stock Unit Award Agreement substantially in the form attached as Appendix A of this Agreement. All stock purchases by the Executive shall be in accordance with the Company’s xxxxxxx xxxxxxx policy. (c) On the Effective Date, the Company and the Executive shall execute the award agreements substantially in the forms attached as Appendix A (with respect to the Special RSUs), Appendix B (with respect to the Special Options) and Appendix C (with respect to the Special PSUs) (collectively, the “Special Award Agreements”), and with the exercise price of the Special Options equal to the Closing Price. Within 90 days following the Executive’s first day of employment, the Company and the Executive shall execute a Special Award Agreement substantially in the form attached as Appendix A with respect to the Matching RSUs and with the same vesting schedule applicable to the initial grant of the Special RSUs. The stock purchases made by the Executive during the first 60 days of such termination, then 100% employment shall be retained as part of the shares that Executive’s stock ownership requirement as further described in Section 7.2 and in accordance with the Company’s stock ownership policy. The Company shall have the right in its sole discretion to cancel all or part of the additional Matching RSU grant in the event the Executive, during the vesting period, disposes of any of the purchased stock. The equity grants described in paragraphs (a) and (b) above are intended to represent sign-on inducement awards and three years of grants representing annual long-term incentive participation. Any future restricted stock units (“RSUs”), stock options (“Options”), performance share units (“PSUs”) or other form of equity compensation award granted to the Executive shall be determined by the Board, in its discretion, and subject to vesting terms and are unvested as of the date conditions of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayaward grants.

Equity Compensation. Subject to the approval by the Board, The Company will grant you will be granted the right two options to purchase a number of shares of the Company’s Common Stock Class A common stock (each, an “Option” and together, the “Purchase RightOptions”), which is expected to represent 4.5% effective as of the fully diluted equity capitalization of the Company immediately following the 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 be governed by the terms and conditions of 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 total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start DateJanuary 6, 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 date2023. The exercise price per share subject to of the Purchase Right Options will be equal to the fair market value of one share of closing price quoted on the Company’s Common Stock as determined by the Board in good faith Nasdaq Global Select Market on the date the Board approves grant of the Purchase RightOption is granted, January 6, 2023. The Purchase RightOptions 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. The first Option, for 150,000 shares (the “Cliff Vesting Option”), will vest upon the earlier to occur of July 5, 2023 and any additional equity awards granted by the first day of employment of a successor Chief Executive Officer, subject to your continued service with the Company to you as Chief Executive Officer (and not service in any other capacity) through such vesting date. Notwithstanding the foregoing, in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined below), 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 terminate resign from your employment position as Chief Executive Officer for Good Reason (as defined below), and in either case other than as a 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 shares that are shall be deemed immediately vested and exercisable as of your last day of employment as Chief Executive Officer of the Company. In the case of either (a) or (b) as set forth in the previous sentence, acceleration of vesting will be subject to vesting your execution and are unvested the effectiveness of a release of claims in favor or and in a 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 Company as of the Chief Executive Officer (and not service in any other capacity) through such first date of such termination employment. The Options will immediately become fully vested cease to be exercisable after your Continuous Service (as defined in the “Double-Trigger Acceleration”); any forfeiture Plan) has ended, with the applicable expiration date being set forth in the award agreement for the Option. Any other options or lapsing of such shares shall restricted stock units for the Company’s Class A common stock granted to you previously will be delayed until governed by the sixtieth (60th) day after the date of such termination applicable plan and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayrelated documents pursuant to which they were granted.

Equity Compensation. Subject Following the commencement of Executive’s employment, Executive shall receive the following grants of restricted stock units (“RSUs”) pursuant to the approval by 2021 Equity Incentive Plan (such plan or any successor plan, the Board“Plan”): (i) a grant of RSUs equal to twelve million dollars ($12,000,000), you will be granted which shall vest over four years following the right to purchase a number grant date with the first 25% of shares such grant vesting on or around the one year anniversary of the Company’s Common Stock date of grant and the remainder of the grant vesting in 12 equal quarterly installments over the following three years, and (ii) a grant of RSUs equal to three million dollars ($3,000,000) (such award, the “Purchase RightAdditional RSU”), which is expected to represent 4.5% shall vest in twelve (12) equal monthly installments on each of the fully diluted equity capitalization subsequent twelve (12) monthly anniversaries of the Company immediately following Start Date; provided that in the first date on which case of the Additional RSU, in the event that Executive resigns without Good Reason or the Company has sold preferred stock with aggregate gross proceeds terminates this Agreement for Cause prior 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 be governed by the terms and conditions of 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 total shares subject to the Purchase Right will vest on the 12-month one year anniversary of the Start Date, any unvested Additional RSUs as of such termination date shall be cancelled and forfeited. The actual number of RSUs granted to Executive will be calculated based on a trailing average stock price of Holdings on the New York Stock Exchange prior to the date of grant. The RSUs will have other terms and conditions that shall be consistent with the Plan and the applicable RSU agreement. The RSUs will be governed by and subject to your continuous service the terms and conditions set forth in the RSU Award Agreement (New Hire) and RSU Award Agreement (Additional RSU), respectively, attached hereto as Exhibit A. Commencing in 2025, Executive shall be eligible for additional grants of RSUs and performance-based stock units on an annual basis pursuant to the executive long-term equity performance plan, which plan is administered by the Compensation Committee and the Board in their sole discretion and they shall determine the terms and conditions of such plan (the “Executive LTIP”). As part of the Executive LTIP, commencing in 2025 and continuing until Executive’s termination of employment for any reason, Executive shall be granted (i) time-based vesting RSUs with the Company on such vesting datea minimum value of one million seven hundred fifty thousand ($1,750,000), and (yii) 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 performance-based vesting RSUs with the Company on each such vesting date. The exercise price per share subject to the Purchase Right will be equal to the fair market a minimum value of one share three million two hundred fifty thousand ($3,250,000) at target performance; provided, however, that the ultimate dollar value of such grant may be lower or higher than the Company’s Common Stock as determined by the Board in good faith target dollar value amount based on the date the Board approves performance criteria relevant to such grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company 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 Good Reason (as defined below), and in either case other than as a 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 number of such termination, then 100% of RSUs that ultimately vest over the shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayperiod.

Equity Compensation. Subject a) In consideration of your participation as a member of the Board during the aforementioned period, the Company hereby grants to you on the approval by date hereof (the Board, you will be granted “Grant Date”) 25,000 restricted stock units (the right “Restricted Stock Units”) with respect to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock (the “Purchase RightStock”), which is expected to represent 4.5% . b) The Restricted Stock Units are immediately and fully vested on the Grant Date. c) Upon the earlier of (i) the fully diluted equity capitalization date of the Company immediately following the first date on which the Company has sold preferred stock a transaction that constitutes with aggregate gross proceeds respect 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from servicechange in control event” within the meaning of Treasury Regulation Section 1.409A-1(h409A of the Internal Revenue Code or 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and (ii) October 28, 2013 (the applicable date, the “Settlement Date”), you will receive one share of Common Stock for each Restricted Stock Unit. d) Any cash dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if the shares of Common Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and subject will be held uninvested and without interest and shall be paid to you in cash on the Settlement Date. Any stock dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your signing behalf as if shares of Common Stock had been issued, provided that you shall not be entitled to receive such dividend until, and such dividends shall be paid to you, on the Separation Agreement (Settlement Date. e) You acknowledge that you shall have no rights as defined below) and a stockholder of the Separation Agreement becoming effective within sixty (60) days Company with respect to any shares of such termination, then 100% Common Stock covered by the Restricted Stock Units until you become the holder of record of the shares on the Settlement Date, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Common Stock made or arising prior to the Settlement Date, except as otherwise specifically provided for in this Letter Agreement. f) You acknowledge and agree that are subject no later than the Settlement Date you shall pay, or make arrangements to vesting pay or otherwise satisfy, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, and are unvested as local taxes that the Company is required to withhold with respect to the settlement of the date Restricted Stock Units. g) This grant of Restricted Stock Units shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or its subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any such termination will immediately become fully vested (change in the “Doublecapital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-Trigger Acceleration”); off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any forfeiture Common Stock or lapsing securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company, then the Board shall make such shares adjustments to the Restricted Stock Units consistent with such change in such manner as the Board deems equitable to prevent substantial dilution or enlargement of your rights under the Restricted Stock Units. Any such adjustment determined by the Board shall be delayed until final, binding and conclusive on the sixtieth (60th) day after the date of such termination Company and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayyou and your heirs, executors, administrators, successors and assigns.

Equity Compensation. The parties hereby acknowledge and agree that the Company may in its discretion grant Executive equity-based compensation awards from time to time. Effective commencing with the Company’s 2011 fiscal year, Executive shall be eligible to receive a discretionary annual equity award (“Annual Equity Award”) with an aggregate target denominated value equal to (i) $1,000,000 with respect to the Company’s 2011 fiscal year, and (ii) at least $1,250,000 with respect to the Company’s 2012 fiscal year and thereafter, based upon Executive’s performance as evaluated by the Compensation Committee in its sole discretion. Subject to the approval preceding sentence, the actual target denominated value of each Annual Equity Award shall be determined by the BoardCompensation Committee in its sole discretion, you will and shall be reviewed by the Compensation Committee on an annual basis. Any Annual Equity Award so granted shall be allocated as follows: (a) Seventy percent (70%) of the denominated dollar value of such Annual Equity Award shall be granted in the right to purchase form of Contract Stock for a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred common 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market denominated dollar value of one such portion of the Annual Equity Award divided by the Fair Market Value of a share of the Company’s Common Stock as determined by the Board in good faith common stock on the date on which such Contract Stock is granted. Subject to Executive’s continued employment with the Board approves grant Company, such Contract Stock shall vest in equal annual installments on each of the Purchase Rightfirst, second and third anniversaries of the grant date. The Purchase RightConsistent with the foregoing, and any additional equity awards granted by the Company to you in the future, such Contract Stock shall be subject to acceleration the terms and conditions set forth in the Restricted Units Agreement substantially in the form attached as Exhibit A hereto and the Plan, and the shares underlying such award shall be delivered to Executive in accordance with the terms 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 Restricted Units Agreement. (b) you terminate your employment Thirty percent (30%) of the denominated dollar value of such Annual Equity Award shall be granted in the form of a NQSO covering a number of shares of Company common stock equal to the denominated dollar value of such portion of the Annual Equity Award divided by the per share grant date fair value of such NQSO, as computed by the Company in accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or any successor accounting standard) and for Good Reason (as defined below)which the Compensation Committee will have reviewed and approved the assumptions to be used in determining such value. The per share exercise price of such NQSO shall be equal to the Fair Market Value of a share of the Company’s common stock on the date on which such NQSO is granted, and in either case other than as a result of death or disabilityand, 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 Executive’s continued employment with the Separation Agreement (as defined belowCompany, such NQSO shall vest and become exercisable with respect to one-third ( 1/3) and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% of the shares that are subject to vesting and are unvested as thereto on the first anniversary of the date of grant and thereafter with respect to 1/24th of the remaining shares on the first business day of each following month. Such NQSO shall have a term of eight (8) years, subject to earlier termination as set forth in the Option Agreement. Consistent with the foregoing, such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares NQSO shall be delayed until subject to the sixtieth (60th) day after terms and conditions set forth in the date of such termination and shall only occur if Option Agreement substantially in the Separation Agreement does not become effective on or before that sixtieth (60th) dayform attached as Exhibit B hereto.

Equity Compensation. Subject As an inducement to your entering into the Agreement and this Letter Agreement, Xxxxxxxx hereby grants to you as of the date of this Letter Agreement, (1) restricted stock awards representing 1.25% of the issued and outstanding common stock of Xxxxxxxx, calculated on a fully-diluted, as-if-converted basis after giving effect to the approval transactions contemplated by the Board, you will be granted Agreement including the right to purchase a number of shares of the Company’s Common Stock Merger (the “Purchase RightRestricted Stock Awards”) and (2) nonqualified stock options to purchase an additional 2.5% of the issued and outstanding common stock of Xxxxxxxx, calculated on a fully-diluted, as-if-converted basis after giving effect to the transactions contemplated by the Agreement including the Merger (the “Stock Options”). Each of the Restricted Stock Awards and Stock Options shall vest as follows: twenty-five percent of each of the Restricted Stock and Stock Options shall vest as of the business day immediately following the Trigger Date; and twenty-five percent of each of the Restricted Stock Awards and Stock Options shall vest on each of the first, second and third anniversaries of the Trigger Date. Each of the Restricted Stock Awards and Stock Options shall contain market-level (y) change of control provisions for events other than the Merger, and (z) adjustment and conversion provisions associated with the Merger (the “Adjustment Provisions”), each of which is expected shall be established by mutual agreement of you and the Board prior to represent 4.5% the Target Date. You will be entitled to make an election under Section 83(b) of the fully diluted equity capitalization Internal Revenue Code (“Section 83(b)”) with respect to the Restricted Stock Awards based on a fair market valuation of Xxxxxxxx common stock that has been established by Board resolution as of the Company immediately date hereof and provided to you under separate cover and attached as Annex A hereto (the “Fair Market Value Per Share”). Annex A also contains a capitalization table of Xxxxxxxx relevant for purposes of both the Fair Market Value Per Share under the equity compensation awards granted hereunder and the consideration payable to Xxxxxxxx stakeholders pursuant to the Exchange Ratio (defined below). The initial exercise price per share for the Stock Options shall be equal to the Fair Market Value Per Share; provided, however, at your election following any approval of the board of directors or compensation committee of Synta Pharmaceuticals Corp. (“Synta”) subsequent to the date hereof, your Stock Options could take the form of Synta stock options that are consistent with the terms hereof except that the exercise price per share would equal the closing price for Synta common stock on the trading day preceding the earlier of the Trigger Date or the date of first public disclosure concerning the Merger (and in such case such Synta stock options would constitute Stock Options hereunder). Also, at your election following the first approval of the board of directors or compensation committee of Synta subsequent to the date on which hereof, your Restricted Stock Awards could take the Company has sold preferred form of Synta restricted stock with aggregate gross proceeds to terms consistent with the Company terms hereof except that the Fair Market Value Per Share for Section 83(b) purposes would equal the closing price for Synta common stock on the trading day preceding the earlier of the Trigger Date or the date of first public disclosure concerning the Merger (and in the amount of at least $10,000,000 cumulatively to such datecase such Synta restricted stock would constitute Restricted Stock Awards hereunder). Any purchase The initial number of shares subject to the Purchase Right will be governed by Restricted Stock Awards and Stock Options and the terms and conditions of your stock purchase agreement and will include a repurchase option in favor exercise price of the Company that will Stock Options shall be released adjusted, as your shares vest in accordance with appropriate, immediately following the following vesting schedule: (x) 25% Closing of the total shares subject Merger pursuant to the Purchase Right will vest on Adjustment Provisions. Notwithstanding the 12-month anniversary of foregoing, you and Xxxxxxxx agree that if the Start DateMerger Agreement is terminated pursuant to Section 9 thereof, subject to your continuous service with the Company on such vesting date, Restricted Stock Awards 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards Options granted by the Company to you in the future, hereunder 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (of the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayMerger Agreement.

Equity Compensation. Subject As an inducement to your entering into the Agreement and this Letter Agreement, Xxxxxxxx hereby grants to you as of the date of this Letter Agreement, (1) restricted stock awards representing 0.25% of the issued and outstanding common stock of Xxxxxxxx, calculated on a fully-diluted, as-if-converted basis after giving effect to the approval transactions contemplated by the Board, you will be granted Agreement including the right to purchase a number of shares of the Company’s Common Stock Merger (the “Purchase RightRestricted Stock Awards”) and (2) nonqualified stock options to purchase an additional 1.25% of the issued and outstanding common stock of Xxxxxxxx, calculated on a fully-diluted, as-if-converted basis after giving effect to the transactions contemplated by the Agreement including the Merger (the “Stock Options”). Each of the Restricted Stock Awards and Stock Options shall vest as follows: twenty-five percent of each of the Restricted Stock and Stock Options shall vest as of the business day immediately following the Trigger Date; and twenty-five percent of each of the Restricted Stock Awards and Stock Options shall vest on each of the first, second and third anniversaries of the Trigger Date. Each of the Restricted Stock Awards and Stock Options shall contain market-level (y) change of control provisions for events other than the Merger, and (z) adjustment and conversion provisions associated with the Merger (the “Adjustment Provisions”), each of which is expected shall be established by mutual agreement of you and the Board prior to represent 4.5% the Target Date. You will be entitled to make an election under Section 83(b) of the fully diluted equity capitalization Internal Revenue Code (“Section 83(b)”) with respect to the Restricted Stock Awards based on a fair market valuation of Xxxxxxxx common stock that has been established by Board resolution as of the Company immediately date hereof and provided to you under separate cover and attached as Annex A hereto (the “Fair Market Value Per Share”). Annex A also contains a capitalization table of Xxxxxxxx relevant for purposes of both the Fair Market Value Per Share under the equity compensation awards granted hereunder and the consideration payable to Xxxxxxxx stakeholders pursuant to the Exchange Ratio (defined below). The initial exercise price per share for the Stock Options shall be equal to the Fair Market Value Per Share; provided, however, at your election following any approval of the board of directors or compensation committee of Synta Pharmaceuticals Corp. (“Synta”) subsequent to the date hereof, your Stock Options could take the form of Synta stock options that are consistent with the terms hereof except that the exercise price per share would equal the closing price for Synta common stock on the trading day preceding the earlier of the Trigger Date or the date of first public disclosure concerning the Merger (and in such case such Synta stock options would constitute Stock Options hereunder). Also, at your election following the first approval of the board of directors or compensation committee of Synta subsequent to the date on which hereof, your Restricted Stock Awards could take the Company has sold preferred form of Synta restricted stock with aggregate gross proceeds to terms consistent with the Company terms hereof except that the Fair Market Value Per Share for Section 83(b) purposes would equal the closing price for Synta common stock on the trading day preceding the earlier of the Trigger Date or the date of first public disclosure concerning the Merger (and in the amount of at least $10,000,000 cumulatively to such datecase such Synta restricted stock would constitute Restricted Stock Awards hereunder). Any purchase The initial number of shares subject to the Purchase Right will be governed by Restricted Stock Awards and Stock Options and the terms and conditions of your stock purchase agreement and will include a repurchase option in favor exercise price of the Company that will Stock Options shall be released adjusted, as your shares vest in accordance with appropriate, immediately following the following vesting schedule: (x) 25% Closing of the total shares subject Merger pursuant to the Purchase Right will vest on Adjustment Provisions. Notwithstanding the 12-month anniversary of foregoing, you and Xxxxxxxx agree that if the Start DateMerger Agreement is terminated pursuant to Section 9 thereof, subject to your continuous service with the Company on such vesting date, Restricted Stock Awards 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards Options granted by the Company to you in the future, hereunder 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (of the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayMerger Agreement.

Equity Compensation. Subject to (a) On the approval by first anniversary of the BoardEffective Date (the “Award Date”), you will Pozez shall be granted the right to purchase a number an award of shares of restricted stock under Bancorp’s 2016 Stock Plan, or successor or substitute equity compensation plan, having a fair value as of the Company’s Common Stock Award Date of $705,205.50 (the “Purchase RightInitial Equity Award Value”), which is expected to represent 4.5% of with the fully diluted equity capitalization of the Company immediately following the 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 number of shares subject to such award being determined by dividing the Purchase Right will be governed Initial Equity Award Value by the terms closing price of Bancorp common stock on The Nasdaq Capital Market on the Award Date, and conditions rounding down to the next lower whole number of your stock purchase agreement and will include a repurchase option shares. Such award shall vest in favor three substantially equal annual installments, commencing on the first anniversary of the Company Award Date, provided however, that will no fractional shares shall vest, provided further, that any fractional share to which Pozez would have been entitled shall be released as your rolled forward until the sum of all fractional shares shall result in the vesting of a whole share. (b) On the second anniversary of the Award Date, Pozez shall be granted an award of shares of restricted stock having a grant date fair value equal to at least $945,000, such amount to be determined by the Compensation Committee of the Board of Directors of Bancorp (the “Equity Award Value”), with the number of shares subject to such award being determined by dividing the Equity Award Value by the closing price of Bancorp common stock on The Nasdaq Capital Market on the applicable award date, and rounding down to the next lower whole number of shares. Such award shall vest in accordance with three substantially equal annual installments, commencing on the following first anniversary of the applicable award date, provided however, that no fractional shares shall vest, provided further, that any fractional share to which Pozez would have been entitled shall be rolled forward until the sum of all fractional shares shall result in the vesting schedule: of a whole share. (xc) 25On the third anniversary of the Award Date, Pozez shall be granted an award of shares of restricted stock having a grant date fair value equal to at least 105% of the total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start DateEquity Award Value, 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on the date Compensation Committee of the Board approves grant of Directors of Bancorp, and on each subsequent anniversary of the Purchase Right. The Purchase RightAward Date, and any additional equity awards Pozez shall be granted an award of shares of restricted stock having a grant date fair value equal to at least 105% of the prior year’s Equity Award Value, such amount to be determined by the Company to you in Compensation Committee of the futureBoard of Directors of Bancorp. Such amount, as increased, shall be subject to acceleration become the Equity Award Value for subsequent periods. (d) For purposes 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 awards under Subparagraphs (b) you terminate your employment for Good Reason and (as defined below)c) of this Section, the number of shares subject to such award being determined by dividing the then applicable Equity Award Value by the closing price of Bancorp common stock on The Nasdaq Capital Market (“Nasdaq”) on the applicable award date, and rounding down to the next lower whole number of shares. Such award shall vest in either case other than as three substantially equal annual installments, commencing on the first anniversary of the applicable award date, provided however, that no fractional shares shall vest, provided further, that any fractional share to which Pozez would have been entitled shall be rolled forward until the sum of all fractional shares shall result in the vesting of a result of death or disability, and provided such termination constitutes whole share. In the event that any applicable award date hereunder shall not be 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 terminationtrading day on Nasdaq, then 100% of the shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares award shall be delayed until made on the sixtieth next succeeding day that is a trading day on Nasdaq. (60the) day after The Company shall cause the date award agreement relating to awards of such termination and shall only occur if restricted stock under this Section to accurately reflect the Separation Agreement does not become effective on or before that sixtieth (60th) dayprovisions of this Agreement.

Equity Compensation. Subject to the approval by the BoardCompany's Compensation Committee of the Board of Directors ("Approval"), you will shall be granted the right to purchase a number $1.4 million of shares restricted stock units of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization common stock of the Company immediately following ("RSUs") all pursuant to and upon the first terms set fotth in the Company's 2015 Global Incentive Plan and form agreement. The number of the RSUs awarded shall be calculated as follows: the above-mentioned dollar amount, divided by the average closing price of SolarEdge common stock during the calendar month preceding the effective date on which of the Company has sold preferred stock Approval with aggregate gross proceeds quotient rounded to the Company in the amount of at least $10,000,000 cumulatively to such datenearest whole share, with 0.5 being rounded up. Any purchase of shares subject to the Purchase Right will be governed So long as you are employed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor of Companyi the Company that will be released as your shares award shall vest in accordance over four years, with the following vesting schedule: (x) respect to 25% of the total shares subject to the Purchase Right will vest underlying RSUs on the 12-month oneyear anniversary of the Start Datevesting start date and with respect to the balance, subject to your continuous service with in twelve equal quarterly installments thereafter. The vesting shall begin on the Company on such vesting date, and (y) 1/48th last day 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share second month of the Company’s Common Stock as determined by calendar quarter following the Board in good faith on the date the Board approves grant Commencement Date of the Purchase Rightemployment. The Purchase Right, and In the event that any additional equity awards granted by the Company termination of employment pursuant to you in the future, shall be subject to acceleration this Section 5 occurs within twelve months following a Change of vesting substantially as follows: If within a Sale Event Window Control (as defined below), ) and is either: (ai) by SolarEdge or the Company terminates your employment without Cause (as defined below), or (bii) you terminate your employment by Employee for Good Justifiable Reason (as defined below), and in either case other than Employee will be entitled to receive full acceleration of any unvested equity awards (including shares, restricted stock, restricted stock units and/or stock options, as a result of death or disability, and provided such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(happlicable), and subject to your signing held at the Separation Agreement (as defined below) and the Separation Agreement becoming effective within sixty (60) days time of such termination. For purposes of this Section 5, then 100% "Change of Control" shall mean the occurrence of any of the shares that are subject to vesting and are unvested following: (i) a merger or consolidation of SolarEdge or the Company, in which the stockholders of SolarEdge or the Company (as applicable) do not control fifty percent (50%) or more of the date total voting power of such termination will immediately become fully vested the surviving entity (the “Double-Trigger Acceleration”other than a mere reincorporation merger); or (ii) the sale, transfer or other dismissal of SolarEdge's or the Company's assets in liquidation or dissolution of SolarEdge or the Company or otherwise; or (iii) the sale or transfer of more than fifty percent (50%) of the outstanding voting stock of SolarEdge or the Company (excluding a transaction effected primarily for capital raising purposes). Also for purposes of this Section 5, "Justifiable Reason" shall mean any forfeiture of the following: (a) any material change in any of the Salary and/or benefits set forth in this Agreement which was not approved by the Employee other than a decrease in Salary to all of the Company's and/or SolarEdge's management; (b) demand that the Employee will relocate; or lapsing of such shares shall be delayed until the sixtieth (60thc) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on any material demotion in title, position, management duties, or before that sixtieth (60th) dayresponsibilities.

Equity Compensation. Subject (a) The Executive shall be entitled to participate in the approval stock-based employee benefit plans, including, without limitation, the 1998 Restatement of the Abercrombie & Fitch Co. Stock Option and Performance Incentive Plan (the "Stock Incentive Plan") and the Abercrombie & Fitch Co. 2002 Stock Option Plan for Associates (the "2002 Stock Option Plan") maintained by the Company, on such terms and conditions as may be determined from time to time in the discretion of the Compensation Committee of the Board; provided, you will be however, that the Executive shall not receive any award of Company stock options during the 2005 and 2006 calendar years. (b) In exchange for the Executive agreeing to forego participation, in respect of each fiscal year of the Company ending after February 3, 2003, in the Company's program pursuant to which executive officers of the Company are eligible to receive annual grants of restricted shares under the Stock Incentive Plan (or any other stock-based employee benefit plan maintained by the Company), on January 30, 2003, the Executive was granted a career share award representing the right to purchase a receive 1,000,000 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of the Company (the "Career Share Award") in accordance with the terms of this Agreement. (i) The Career Share Award was granted under the Stock Incentive Plan and shall be adjusted in respect of the number of shares of the Company’s Class A Common Stock (which may be received by the “Purchase Right”), which is expected Executive thereunder to represent 4.5% prevent dilution or enlargement of the fully diluted equity Executive's rights, in the event of certain changes in the capitalization of the Company, in a manner consistent with the provisions of Article 16 of the Stock Incentive Plan. (ii) Subject to the provisions of Subsections 10(b)(vi), 10(d)(iv) and 10(e)(iv) of this Agreement, the Career Share Award shall become vested on December 31, 2008 as to all 1,000,000 of the shares of Class A Common Stock, provided that the Executive remains continuously employed by the Company through such date. A stock certificate or other appropriate documentation evidencing the shares shall be delivered to the Executive on March 31st of the calendar year immediately following the calendar year in which the Executive's employment is terminated and the Executive shall thereupon become the holder of those shares of Class A Common Stock. Until such time as the stock certificate or other appropriate documentation evidencing such shares shall have been issued, the Executive shall have no rights in respect of such shares. (iii) Notwithstanding the foregoing, upon the occurrence of a Change of Control (as defined in Subsection 10(i) of this Agreement), the Career Share Award shall become vested as to all 1,000,000 of the shares of Class A Common Stock, and a stock certificate or other appropriate documentation evidencing such shares shall be delivered to the Executive upon such Change of Control or as soon thereafter as practicable. (iv) The Executive may not transfer, sell, pledge, hypothecate, or otherwise dispose of the shares underlying the Career Share Award until the first trading day on the New York Stock Exchange immediately following the first anniversary of the date he ceases to be an executive officer of the Company (the "Career Share Award Holding Period") and any share certificates representing such shares shall be appropriately legended to reflect this restriction. (c) In the event the Executive is found by a court of competent jurisdiction to have materially breached any of the material terms of Section 11 of this Agreement during the period the Executive was employed by the Company or during the one year period thereafter, the Career Share Award granted to the Executive pursuant to Subsection 4(b) of this Agreement shall be immediately forfeited by the Executive effective as of the date on which the Company has sold preferred stock with aggregate gross proceeds to breach occurred, unless forfeited sooner by operation of any other provision of this Agreement, and the Company Executive shall have no further rights in respect thereof. If any of the amount shares of at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right will be governed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor Class A Common Stock of the Company that will be released as your shares vest which the Executive shall have the right to receive in accordance with the following vesting schedule: (x) 25% terms of the total shares subject Career Share Award shall have been delivered to the Purchase Right will vest on the 12-month anniversary Executive as a result of the Start Date, subject to your continuous service vesting of the Career Share Award or any portion thereof in accordance with the terms of this Agreement prior to the date on which the breach occurred, such shares of Class A Common Stock shall be forfeited by the Executive effective the date on which the breach occurred and such shares shall be transferred and delivered by the Executive to the Company on such vesting datewithout any payment therefor by the Company. Notwithstanding the foregoing, and the provisions of this Subsection 4(c) shall not apply if a Change of Control (yas defined in Subsection 10(i) 1/48th of this Agreement) has occurred or if the Executive's employment has been terminated by the Company without Cause (as defined in Subsection 9(c) of this Agreement) or by the Executive with Good Reason (as defined in Subsection 9(d) of this Agreement). (d) The Executive hereby agrees that, until the expiration of the total Career Share Award Holding Period, the Executive shall at all times continue to hold and shall not transfer, sell, pledge, hypothecate or otherwise dispose of one half of the "Profit Shares" (as defined below) received from the first one million (1,000,000) Company stock options exercised by the Executive following April 8, 2005. "Profit Shares" shall mean the number of shares subject to determined by dividing (i) the Purchase Right will vest in monthly installments thereafter, subject in each case to your continuous service with excess of (A) the Company on each aggregate market value of the shares of Class A Common Stock acquired upon such vesting date. The exercise over (B) the aggregate purchase price per share subject to of the Purchase Right will be equal to shares of Class A Common Stock plus applicable tax withholding by (ii) the fair market value of one share of the Company’s Class A Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayexercise.

Equity Compensation. Subject to For each calendar year commencing during the approval by the BoardTerm, you will be granted the right to purchase a number of shares of receive an equity award under the Company’s Common Stock (the “Purchase Right”)long-term equity incentive program, which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first with an annual grant date on which the Company has sold preferred stock with aggregate gross proceeds to the Company in the amount value of at least $10,000,000 cumulatively 1,000,000 (the “Annual LTI”) on terms and conditions that are generally consistent with the terms and conditions applicable to such dateLTI awards granted to the Company’s other senior executives; provided that the Annual LTI will consist of 50% time-based restricted stock units and 50% stock options and will vest in quarterly installments during the Term. Any purchase of shares The Annual LTI will be subject to the Purchase Right will be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, equity incentive plan and any additional equity awards granted by the Company to you in the future, shall be subject to acceleration the award agreement(s) attached hereto as Exhibit A. The Annual LTI grant in respect of vesting substantially a given calendar year will be made at the time that annual LTI grants are made for such calendar year Company’s to the Company’s senior executives generally. Notwithstanding anything in the applicable award agreement(s) to the contrary, if the Term is ended as follows: If within a Sale result of a Good Reason Event Window (as defined below), (a) the Company terminates your employment without Cause (as defined below)then, or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 execution of a release of claims on a form substantially attached hereto as Exhibit B which becomes effective and non-revocable within 55 days, your Annual LTI will be treated as follows: If a Good Reason Event occurs after both the Separation Agreement (as defined below) Annual LTI awards for 2023 and the Separation Agreement becoming effective within sixty (60) days 2024 have been granted, then any portion of such terminationAnnual LTI awards that are unvested will become immediately vested on the date the release becomes effective; If a Good Reason Event occurs prior to the Annual LTI award being granted in respect of the 2023 calendar year, then, in lieu of making any Annual LTI grants, the Company will provide you with a cash payment equal to $1,000,000, less applicable taxes and withholdings, in full satisfaction of the Annual LTI awards contemplated hereunder, to be paid within 60 days thereafter; or If a Good Reason Event occurs prior to the Annual LTI award being granted in respect of the 2024 calendar year but following the date on which the Annual LTI award for 2023 has been granted, then 100% (i) any portion of the shares Annual LTI award granted during 2023 that are subject is unvested will become immediately vested on the date the release becomes effective and (ii) in lieu of making the Annual LTI grant for 2024, the Company will provide you with a cash payment equal to vesting $1,000,000, less applicable taxes and are unvested as withholdings, in full satisfaction of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall Annual LTI grant to be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daymade in 2024, to be paid within 60 days thereafter.

Equity Compensation. Subject (i) On the Commencement Date, the Company shall grant Executive the following long-term incentive awards, with a target aggregate grant date value equal to 100% of Executive’s Base Salary, pro-rated based on a fraction (x) the numerator of which is the number of days from the Commencement Date to December 31, 2024 and (y) the denominator of which is 366 (the “2024 Pro-Rated LTI Value”), and subject to customary terms and conditions as are consistent with the Equity Plan, the underlying award agreements and applicable law: (1) Restricted stock units (“RSUs”) with respect to Common Stock with a grant date value equal to one-third of the 2024 Pro-Rated LTI Value, determined based on the closing stock price of the Company’s Common Stock on the Commencement Date. Such RSUs shall vest one-third on each of the first three (3) anniversaries of the Commencement Date, subject to Executive’s continued employment with the Company through the applicable vesting date unless otherwise provided by this Agreement. (2) Performance-based restricted stock units (“PSUs”) with respect to the approval Company’s Common Stock with a grant date value equal to one-third of the 2024 Pro-Rated LTI Value, determined based on the closing stock price of the Company’s Common Stock on the Commencement Date. The PSUs shall vest as follow, subject to Executive’s continued employment with the Company unless otherwise provided by this Agreement or the BoardEquity Plan: (A) One-third of the PSUs will vest if the closing stock price of a share of the Company’s Common Stock (plus the per share value of any dividends issued between the Commencement Date and the measurement date) is at or above $7.00 on the Nasdaq Stock Market (“Nasdaq”) for any period of ninety (90) consecutive trading days during the three-year period beginning on the Commencement Date; (B) One-third of the PSUs will vest if the closing stock price of a share of the Company’s Common Stock (plus the per share value of any dividends issued between the Commencement Date and the measurement date) is at or above $8.00 on the Nasdaq for any period of ninety (90) consecutive trading days during the three-year period beginning on the Commencement Date; and (C) One-third of the PSUs will vest if the closing stock price of a share of the Company’s Common Stock (plus the per share value of any dividends issued between the Commencement Date and the measurement date) is at or above $9.00 during regular trading on the Nasdaq for any period of ninety (90) consecutive trading days during the three-year period beginning on the Commencement Date; provided that, you will be granted if the right applicable stock price goal is not achieved prior to the third (3rd) anniversary of the Commencement Date, then Executive shall forfeit all such unvested PSUs without payment of consideration on such third (3rd) anniversary. (3) Options to purchase a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected with a grant date value equal to represent 4.5% one-third of the fully diluted equity capitalization 2024 Pro-Rated LTI Value. The number of the Company immediately following the first date on which the Company has sold preferred stock Options shall be determined using a Black-Scholes pricing model consistent with aggregate gross proceeds to the Company how Options are valued in the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right will be governed by the terms and conditions of 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 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 dateCompany’s public filings, 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 Options shall have an exercise price per share subject to the Purchase Right will be equal to the fair market value closing price of one a share of the Company’s Common Stock as on the Commencement Date. Such Options shall vest one-third on each of the first three anniversaries of the grant date, subject to Executive’s continued employment with the Company through the applicable vesting date unless otherwise provided by this Agreement or the Equity Plan. (ii) For each calendar year during the Term beginning with the 2025 calendar year, Executive shall be eligible for equity awards with a target aggregate grant date value equal to 100% of Executive’s Base Salary, under the Equity Plan or any equity program adopted by the Company from time to time with the actual amount granted to be determined by the Board Compensation Committee based on achievement of applicable performance criteria and goals. (iii) Notwithstanding any other provision in good faith on the date Equity Plan or the Board approves grant of applicable award agreement, if the Purchase Right. The Purchase RightPSUs are assumed, and any additional equity awards granted converted, replaced or substituted by the Company or successor corporation in connection with a Change of Control, then (A) the applicable performance goals shall lapse in connection with such Change of Control and (B) such PSUs shall become subject to you only time-based vesting restrictions and shall vest on the applicable vesting date (which in the future, case of the PSUs granted pursuant to Section 3(d)(i)(2) of this Agreement shall be the third (3rd) anniversary of the Commencement Date), subject to acceleration of Executive’s continued employment or service with the Company or successor corporation through the applicable vesting substantially date except as follows: If within a Sale Event Window (as defined belowprovided under Section 5(d)(v), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayherein.

Equity Compensation. Subject to As part of the approval by incentive for signing this employment contract, the BoardCompany hereby grants Executive the following warrants (the “Warrants”), you will with the following primary terms and conditions, plus such other terms and conditions as may be granted included in the right Warrant, which shall be mutually acceptable. a) Each Warrant shall entitle the owner to purchase one share of common stock of the Company for $1.00 per share for a number period of shares ten years from the date of this agreement. b) Executive is hereby granted five Warrant Certificates, the first for 100,000 Warrants, the second for 150,000 Warrants and the remaining three for 250,000 Warrants each. Certificate one shall vest immediately upon signing this Agreement. Certificate two shall vest on October 31, 2010. Certificate three shall vest on the first annual anniversary of this Agreement, while Certificates four and five shall vest on the second and third anniversary of this Agreement, provided Executive is still an employee of the Company’s Common Stock (, unless said Warrants have vested earlier per the “Purchase RightEarly Vesting Criteria” contained herein. Executive shall be entitled to divide each certificate into smaller unit sizes to reflect ownership interest consistent with the Executives estate planning activities. Executive shall be permitted to change the names on such Warrants if he deems it desirable to do so. c) The Warrants shall vest earlier than the time criteria listed in b) above based upon the following “Early Vesting Criteria”), which is expected to represent 4.5% of the fully diluted equity capitalization of . i) All unvested Warrants shall automatically vest when the Company immediately following has revenue of $12,500,000 total for any two consecutive quarters and the Company records a pre-tax net profit for the two quarters. ii) All unvested Warrants shall vest when the Executive “exercises” the Warrant by converting the Warrant from a warrant to a share of common stock as specified in the warrant document. The Company shall cooperate with Executive in exercising any Warrants when, Executive gives notice of intent to exercise. d) The Warrants and the underlying shares shall be registered in the first date on registration statement which the Company has sold preferred stock with aggregate gross proceeds to files, provided legal counsel for the Company in the amount of at least $10,000,000 cumulatively to such date. Any purchase of determines that said Warrants and shares subject to the Purchase Right will can be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daylegally included.

Equity Compensation. Subject (a) Upon the Effective Time, without any action on the part of Parent, Merger Sub, the Surviving Corporation or the holders of Company Employee Stock Options, each Company Employee Stock Option outstanding immediately prior to the approval Effective Time (whether vested or unvested) shall be canceled in exchange for a cash payment by the BoardCompany of an amount equal to (A) the excess, you will be granted if any, of (x) the right Merger Consideration over (y) the exercise price per share of Company Common Stock subject to purchase a such Company Employee Stock Option, multiplied by (B) the number of shares of Company Common Stock for which such Company Employee Stock Option shall not theretofore have been exercised (b) Without any action on the part of Parent, Merger Sub, the Surviving Corporation or the holders of Company Restricted Stock, immediately prior to the Effective Time, each share of Company Restricted Stock then outstanding shall be deemed vested and all restrictions and forfeiture provisions related thereto shall lapse. (c) All amounts payable pursuant to this Section 4.3 shall be paid as soon as reasonably practicable, and in no event more than ten (10) days, after the Effective Time, without interest. (d) The Company Stock Plan shall terminate as of the Effective Time, and the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall terminate and be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Employee Stock Option or any participant in the Company Stock Plan or other Company Benefit Plan shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation. (e) As soon as practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take any actions necessary to effect the transactions anticipated by this Section 4.3, including under the Company Stock Plan and all documents evidencing the grants of awards thereunder and any other plan or arrangement of the Company (whether written or oral, formal or informal), including, but not limited to, adopting all resolutions, giving all notices, obtaining consents from each holder of awards under the Company Stock Plan, and taking any other actions that are necessary or appropriate to effectuate the transactions contemplated by this Section 4.3. Any notices, consents or other communications to holders of Company Employee Stock Options or Company Restricted Stock shall be subject to the review and approval of Parent, which approval shall not be unreasonably withheld. Prior to the Effective Time, the Company shall take all actions as may be required to cause any disposition of Company equity securities (including derivative securities) in connection with this Agreement by any Person who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 under the Exchange Act. (f) The Company shall take all actions necessary or appropriate so that, immediately prior to the Effective Time, the offering period then in progress under the Company’s Common 's 2007 Employee Stock Purchase Plan (the “Purchase RightESPP”), which is expected to represent 4.5% of ) will terminate and the fully diluted equity capitalization of accumulated contributions for each participant thereunder for such period will be applied towards the Company immediately following the 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 be governed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor of the Company that will be released as your shares vest Common Stock, unless such participant has previously withdrawn from such offering period in accordance with the following vesting schedule: (x) 25% terms of the 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayESPP.

Equity Compensation. Subject to the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”) and approval by of the BoardBoard or Compensation Committee, you at the next regular meeting of the Board or the Compensation Committee on or following the Effective Date, the Employee will be granted the right options to purchase a number of up to 40,000 shares of the Company’s Common Stock (the “Purchase Right”)common stock, which is expected subject to represent 4.5% shareholder approval of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds to the Company an increase in the amount number of at least shares available under the Plan, on the terms and conditions determined by the Board or the Compensation Committee, with an exercise price of $10,000,000 cumulatively to 5.00 per share (provided that the Board or the Compensation Committee determines that such dateexercise price represents no less than fair market value per share on the date of grant in accordance with the Plan). Any purchase of The shares subject to the Purchase Right will option shall be governed by fully vested upon grant. During the Term, subject to the terms and conditions of your 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 purchase agreement and will include a repurchase option 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 favor of the Company that will amounts, if any, to be released as your shares vest in accordance with the following vesting schedule: (x) 25% of the 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined approved by the Board or the Compensation Committee in good faith on the date the Board approves grant of the Purchase Rightits discretion. The Purchase Right, and any additional equity awards granted by the Company to you Notwithstanding anything in the futurePlan to the contrary, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window if (as defined below), (ai) the Company terminates your employment Termination Date occurs at least six (6) months after October 11, 2017 and (ii) the Employee is terminated without Cause (as defined belowin Section 4.1(b), ) or (b) you terminate your employment for resigns with Good Reason (as defined belowin Section 4.1(c), and ) within twenty-four (24) months following a Change in either case other than as a 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 Control (as defined below) and the Separation Agreement becoming effective within sixty (60) days of such terminationin Section 5.19), then 100% in lieu of the shares that are subject to application of Section 4.1(d)(ii), the Employee shall receive accelerated vesting of all unvested options upon the Termination Date and are unvested as 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 such termination will immediately become fully vested (the “Double-Trigger Acceleration”their term); any forfeiture provided, however, that in the event stock options under the Plan are cancelled or lapsing of otherwise terminated pursuant to the Plan in connection with such shares 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 delayed until deemed an amendment to each award agreement entered into by the sixtieth Employee evidencing a grant of stock options, whether entered into prior to October 11, 2017 or during the Term (60thbut, in no event shall this Section 3.1(d) day be deemed an amendment to any award agreement entered into after expiration of the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayTerm).

Equity Compensation. Subject As of the Effective Date and as a material inducement to the approval by Officer to enter into employment with the BoardCompany, you will be granted the right Compensation Committee shall grant to the Officer: (i) a warrant to purchase a number of 100,000 shares of the Company’s Common Stock common stock, no par value (the “Purchase RightCommon Stock”), which is expected with an exercise price per share equal to represent 4.5% the Fair Market Value (as defined in the AdCare Health Systems, Inc. 2011 Stock Incentive Plan) of the fully diluted equity capitalization Common Stock on the Effective Date (the “First Warrant”); and (ii) a warrant to purchase 100,000 shares of Common Stock with an exercise price per share equal to the sum of the Fair Market Value of the Common Stock on the Effective Date plus $1.00 per share (the “Second Warrant” and, together with the First Warrant, the “Warrants”). The First Warrant shall vest one third (1/3) on each of the three subsequent anniversaries of the Effective Date; the Second Warrant will vest one third (1/3) on the second, third and fourth 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 Warrants shall immediately become one hundred percent (100%) vested. The Warrants shall have a term of ten (10) years subject to earlier expiration upon termination of Officer’s employment. The Warrants 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 Warrants, to the extent vested, shall continue to be exercisable for three (3) months following the first date on which the Company has sold preferred stock with aggregate gross proceeds Officer’s termination of employment. The Warrants shall be evidenced by warrant certificates bearing restrictive legends, in form and substance acceptable to the Company and the Officer and otherwise in accordance with this Agreement. The Officer understands and acknowledges that, (i) the amount Warrants are being issued without registration under the Securities Act of at least $10,000,000 cumulatively 1933, as amended (the “Securities Act”), or any state securities laws pursuant to an exemption from the Securities Act and such date. Any purchase of shares subject to laws; (ii) the Purchase Right will be governed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor issuance of the Company that will Common Stock issuable upon the exercise of any Warrant or portion thereof may be released as your made only if an exemption from the registration requirements of the Securities Act and any applicable state securities laws is available; and (iii) the Warrants and all shares vest of Common Stock issuable upon exercise of the Warrants may be disposed of only in accordance with the following vesting schedule: (x) 25% Securities Act and any applicable state securities laws. The Officer shall be eligible to receive future grants of equity compensation at the discretion of the 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, CEO 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayCompensation Committee.

Equity Compensation. Subject to The Company shall, on the approval by Execution Date, grant Executive the Board, you will be granted following stock options (the right “Options”) to purchase a number of shares of common stock of the Company under the Company’s Common Stock 2006 Incentive Award Plan (the “Purchase RightIncentive Plan”), which is expected in each case at an exercise price per share equal to represent 4.5% the Fair Market Value (as defined in the Incentive Plan) of a share of Company common stock on the fully diluted equity capitalization date of grant: (i) An option to purchase 250,000 shares of common stock of the Company immediately following (the 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“Time Vesting Option”). Any purchase of shares subject to the Purchase Right will be governed by the The terms and conditions of your the Time Vesting Option, including, without limitation, such option’s vesting and exercisability, shall be set forth in a stock option agreement to be entered into by the Company and Executive substantially in the form attached hereto as Exhibit A (the “Time Vesting Option Agreement”). (ii) An option to purchase agreement and will include a repurchase option in favor 150,000 shares of common stock of the Company (the “Conditional Time Vesting Option”). The terms and conditions of the Conditional Time Vesting Option, including, without limitation, such option’s vesting and exercisability, shall be set forth in a stock option agreement to be entered into by the Company and Executive substantially in the form attached hereto as Exhibit B (the “Conditional Time Vesting Option Agreement”). (iii) An option to purchase 400,000 shares of common stock of the Company (the “Conditional Performance Vesting Option”). The terms and conditions of the Conditional Performance Vesting Option, including, without limitation, such option’s vesting and exercisability, shall be set forth in a stock option agreement to be entered into by the Company and Executive substantially in the form attached hereto as Exhibit C (the “Conditional Performance Vesting Option Agreement,” and collectively with the Time Vesting Option Agreement and the Conditional Time Vesting Option Agreement, the “Option Agreements”). The parties acknowledge and agree that the Options will be released as your shares vest in accordance with the following vesting schedule: (x) 25% of the total shares subject granted prior 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of approval by the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant stockholders of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company to you in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window Plan Amendment (as defined below). The Company shall submit the Plan Amendment for approval by the Company’s stockholders at the next annual meeting of the Company’s stockholders following the Execution Date. Notwithstanding anything contained in this Agreement or any Option Agreement, neither the Conditional Time Vesting Option nor the Conditional Performance Vesting Option shall be exercisable to any extent by anyone prior to the time when the Plan Amendment is approved by the Company’s stockholders, and if such approval is not obtained at such annual meeting (a) or by the Company terminates your employment without Cause (as defined belowend of the twelve month period immediately following the date on which the Board adopted the Plan Amendment, if earlier), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a result each 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) Conditional Time Vesting Option and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% of the shares that are subject to vesting Conditional Performance Vesting Option shall thereupon automatically be canceled and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination null and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayvoid.

Equity Compensation. Subject In connection with the commencement of your employment, the Board of Directors shall grant to you an option to purchase 200,000 shares of the Company's Common Stock ("Shares") with an exercise price equal to $0.001 per Share, and such option shall vest at the rate of 1/48th per month on the 10th of each month commencing with November 10, 2001, until such option is fully vested, provided, however, that you continue to be employed by the Company on each vesting date, and pursuant to all other terms contained in a stock option agreement to be executed by you and the Company in connection with this option grant (the "Initial Option"). The Initial Option is not intended to be an incentive stock option as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended. On each anniversary of the Commencement Date, subject to approval by the Board, you will be granted the right options to purchase 200,000 Shares at a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith Shares on the date of grant (each a "Subsequent Stock Option"). Each Subsequent Stock Option will vest in accordance with the Board approves terms described above for the Initial Option grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company to you in the future, shall will be subject to acceleration the terms of any such Subsequent Stock Option agreement between you and the Company; provided, however, all Option agreements shall permit you to exercise options by paying cash, check or surrendering sufficient outstanding shares or options to pay the exercise price. Notwithstanding the above vesting substantially as follows: If within a Sale Event Window schedule, the following additional provisions shall apply in the events specified: (i) In the event of your Involuntary Termination, as defined below)herein, (a) the Company terminates your employment without Cause (or upon a Change of Control, as defined below)herein, or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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% any portion of the shares Initial Option or any Subsequent Stock Option that are subject to vesting and are remains unvested as of the date of such termination will Involuntary Termination shall vest immediately. (ii) For purposes of this Agreement, "Involuntary Termination" shall mean (A) your voluntary resignation following a material reduction in your job duties, responsibilities and requirements such that they are inconsistent with your prior duties, responsibilities and requirements or a reduction in your base salary in excess of 15% (other than such reduction that occurs in a general reduction of compensation applicable to all executives of the Company) or (B) a reasonable determination by a majority of those persons comprising the Board of Directors of the Company prior to a Change of Control, as defined herein (even if such determination is made after such Change of Control) that, as a result of a Change of Control and a change in circumstances thereafter significantly affecting your position, you are unable to exercise the functions or duties attached to your position immediately become fully vested prior to the date on which a Change of Control occurs. (iii) In the “Double-Trigger Acceleration”); event you terminate your employment under this Agreement, other than in circumstances that constitute an Involuntary Termination, no portion of the Initial Option or any forfeiture or lapsing Subsequent Stock Option that remains unvested as of such shares shall be delayed until the sixtieth (60th) day after the date of such termination shall vest. (iv) For purposes of this Agreement, "Change of Control" shall mean the occurrence of any of the following events: (A) any "person," including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (B) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company; (C) the Company is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 80% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of the Company; (D) a tender offer or exchange offer is made and shall only occur if consummated for the Separation Agreement does ownership of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding voting securities; or (E) the Company transfers all or substantially all of its assets to another corporation which is not become effective on or before that sixtieth (60th) daya wholly-owned subsidiary of the Company.

Equity Compensation. Subject The parties hereby acknowledge and agree that the Company may in its discretion grant Executive equity-based compensation awards from time to time. Effective commencing with the approval Company’s 2011 fiscal year, Executive shall be eligible to receive a discretionary annual equity award (“Annual Equity Award”) with an aggregate target denominated value equal to $1,000,000, based upon Executive’s performance as evaluated by the Board, you will Compensation Committee in its sole discretion. Any Annual Equity Award so granted shall be allocated as follows: (a) Seventy percent (70%) of the denominated dollar value of such Annual Equity Award shall be granted in the right to purchase form of Contract Stock for a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred common 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market denominated dollar value of one such portion of the Annual Equity Award divided by the Fair Market Value of a share of the Company’s Common Stock as determined by the Board in good faith common stock on the date on which such Contract Stock is granted. Subject to Executive’s continued employment with the Board approves grant Company, such Contract Stock shall vest in equal annual installments on each of the Purchase Rightfirst, second and third anniversaries of the grant date. The Purchase RightConsistent with the foregoing, and any additional equity awards granted by the Company to you in the future, such Contract Stock shall be subject to acceleration the terms and conditions set forth in a Contract Stock/Restricted Units Agreement substantially in the form attached as Exhibit B hereto (the “Restricted Units Agreement”) and the Plan, and the shares underlying such award shall be delivered to Executive in accordance with the terms of vesting substantially the Restricted Units Agreement. (b) Thirty percent (30%) of the denominated dollar value of such Annual Equity Award shall be granted in the form of a NQSO (as follows: If within defined in the Plan) covering a Sale Event Window number of shares of Company common stock equal to the denominated dollar value of such portion of the Annual Equity Award divided by the per share grant date fair value of such NQSO, as computed by the Company in accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or any successor accounting standard). The per share exercise price of such NQSO shall be equal to the Fair Market Value of a share of the Company’s common stock on the date on which such NQSO is granted, and, subject to Executive’s continued employment with the Company, such NQSO shall vest and become exercisable with respect to twenty-five percent (25%) of the shares subject thereto on the first anniversary of the date of grant and thereafter with respect to 1/36th of the remaining shares on the first business day of each following month. Such NQSO shall have a term of six (6) years, subject to earlier termination as set forth in the Option Agreement (as defined below). Consistent with the foregoing, (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 NQSO shall be subject to your signing the Separation terms and conditions set forth in a Non-Qualified Stock Option Agreement (substantially in the form attached as defined below) and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% of the shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested Exhibit C hereto (the “Double-Trigger AccelerationOption Agreement”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. Subject As of the Effective Date (or, if the Effective Date does not occur in an open trading window, in the first open trading window occurring after the Effective Date and as soon as practicable after the Effective Date), Executive shall receive equity awards in accordance with the following: (i) To incentivize Executive to the approval by the Boardaccept Company’s offer of employment, you will Executive shall be granted the right a restricted stock unit award with respect to purchase a number of shares of the Company’s Common Stock 300,000 Shares (the “Purchase RightSign-On Grant”), which is expected shall be subject to represent 4.5% the following vesting terms: (1) Fifty percent (50%) of the fully diluted equity capitalization Shares subject thereto (150,000 Shares) shall vest on the first annual anniversary of the Company immediately Effective Date (the “Vesting Date” for purposes of this clause (1)) provided that the Termination Date has not occurred as of the Vesting Date and subject to the terms and conditions of the award. (2) Fifty percent (50%) of the Shares subject thereto (150,000 Shares) will vest at the rate of one twenty-fourth (1/24) of such Shares (6,250 Shares) on each monthly anniversary of the Effective Date beginning with the thirteenth (13th) monthly anniversary of the Effective Date (each such date a “Vesting Date” for purposes of this clause (2)) provided that the Termination Date has not occurred as of the Vesting Date and subject to the terms and conditions of the award. (3) Notwithstanding the provisions of clauses (1) and (2), if, and only if, a Change in Control occurs prior to the applicable Vesting Date and if the Termination Date occurs prior to the applicable Vesting Date and on or within twelve (12) months following the first date on which Change in Control by reason of termination by Company without Cause or termination by Executive for Good Reason, then the Company has sold preferred stock Termination Date shall be the “Vesting Date” with aggregate gross proceeds respect to any Shares subject to the Company in Sign-On Grant that have not vested as of the amount Termination Date and all such unvested Shares shall vest as of at least $10,000,000 cumulatively to such datethe Termination Date. Any purchase portion of the Sign-On Grant that is not vested on the Termination Date in accordance with the provisions of this subparagraph 3(c)(i) shall be forfeited as of the Termination Date. The Sign-On Grant shall constitute an inducement grant and shall not be granted pursuant to the Equity Plan. (ii) Executive shall be granted a performance stock unit award (the “PSU Award”) with respect to 700,000 Shares, which PSU Award shall be granted pursuant to the Equity Plan. The PSU Award shall vest with respect to the percentage of shares subject to the Purchase Right will be governed by PSU Award as indicated in the following chart based on the date that the price of a Share is above the applicable price set forth in the following chart (each date on which a portion of the PSU Award vests being referred to as a “Vesting Date”), provided in any case that the Termination Date has not occurred as of the applicable Vesting Date and subject to the terms and conditions of your stock purchase agreement and will include a repurchase option in favor the award: 40 % $ 4.00 $ 3.00 40 % $ 6.00 $ 5.00 20 % $ 8.00 $ 7.00 Any portion of the Company PSU Award that will be released as your shares vest is not vested on the Termination Date (or, in accordance with the following vesting schedule: (x) 25% case of a Change in Control, on the date of the total shares Change in Control) shall be forfeited as of the Termination Date (or Change in Control, if applicable); provided, however, that if the Termination Date occurs prior to a Change in Control by reason of termination by Company without Cause or termination by Executive for Good Reason, any then unvested portion of the PSU Award shall remain outstanding for a period of ninety (90) days following the Termination Date and shall vest during such ninety (90) day period subject to the Purchase Right will vest on the 12-month anniversary satisfaction of the Start Dateperformance measures outlined above. The Sign-On Grant and the PSU Award are sometimes referred to collectively as the “Equity Awards” and individually as an “Equity Award”. The Equity Awards shall be evidenced by award agreements that are consistent with the standard award agreements used by the Company for similar types of awards, subject to your continuous service with the Company on such vesting dateforegoing provisions (and which, and (y) 1/48th in the case of the total shares subject PSU Award, will provide for a performance period of five (5) years with respect to the Purchase Right will vest in monthly installments thereafter, subject in each case applicable Share price hurdles). Executive shall not be entitled to your continuous service with the Company on each such vesting date. The exercise price per share subject to the Purchase Right will be equal to the fair market value any grants of one share of the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by under the Company to you Equity Plan (or otherwise) during the Term except as provided in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined belowthis paragraph 3(c), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. Subject a) In consideration of your service as an officer of the Company during the aforementioned period, the Company hereby grants to you on the approval by date hereof (the Board, you will be granted “Grant Date”) 100,000 restricted stock units (the right “Restricted Stock Units”) with respect to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock (the “Purchase RightStock”), which is expected to represent 4.5% . b) The Restricted Stock Units are immediately and fully vested on the Grant Date. c) Upon the earlier of (i) the fully diluted equity capitalization date of the Company immediately following the first date on which the Company has sold preferred stock a transaction that constitutes with aggregate gross proceeds respect 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from servicechange in control event” within the meaning of Treasury Regulation Section 1.409A-1(h409A of the Internal Revenue Code or 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and (ii) October 28, 2013 (the applicable date, the “Settlement Date”), you will receive one share of Common Stock for each Restricted Stock Unit. d) Any cash dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if the shares of Common Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and subject will be held uninvested and without interest and shall be paid to you in cash on the Settlement Date. Any stock dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your signing behalf as if shares of Common Stock had been issued, provided that you shall not be entitled to receive such dividend until, and such dividends shall be paid to you, on the Separation Agreement (Settlement Date. e) You acknowledge that you shall have no rights as defined below) and a stockholder of the Separation Agreement becoming effective within sixty (60) days Company with respect to any shares of such termination, then 100% Common Stock covered by the Restricted Stock Units until you become the holder of record of the shares on the Settlement Date, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Common Stock made or arising prior to the Settlement Date, except as otherwise specifically provided for in this Letter Agreement. f) You acknowledge and agree that are subject no later than the Settlement Date you shall pay, or make arrangements to vesting pay or otherwise satisfy, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, and are unvested as local taxes that the Company is required to withhold with respect to the settlement of the date Restricted Stock Units. g) This grant of such termination will immediately become fully vested Restricted Stock Units shall not affect in any way the right or power of the Company’s board of directors (the “DoubleBoard”) or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or its subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any such change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-Trigger Acceleration”); off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any forfeiture Common Stock or lapsing securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company, then the Board shall make such shares adjustments to the Restricted Stock Units consistent with such change in such manner as the Board deems equitable to prevent substantial dilution or enlargement of your rights under the Restricted Stock Units. Any such adjustment determined by the Board shall be delayed until final, binding and conclusive on the sixtieth (60th) day after the date of such termination Company and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayyou and your heirs, executors, administrators, successors and assigns.

Equity Compensation. Subject to the approval by the Board, you will be granted the right to purchase a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the 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 be governed by the terms and conditions of the Company’s 1999 Equity 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. The timing, amounts, term, vesting schedule and other terms and conditions of such grants, if any, shall be approved by the 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 a crime which in the Company’s view makes you unfit to continue in your stock purchase agreement position, (3) substance abuse for which you fail, after notice, to undergo and will include a repurchase option in favor complete treatment, or (4) repeated or willful failure to carry out the lawful directions of the Company that will be released as your shares vest Chief Executive Officer or Board of Directors after written notice and a fifteen day period to cure and the opportunity to have a hearing in accordance with the following vesting schedule: (x) 25% front of the total shares subject 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 Purchase Right will vest on fiscal year that includes the date of your termination, plus (iii) a severance benefit equal to twelve (12) months of your then-month anniversary 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 the Start Date, subject your termination. You must agree not to your continuous service compete with the Company on such vesting date, and for twelve (y12) 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on months after the date of your termination as a condition to receiving these benefits. You may resign for Good Reason within six months following a Change of Control for the Board approves grant of the Purchase Right. The Purchase Right, and following reasons: (a) upon any additional equity awards granted 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 of Directors written notice of such failure, (b) in the futureevent that your 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, shall be subject Florida, in order to acceleration of vesting substantially as follows: maintain your position with the Company. If within a Sale Event Window (as defined below), (a) the Company terminates your employment without Cause and a Change of Control has not occurred, you will receive (as defined below), or (bi) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of 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 will immediately become fully vested (the “Doubleforegoing amounts to be payable in a lump-Trigger Acceleration”); sum, in cash, less any forfeiture or lapsing of such shares shall be delayed until the sixtieth applicable withholding taxes, within ten (60th10) day business days after the date of such termination and shall only occur if your termination), plus (iii) salary continuation (payable in accordance with the Separation Agreement does Company’s normal payroll practices) as severance for a period of twelve (12) months after the date of your termination. You must agree not become effective on or before that sixtieth (60th) dayto compete with the Company during the period of your salary continuance as a condition to receiving these benefits.

Equity Compensation. Subject a) In consideration of your service as a consultant to the approval by Company during the Boardaforementioned period, the Company hereby grants to you will be granted on the right date hereof (the “Grant Date”) 20,000 restricted stock units (the “Restricted Stock Units”) with respect to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock (the “Purchase RightStock”), which is expected to represent 4.5% . b) The Restricted Stock Units are immediately and fully vested on the Grant Date. c) Upon the earlier of (i) the fully diluted equity capitalization date of the Company immediately following the first date on which the Company has sold preferred stock a transaction that constitutes with aggregate gross proceeds respect 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from servicechange in control event” within the meaning of Treasury Regulation Section 1.409A-1(h409A of the Internal Revenue Code or 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and (ii) October 28, 2013 (the applicable date, the “Settlement Date”), you will receive one share of Common Stock for each Restricted Stock Unit. d) Any cash dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if the shares of Common Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and subject will be held uninvested and without interest and shall be paid to you in cash on the Settlement Date. Any stock dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your signing behalf as if shares of Common Stock had been issued, provided that you shall not be entitled to receive such dividend until, and such dividends shall be paid to you, on the Separation Agreement (Settlement Date. e) You acknowledge that you shall have no rights as defined below) and a stockholder of the Separation Agreement becoming effective within sixty (60) days Company with respect to any shares of such termination, then 100% Common Stock covered by the Restricted Stock Units until you become the holder of record of the shares on the Settlement Date, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Common Stock made or arising prior to the Settlement Date, except as otherwise specifically provided for in this Letter Agreement. f) You acknowledge and agree that are subject no later than the Settlement Date you shall pay, or make arrangements to vesting pay or otherwise satisfy, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, and are unvested as local taxes that the Company is required to withhold with respect to the settlement of the date Restricted Stock Units. g) This grant of such termination will immediately become fully vested Restricted Stock Units shall not affect in any way the right or power of the Company’s board of directors (the “DoubleBoard”) or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or its subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any such change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-Trigger Acceleration”); off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any forfeiture Common Stock or lapsing securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company, then the Board shall make such shares adjustments to the Restricted Stock Units consistent with such change in such manner as the Board deems equitable to prevent substantial dilution or enlargement of your rights under the Restricted Stock Units. Any such adjustment determined by the Board shall be delayed until final, binding and conclusive on the sixtieth (60th) day after the date of such termination Company and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayyou and your heirs, executors, administrators, successors and assigns.

Equity Compensation. Subject As further compensation for the services rendered by EXECUTIVE, ------------------- upon his commencement of employment with COMPANY pursuant to the approval by the Boardthis Agreement, you EXECUTIVE will be granted the right an incentive stock option to purchase a number of 1,166,274 shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds to the Company in the amount of COMPANY at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right will be governed by the terms and conditions of 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 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 an exercise price per share subject of the lesser of $1.25 per share or the fair market value on the date of grant as determined by the Board of Directors. If, at the time of the Repricing Event (as defined below), the fair market value of COMPANY Common Stock is less than $1.25 per share, all of EXECUTIVE'S stock options granted pursuant to this Agreement shall be adjusted such that the Purchase Right will be new exercise price per share is equal to the fair market value of one share COMPANY Common Stock at the time of the Company’s Repricing Event; provided that, such adjusted exercise price shall not be higher than the COMPANY ------------- stock price determined in connection with a Qualified Equity Financing (as defined below); and provided further, ---------------- that the fair market value of COMPANY Common Stock as at the time of the Repricing Event shall be determined by the Board in good faith on its discretion. The "Repricing Event" is the date earlier to occur of (i) January 23, 2002 or (ii) the Board approves grant occurrence of a Qualified Equity Financing as defined in the COMPANY'S Certificate of Vote of Directors Establishing a Series or Class of Stock, dated February 27, 2001 (the "Certificate for COMPANY Series D Exchangeable Preferred Stock"). The "COMPANY stock price determined in connection with a Qualified Equity Financing" shall be the value per share of COMPANY stock corresponding to either the Original Qualified Equity Financing Stock Price (as defined in the Certificate for COMPANY Series D Exchangeable Preferred Stock) or the fair market value of Future Preferred Stock determined in accordance with Section 5(b) of the Purchase RightCertificate for COMPANY Series D Exchangeable Preferred Stock, as the case may be. The Purchase RightSuch options shall be issued pursuant to, and any additional equity awards granted by their exercise and the Company to you in the future, issuance of shares upon exercise shall be subject to acceleration to, the conditions of vesting substantially the Tucson Medical Corporation 1997 Incentive Stock Option/Issuance Plan, as follows: If within a Sale Event Window amended (as defined below), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below"Plan"), and in either case other than as a result the corresponding Stock Option Agreement and Notice of death or disability, and provided such termination constitutes a “separation from service” within Grant of Stock Option contemplated by the meaning of Treasury Regulation Section 1.409A-1(hPlan (the "Option Agreement"), and subject to your signing the Separation Agreement (as defined belowwell as paragraphs 3(d) and 5(e) below. Notwithstanding anything in this Agreement to the Separation Agreement becoming effective within sixty (60) days of such terminationcontrary, then 100% none of the shares that are subject options granted to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares EXECUTIVE shall be delayed exercisable until the sixtieth (60th) day after amendment of COMPANY'S Articles of Organization increasing the date number of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayauthorized shares of Luxtec Common Stock to 50,000,000.

Equity Compensation. Subject to As of the approval by commencement of employment, the BoardCompany will grant the Employee an inducement grant of 225,000 RSU’s (Restricted Stock Units). The RSUs will vest in four equal annual installments, you will be granted commencing as of the right to purchase a number of shares of grant date, and shall have such other terms generally consistent with the terms set forth in the Company’s Common Stock (the “Purchase Right”)2014 Equity Incentive Plan; provided, which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds to the Company however, that in the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject to event the Purchase Right will be governed by the terms and conditions of 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 total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Date, subject to your continuous service Employee’s employment 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted is terminated by the Company to you in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (or its successor) not for cause (as defined below), (a) or by the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment Employee for Good Reason (as defined below)) within 90 days prior to a Change of Control or one year following a Change of Control, the RSUs will vest and become immediately exercisable upon the effective date of termination of employment. For purposes of this Agreement, the term “Change of Control” shall have the meaning set forth in either case Section 2.10 of the Company’s Amended and Restated 2014 Incentive Compensation Plan and the term “Good Reason” means Employee resigns due to (i) he no longer reports to a person with a grade level equal to or higher than his, (ii) relocation of the Employee by the Company without Employee’s express written consent to 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 as an equivalent percentage reduction in the base salaries that applies to Employee’s entire business unit); or (iv) a result material breach by the Company of death or disabilitythis Employment Agreement; provided, and provided such termination constitutes a “separation from service” however, that with respect to each of the foregoing, Employee must (a) within the meaning of Treasury Regulation Section 1.409A-1(h), and subject to your signing the Separation Agreement ninety (as defined below) and the Separation Agreement becoming effective within sixty (6090) 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 termination, then 100% explanation and (c) provided Company has failed to cure any of the shares that are subject to vesting and are unvested as of the date foregoing within such thirty (30) day cure period, terminate Employee’s employment within thirty (30) days following expiration of such termination cure period. In addition to the inducement grant described above, the Company will immediately become fully vested (consider granting the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until Employee additional equity awards on an annual basis as per the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayCompany’s Compensation Policy.

Equity Compensation. Subject to Within a reasonable time following the approval by Commencement Date, the Board, you will Executive shall be granted the right offered a nonqualified stock option to purchase a number of 2,070,000 ordinary shares of the Company’s Common Stock BrightSphere Investment Group plc (the “Purchase RightOption 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 Option Award shall be granted under, and be subject to the terms of, the BrightSphere Investment Group plc 2017 Equity Incentive Plan (the “Equity Incentive Plan”). Twenty percent (20%) of the Option Award shall be vested on the date of grant (the “Initial Vesting Date”), which is expected to represent 4.5% of with the fully diluted equity capitalization of the Company immediately following remaining eighty percent (80%) vesting in equal twenty percent (20%) annual installments over a four-year period beginning on the 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 be governed by the terms and conditions of 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 total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Initial Vesting Date, subject to your continuous service the Executive’s continued employment with the Company on such vesting date, and (y) 1/48th of the total shares subject through 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. Upon the Executive’s involuntary termination without Cause, or the Executive’s resignation for Good Reason, within two (2) years following a “Change of Control,” as defined in the Equity Incentive Plan, the next twenty percent (20%) tranche of the Option Award shall vest upon the Termination Date, and the remaining unvested portion of the Option Award shall be forfeited. The exercise price per share Option Award shall have a term of five (5) years from the date of grant and will be subject to the Purchase Right will be equal Company’s Clawback Policy, as in effect from time to time, which includes the ability of the Company to clawback upon a termination of employment for Cause. The Option Award is being offered as an inducement to the fair market value of one share of Executive in connection with the Company’s Common Stock hiring of the Executive as determined its Chief Financial Officer and in consideration for the post-termination noncompetition provisions of Section 6.2(B). The Option Award shall be evidenced in writing by a stock option agreement, which will include such other terms as the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daydeems appropriate.

Equity Compensation. Subject With respect your equity incentive awards that were granted prior to March 31, 2021 under the approval by the BoardRoivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (as amended or restated from time to time, you will be granted the right to purchase a number of shares of the Company’s Common Stock (the “Purchase RightRSL Equity Plan”)) (such awards, which is expected the “Eligible Equity Awards”): (i) in the event of a termination of your employment (x) pursuant to represent 4.5% of Sections 4(b) or 4(e) or (y) upon mutual agreement between you and the fully diluted equity capitalization Company that it would be in the best interests of the Company immediately following to terminate your employment, all service-based vesting conditions (including any requirement that you be employed at the first date on which the Company has sold preferred stock time of achievement of an applicable performance-based vesting condition) with aggregate gross proceeds respect 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 be governed by the terms and conditions one-hundred percent (100%) of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares Eligible Equity Awards that are subject to vesting and are unvested outstanding as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares your employment shall be delayed until immediately waived; and (ii) in the sixtieth event of a termination of your employment pursuant to Section 4(d), all service-based vesting conditions (60thincluding any requirement that you be employed at the time of achievement of an applicable performance-based vesting condition) day after with respect to fifty percent (50%) of your Eligible Equity Awards that are outstanding as of the date of such termination of your employment shall be immediately waived; provided, in the case of each of clauses (i) and (ii) above, that (A) such Eligible Equity Awards shall only occur if remain subject to any additional vesting conditions or other terms and conditions otherwise applicable to such Eligible Equity Awards, including the Separation Agreement does not become achievement of any applicable performance-based vesting conditions and any condition requiring the occurrence of a liquidity event and (B) you sign within 60 calendar days after the applicable date of termination a release in the same or similar form of Exhibit A hereto (collectively, the “Equity Acceleration Benefits”). You and Parent agree that, notwithstanding anything to the contrary set forth in the RSL Equity Plan or any applicable award agreement thereunder, effective on as of the Effective Date, the Eligible Equity Awards (including any award agreement evidencing such awards) shall be deemed automatically amended to provide for the Equity Acceleration Benefits in accordance with, and subject to the terms of, this Section 5(e), without any further action necessary by you or before that sixtieth Parent. Each outstanding equity award (60thvested or unvested) dayheld by you other than the Eligible Equity Awards shall be governed by the terms of the applicable award agreement and plan under which such award was granted.

Equity Compensation. Subject As part of Employee’s compensation package Employee shall receive a non-qualified stock option (the “Option”) exercisable for a period of five years to purchase 15,000 shares of the approval Common Stock of the Company at a strike price of $1.50 per share. This option shall vest pro-rata over a 36-month period at the rate of 417 shares per month commencing on February 1, 2018. These options only vest if Fyoosion attains profitability post-closing. If Fyoosion is not profitable, the options shall not vest The terms related to Options are as follows: (i) All vested options must be exercised within 90 days from the termination of employment (ii) Options, whether vested or unvested shall be immediately forfeited in the event of termination of employment for cause and including, but not limited to, fraud, theft, Employee dishonesty and violation of Company policy; purchasing or selling securities of the Company without written authorization information guidelines, breaching any duty of confidentiality including that required competing with the Company; or a finding by the BoardCompany's Board that the Employee has acted against the interests of the Company Upon the occurrence of any of the following events, you will the Employee's rights with respect to Options granted to him hereunder shall be granted adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the right Employee and the Company relating to purchase such Options: If the shares of common stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of its common stock as a stock dividend on its outstanding common stock, the number of shares of common stock deliverable upon the Company’s Common Stock (exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the “Purchase Right”)purchase price per share to reflect such subdivision, which combination or stock dividend. - If the Company is expected to represent 4.5% be consolidated with or acquired by another entity pursuant to an Acquisition, the Board of any entity assuming the fully diluted equity capitalization obligations of the Company immediately following hereunder (the first date "Successor Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on which an equitable basis for the Company has sold preferred stock shares then subject to such Options the consideration payable with aggregate gross proceeds respect to the Company outstanding shares of common stock in connection with the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the Purchase Right will be governed by the terms and conditions excess of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share the shares subject to such Options over the exercise price thereof. - In the event of a recapitalization or reorganization of the Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of common stock, the Employee upon exercising Options shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his Options prior to such recapitalization or reorganization. - Except as expressly provided herein, no issuance by the Company of shares of common stock of any class or securities convertible into shares of common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. Subject (a) On the Effective Date, the Executive shall be granted special one-time awards of (i) 50,000 restricted stock units pursuant to and subject to the approval terms of the Restricted Stock Award Agreement substantially in the form attached as Appendix A of this Agreement (the "Special RSUs"), (ii) 473,940 stock options subject to the terms of the Stock Option Award Agreement substantially in the form attached as Appendix B of this Agreement (the "Special Options"), and (iii) 277,780 performance stock units subject to the terms of the Performance Share Unit Award Agreement substantially in the form attached as Appendix C of this Agreement (the "Special PSUs"). The Company shall issue an additional 50,000 Special RSUs promptly following the Executive’s purchase, after the Effective Date, in the open market Common Shares of the Company with an aggregate value at the time of purchase (disregarding any broker commissions or fees paid by the Board, you will Executive) of US$1,000,000 (the “Stock Purchase Condition”). All stock purchases by the Executive shall be granted the right to purchase a number of shares of in accordance with the Company’s xxxxxxx xxxxxxx policy. The Company shall have no obligation to issue the additional 50,000 Special RSUs if the Executive does not satisfy the Stock Purchase Condition by the later of (a) March 17, 2017 or (b) the date that is the 10th stock trading date after the Effective Date that the Executive was eligible to purchase Common Stock Shares under the Company’s xxxxxxx xxxxxxx policy. (b) On the Effective Date, the Company and the Executive shall execute the award agreements substantially in the forms attached as Appendix A (with respect to 50,000 Special RSUs), B and C (the “Purchase RightSpecial Award Agreements”), which is expected to represent 4.5% and with the exercise price of the fully diluted equity capitalization Special Options equal to the closing price of the common stock of the Company immediately following as reported on Nasdaq on the first Effective Date, or if there has been no sale on that date, on the last preceding date on which a sale occurred. Promptly following satisfaction of the Stock Purchase Condition, the Company has sold preferred stock and the Executive shall execute the Special Award Agreement substantially in the form attached as Appendix A with aggregate gross proceeds respect to 50,000 Special RSUs and with the same vesting schedule applicable to the Company in the amount initial grant of at least $10,000,000 cumulatively to such date50,000 Special RSUs. Any purchase future restricted stock units (“RSUs”), stock options (“Options”), performance share units (“PSUs”) or other form of shares equity compensation award granted to the Executive shall be determined by the Board or the Compensation Committee, in its discretion, and subject to the Purchase Right will be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayaward grants.

Equity Compensation. Subject (a) On the Effective Date, the Executive shall be granted special one-time awards of (i) a number of restricted stock units determined by dividing US$412,500 by the closing price of the Company’s common stock as reported on Nasdaq on the Executive’s first day of employment, or if there has been no sale on that date, on the last preceding date on which a sale occurred (the “Closing Price”) pursuant to and subject to the approval terms of the Restricted Stock Unit Award Agreement substantially in the form attached as Appendix A of this Agreement (the “Special RSUs”), (ii) a number of time-based stock options determined by dividing US$309,375 by the Boardcurrent Black/Scholes value of one option on the terms described herein with an exercise price equal to the Closing Price and subject to the terms of the Stock Option Award Agreement substantially in the form attached as Appendix B of this Agreement (the “Special Options”), you will be granted and (iii) a number of performance share units determined by dividing US$825,000 by the right Closing Price and subject to purchase a the terms of the Performance Share Unit Award Agreement substantially in the form attached as Appendix C of this Agreement (the “Special PSUs”). (b) Additionally, the Company shall grant an additional number of restricted stock units (the “Matching RSUs”) equal to the number of shares of the Company’s Common common stock purchased by Executive on the open market between the Executive’s first day of employment and December 12, 2019, provided that the value of the Matching RSUs will not exceed US$412,500, with the value per share for this purpose equal to the average cost per share paid by Executive in making such purchases. The Matching RSUs shall be subject to the restrictions, terms and conditions set forth in the Restricted Stock Unit Award Agreement substantially in the form attached as Appendix A of this Agreement. All stock purchases by the Executive shall be in accordance with the Company’s xxxxxxx xxxxxxx policy. (c) On the Effective Date, the Company and the Executive shall execute the award agreements substantially in the forms attached as Appendix A (with respect to the Special RSUs), Appendix B (with respect to the Special Options) and Appendix C (with respect to the Special PSUs) (collectively, the “Special Award Agreements”), and with the exercise price of the Special Options equal to the Closing Price. Within 120 days following the Executive’s first day of employment, the Company and the Executive shall execute a Special Award Agreement substantially in the form attached as Appendix A with respect to the Matching RSUs and with the same vesting schedule applicable to the initial grant of the Special RSUs. The stock purchases made by the Executive during the first 120 days of employment shall be retained as part of the Executive’s stock ownership requirement as further described in Section 7.2 and in accordance with the Company’s stock ownership policy. The Company shall have the right in its sole discretion to cancel all or part of the additional Matching RSU grant in the event the Executive, during the vesting period, disposes of any of the purchased stock. (d) The Company shall issue an additional number of RSUs (the “Purchase Right2021 RSUs”) determined by dividing $412,500 by the closing price of the Company’s common stock on January 29, 2021 subject to the restrictions, terms and conditions set forth in the Restricted Stock Award Agreement substantially in the form attached as Appendix A of this Agreement. The 0000 XXXx will be granted effective on the date of grant and will be initially 100% unvested and subject to forfeiture. One-third of the 0000 XXXx shall vest on each of the first three (3) anniversaries of the date of grant, subject to your continued employment with the Company. The equity grants described in paragraphs (a), (b) and (d) above are intended to represent sign-on inducement awards and three years of grants representing annual long-term incentive participation. Any future restricted stock units (“RSUs”), which is expected to represent 4.5% stock options (“Options”), performance share units (“PSUs”) or other form of the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds compensation award granted to the Company Executive shall be determined by the Board, in the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares its discretion, and subject to the Purchase Right will be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayaward grants.

Equity Compensation. Subject As consideration for Feehan’s agreements contained herein and for the purposes of satisfying the terms of Section 4(c) of the 2013 Agreement with respect to the approval 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 Boardaverage 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, you will be granted the right to purchase a number of shares 2017, 2018, 2019 and 2020. The other terms of the Company’s Common Stock 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 “Purchase Right”)award will remain eligible to vest so long as Feehan remains continuously (i) employed by CAM or any of its subsidiaries or other affiliates, which is expected to represent 4.5% and/or (ii) a member of the fully diluted equity capitalization of Board through the Company immediately following the 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 be governed by the terms and conditions of 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 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 applicable vesting date. The exercise price per share subject In addition, if Feehan ceases to the Purchase Right will be equal to the fair market value an employee of one share CAM and/or member of the Company’s Common Stock as determined by Board during the Board 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 Term due 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 Good Reason (as defined below), and in either case other than as a result of 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 provided the next vesting date scheduled to occur following such termination constitutes a “separation from service” within death or disability) will vest for the meaning of Treasury Regulation Section 1.409A-1(h)benefit of, and subject be payable to, Feehan if such cessation is due to your signing disability, or if such cessation is due to death, for the Separation Agreement (as defined below) benefit of, and be payable to his designated beneficiary or, if no beneficiary has been designated, in the Separation Agreement becoming effective within sixty (60) days name of such terminationhis estate. During the Term neither the Board nor the Compensation Committee intends to grant any additional long-term incentive awards to Feehan, then 100% including stock options, restricted stock, restricted stock units or other equity compensation; provided, however, after the Effective Date and through the remainder of the shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares Term Feehan shall be delayed until entitled to receive the sixtieth (60th) day after same annual grants of CAI equity pursuant to the date 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 such termination and shall only occur if CAI at each applicable meeting of shareholders during the Separation Agreement does not become effective on or before that sixtieth (60th) dayTerm.

Equity Compensation. Subject to the approval by the Board of Directors of the Company (the “Board”), you and as consideration for the Services, the Company will be granted the right grant Advisor an option to purchase a number 150,000 shares of shares common stock of the Company’s Common Stock , par value $0.001 per share (the “Purchase RightCommon Stock”), which is expected to represent 4.5% of under the fully diluted equity capitalization of the Company immediately following the first date on which the Company has sold preferred stock with aggregate gross proceeds to the Company in the amount of Company’s 2019 Equity Incentive Plan, at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right will be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be purchase price equal to the fair market value of one a share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination grant. The option will immediately become fully vested (vest as follows: half of the “Doubleshares will vest on the first anniversary of Effective Date, and following that, 1/24th of the shares will vest on a monthly basis thereafter, subject to Consultant’s continued full-Trigger Acceleration”)time employment on the relevant vesting dates. For the purposes of clarity, no shares will vest prior to Consultant’s commencement of employment with the Company and no rights to any vesting will be earned or accrued during the Services under this Agreement. Further, the board of directors of the Company shall accelerate the vesting of all of the then-unvested shares upon the consummation of a Sale Event; provided, however, that any forfeiture or lapsing and all acceleration and vesting of such shares shall be delayed until the sixtieth (60th) day after Shares in connection with a Sale Event is conditioned upon Consultant’s continuing Service from the date hereof through the date of such termination and Sale Event. A “Sale Event” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iii) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a person or entity or group of persons and/or entities, or (iv) any other acquisition of the business of the Company, as determined by the board of directors; provided, however, that the Company’s Initial Public Offering, any subsequent public offering or any other capital raising event, public or private, or a merger effected solely to change the Company’s domicile shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayconstitute a “Sale Event.”

Equity Compensation. Subject a) In consideration of your service as a consultant to the approval by Company during the Boardaforementioned period, the Company hereby grants to you will be granted on the right date hereof (the “Grant Date”) 5,000 restricted stock units (the “Restricted Stock Units”) with respect to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock (the “Purchase RightStock”), which is expected to represent 4.5% . b) The Restricted Stock Units are immediately and fully vested on the Grant Date. c) Upon the earlier of (i) the fully diluted equity capitalization date of the Company immediately following the first date on which the Company has sold preferred stock a transaction that constitutes with aggregate gross proceeds respect 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from servicechange in control event” within the meaning of Treasury Regulation Section 1.409A-1(h409A of the Internal Revenue Code or 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and (ii) October 28, 2013 (the applicable date, the “Settlement Date”), you will receive one share of Common Stock for each Restricted Stock Unit. d) Any cash dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if the shares of Common Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and subject will be held uninvested and without interest and shall be paid to you in cash on the Settlement Date. Any stock dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your signing behalf as if shares of Common Stock had been issued, provided that you shall not be entitled to receive such dividend until, and such dividends shall be paid to you, on the Separation Agreement (Settlement Date. e) You acknowledge that you shall have no rights as defined below) and a stockholder of the Separation Agreement becoming effective within sixty (60) days Company with respect to any shares of such termination, then 100% Common Stock covered by the Restricted Stock Units until you become the holder of record of the shares on the Settlement Date, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Common Stock made or arising prior to the Settlement Date, except as otherwise specifically provided for in this Letter Agreement. f) You acknowledge and agree that are subject no later than the Settlement Date you shall pay, or make arrangements to vesting pay or otherwise satisfy, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, and are unvested as local taxes that the Company is required to withhold with respect to the settlement of the date Restricted Stock Units. g) This grant of such termination will immediately become fully vested Restricted Stock Units shall not affect in any way the right or power of the Company’s board of directors (the “DoubleBoard”) or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or its subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any such change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-Trigger Acceleration”); off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any forfeiture Common Stock or lapsing securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company, then the Board shall make such shares adjustments to the Restricted Stock Units consistent with such change in such manner as the Board deems equitable to prevent substantial dilution or enlargement of your rights under the Restricted Stock Units. Any such adjustment determined by the Board shall be delayed until final, binding and conclusive on the sixtieth (60th) day after the date of such termination Company and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayyou and your heirs, executors, administrators, successors and assigns.

Equity Compensation. Subject (a) Promptly following the Effective Date, the Board of Directors (or its Compensation Committee) shall grant to the approval by the Board, you will be granted the right Executive a stock option to purchase a number of 3,476,972 shares of the Company’s Common Stock common stock (the “Purchase RightStarting Option”), which is expected to represent 4.5share number currently represents 4.75% of the fully fully-diluted equity capitalization share capital of the Company immediately following Company, at an exercise price per share equal to the first fair market value of the Company’s common stock on the date on which of the Company has sold preferred 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 aggregate gross proceeds 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 amount standard form for new employees approved by the Board of at least $10,000,000 cumulatively Directors), and shall be subject to such datethe provisions of the Company’s then-current stock incentive plan. Any purchase 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 Purchase Right will be governed by Starting Option vesting one year after the terms and conditions of your stock purchase agreement and will include a repurchase option in favor date of the Company that will be released as your shares vest in accordance commencement of the Executive’s employment with the following vesting schedule: (x) 25% Company, and the remainder of the total shares subject to the Purchase Right will vest Starting Option vesting in equal amounts on a monthly basis over the 12-month anniversary subsequent three years, until 100% of the Start DateStarting Option has become vested, subject to your continuous service with provided that 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 Executive remains employed by the Company on each such vesting date. The stock option agreement shall also describe (i) notwithstanding Section 8(b)(2)(ii) of the 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. For purposes clarity, if in connection with a Reorganization Event (as defined in the Plan), the Board of Directors provides written notice to the Executive that Executive’s unexercised options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Executive within a specified period following the date of such notice, then the Starting Option shall be deemed to fully accelerate. (b) In the event the Company consummates a sale of its capital stock pursuant to a bona fide equity financing round or rounds prior to the one year anniversary of the Effective Date from which the Company receives gross proceeds of not less than $5,000,000 in the aggregate (with a look back once such amount is exceeded) which is not pursuant to a public offering registered under the Securities Act of 1933 (as amended), the Board of Directors (or its Compensation Committee) shall grant to the Executive a stock option to purchase that number of shares of the Company’s common stock so that Executive shall maintain an ownership level equal to 4.75% of the Company on a fully diluted basis (the “Anti-dilution Option”). 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 Anti-dilution Option shall terminate six months after such termination (but in no event after the ten-year term of such Anti-dilution Option). The Anti- dilution Option shall be granted at an exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock common stock on the date of the grant as determined by the Board of Directors in good faith on and in a manner in compliance with Section 409A of the date Code. The Anti-dilution Option shall be governed by a stock option agreement (in the standard form for new employees approved by the Board approves grant of the Purchase Right. The Purchase RightDirectors), and any additional equity awards granted by the Company to you in the future, shall be subject to acceleration the provisions of the Company’s then-current stock incentive plan. The stock option agreement shall describe the vesting substantially of the Anti-dilution Option, which shall be as follows: If within vesting over a Sale Event Window (as defined below)four-year period, (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 100with 25% of the shares that are subject to the Anti-dilution Option vesting at the same times as the Starting Option. The stock option agreement shall also describe (i) notwithstanding Section 8(b)(2)(ii) of the Plan, a provision for full acceleration if an Acquisition occurs during the Employment Period or Executive is terminated in contemplation of such Acquisition and are unvested (ii) a provision for 12-months acceleration of vesting upon Executive’s termination without Cause or for Good Reason. For purposes clarity, if in connection with a Reorganization Event (as defined in the Plan), the Board of Directors provides written notice to the Executive that Executive’s unexercised options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Executive within a specified period following the date of such termination will immediately become fully vested (notice, then the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares Anti- dilution Option shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) daydeemed to fully accelerate.

Equity Compensation. Subject to As soon as practicable following the approval by closing of the BoardMerger, you will be granted the right Parent shall grant Executive stock options with a 10-year term to purchase a number of shares of the Company’s Common Stock Class A common stock of Parent (the “Purchase RightOptions”) 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 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 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 , 2013 (the “Stockholders Agreement”)), which is expected and (Z) Executive ceasing to represent 4.5% of the fully diluted equity capitalization serve as a member of the Company immediately 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 first latest of (A) the date on which Executive resigns his employment, (B) the date Executive’s employment is terminated by 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 be governed by the terms and conditions of 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 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 datefor Cause, and (yC) 1/48th 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share 10-year term of the Company’s Common Stock as determined by Options), or (ii) in all other cases, the Board in good faith on the date the Board approves grant remainder of the Purchase Right10-year term of the Options. The Purchase Right, and any additional equity awards granted by the Company to you in the future, All Options shall be subject to acceleration the customary terms of an equity incentive plan to be implemented following the closing of the Merger and the terms 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 Stockholders Agreement and (z) accelerated vesting substantially as follows: If within upon a Sale Event Window “Change in Control” (as defined below), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. Subject As part of Employee’s compensation package Employee shall receive a non-qualified stock option (the “Option”) exercisable for a period of five years to purchase 100,000 shares of the approval Common Sock of the Company at a strike price of $1.50 per share. This option shall vest pro-rata over a 36-month period at the rate of 2,777 shares per month commencing on February 1, 2018. These options only vest if Fyoosion attains profitability post-closing. If Fyoosion is not profitable, the options shall not vest The terms related to Options are as follows: (i) All vested options must be exercised within 90 days from the termination of employment (ii) Options, whether vested or unvested shall be immediately forfeited in the event of termination of employment for cause and including, but not limited to, fraud, theft, Employee dishonesty and violation of Company policy; purchasing or selling securities of the Company without written authorization information guidelines, breaching any duty of confidentiality including that required competing with the Company; or a finding by the BoardCompany's Board that the Employee has acted against the interests of the Company Upon the occurrence of any of the following events, you will the Employee's rights with respect to Options granted to him hereunder shall be granted adjusted as hereinafter provided unless otherwise specifically provided in a written agreement between the right Employee and the Company relating to purchase such Options: If the shares of common stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of its common stock as a stock dividend on its outstanding common stock, the number of shares of common stock deliverable upon the Company’s Common Stock (exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the “Purchase Right”)purchase price per share to reflect such subdivision, which combination or stock dividend. - If the Company is expected to represent 4.5% be consolidated with or acquired by another entity pursuant to an Acquisition, the Board of any entity assuming the fully diluted equity capitalization obligations of the Company immediately following hereunder (the first date "Successor Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on which an equitable basis for the Company has sold preferred stock shares then subject to such Options the consideration payable with aggregate gross proceeds respect to the Company outstanding shares of common stock in connection with the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the Purchase Right will be governed by the terms and conditions excess of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share the shares subject to such Options over the exercise price thereof. - In the event of a recapitalization or reorganization of the Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of common stock, the Employee upon exercising Options shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his Options prior to such recapitalization or reorganization. - Except as expressly provided herein, no issuance by the Company of shares of common stock of any class or securities convertible into shares of common stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.

Equity Compensation. Subject You agree that the only equity compensation which the Company shall be obligated to provide you is as follows: (i) Within thirty (30) days from date of the approval by second issuance of the BoardCompany’s Series C Preferred Stock or, if such issuance does not occur within sixty (60) days of the date of the purchase agreement (the “Purchase Agreement”) governing the sale of such Series C Preferred Stock, within ninety (90) days from the date of this Agreement, you will shall be granted the right a warrant with an exercise period of ten years to purchase a number that amount of shares of the Company’s Series C Preferred Stock as represents one percent (1%) of the Fully-Diluted Common Stock (as defined below) as of the completion of all closings for the sale of such Series C Preferred Stock pursuant to the Purchase Agreement, at an exercise price per share equal to the lowest price being paid by investors in the Purchase Agreement. The Warrant shall be in a form reasonably satisfactory to you and the Company. (ii) Reasonably promptly following the date of the second issuance of the Company’s Series C Preferred Stock or, if such issuance does not occur within sixty (60) days of the date of the Purchase Agreement, within ninety (90) days from the date of this Agreement, you shall be granted options (“Purchase RightOptions”), which is expected pursuant to represent 4.5% a written stock option agreement between the Company and you under the Company’s 2004 Stock Option Plan, as amended (the “Plan”), to purchase shares of the fully diluted equity capitalization of Company’s common stock, par value $.001 per share (the Company immediately following “Common Stock”), representing, together with any options (the first date on which the Company has sold preferred stock with aggregate gross proceeds “Consulting Agreement Options”) granted 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 be governed by the terms and conditions of your stock purchase agreement and will include a repurchase option in favor of the Company that will be released as your shares vest you in accordance with the following vesting schedule: Consulting Agreement, up to five percent (x5%) 25% of the total shares subject Fully-Diluted Common Stock as of the completion of all closings for the sale of such Series C Preferred Stock pursuant to the Purchase Right will vest on the 12-month anniversary of the Start DateAgreement, 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 at an exercise price per share subject to the Purchase Right will be equal to the fair market value of the Common Stock on the date of grant (based upon an evaluation thereof by an independent third party consultant). The number of Options granted to you in accordance with this Agreement that shall be immediately exercisable (“Immediately Exercisable Options”) shall be equal to the number of Options that, together with the Consulting Agreement Options, represent one share percent (1.0%) of the Company’s Fully-Diluted Common Stock as determined by the Board in good faith on the date the Board approves grant of the completion of all closings for the sale of such Series C Preferred Stock pursuant to the Purchase RightAgreement. The Purchase RightAll Options other than Immediately Exercisable Options shall vest, and any additional equity awards granted by the Company to you except as provided below, in the future, sixteen equal quarterly installments (fractional shares shall be subject rounded down to acceleration the nearest whole share), with the first installment vesting on June 1, 2007. Notwithstanding the foregoing, (A) all of vesting substantially as follows: If within the Options shall become fully vested and exercisable if a Sale Event Window Change in Control (as defined below), ) occurs while you are an employee of the Company (aor within ninety (90) days after the termination of your employment by the Company without Cause or by you for Good Reason) and (B) the Company terminates Options shall cease to vest upon the date that your employment terminates unless your employment is terminated by the Company without Cause (as defined below), ) or (b) you terminate your employment resign for Good Reason (as defined below), and in either which case other than as a result the Options shall continue to vest for nine (9) months following such date of death termination for the number of full quarterly installments that occur during nine (9) month period, provided that such continued vesting is conditional on (x) your not being in breach of your obligations under Section 6 of this Agreement or disabilityyour Proprietary Rights Agreement which breach, if reasonably curable, is not cured within 30 days after delivery to you by the Company of written notice of such breach, and provided such termination constitutes a “separation (y) the Company’s receipt of an executed Waiver and Release Agreement in the from service” within the meaning of Treasury Regulation Section 1.409A-1(h), and subject to your signing the Separation Agreement (attached hereto as defined below) Exhibit I and the Separation Agreement becoming effective within sixty (60) days of such termination, then 100% expiration of the shares that are subject revocation period set forth therein. With respect to vesting and are unvested as then exercisable Options, you shall have an exercise period of three years from the later of the date of the termination of your employment, any consultancy to the Company or membership of the Board. Payment of the exercise price for the Options may be made at your option by the surrender and cancellation of shares of Common Stock owned by you or issuable upon exercise of the Options, which shall be valued and credited based upon an evaluation thereof by an independent third party consultant selected by the Company and reasonably acceptable to you. The Option Agreement shall be in a form reasonably satisfactory to you and the Company. (iii) For purposes of this Agreement, “Fully-Diluted Common Stock” means, as of any particular date, the number of shares of Common Stock then issued and outstanding (treating all securities of the Company convertible into or exercisable or exchangeable for shares of Common Stock, including without limitation, options, warrants, preferred stock and convertible notes and debentures (“Convertible Securities”) and all securities convertible into, or exercisable or exchangeable for Convertible Securities as having been fully converted into or exercised or exchanged for, as applicable, shares of Common Stock) plus any and all options authorized and available, but not then granted, under the Plan. (iv) For purposes of this Agreement, “Change of Control” means (A) a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such termination will merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately become fully vested prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the “Double-Trigger Acceleration”); any forfeiture surviving or lapsing resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; provided that, for the purpose of this definition, all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such merger or consolidation, or upon conversion of options, warrants, preferred stock and convertible notes and debentures outstanding immediately prior to such merger or consolidation shall be delayed until deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the sixtieth same terms as the actual outstanding shares of Common Stock are converted or exchanged, (60thB) day after the date sale, lease, exchange or other transfer (in one transaction or a series of such termination and shall only occur if related transactions) of all or substantially all of the Separation Agreement does not become effective on assets of the Company or before that sixtieth (60thC) daythe liquidation or dissolution of the Company or the Company ceasing to do business.

Equity Compensation. The Company has recommend to its Board of Directors that Employee be granted the following equity awards as additional compensation and such awards have been approved, pending the commencement of employment: (i) Subject to the approval by commencement of employment, Employee shall be granted a restricted stock unit on the Board, you Commencement Date representing 10,000 shares of Class A common stock (the “RSU’s”). The RSU’s shall vest in full upon Employee’s completion of two full years of employment (the “Vesting Date”). The RSU’s will be granted the right pursuant to purchase a number of shares of the Company’s Common Stock equity compensation plans (the “Purchase RightEquity Plans”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately following the 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 ) and will be governed by the terms and conditions of your stock such plans. Except as set forth in Section 10(d)(ii), the RSU’s shall be forfeited if the Employment is terminated prior to the Vesting Date. (ii) Subject to the commencement of employment, Employee shall be granted an option on the Commencement Date to purchase agreement and will include a repurchase option in favor 20,000 shares of the Company that will be released as your shares vest in accordance Class A common stock, with the following vesting schedule: (x) 25an exercise price equal to 100% of the 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share the underlying shares on the date of grant, subject to a four-year vesting schedule (25% vesting on the first anniversary of the Commencement Date and the remainder vesting in 12 equal installments each quarter thereafter over the next three years). This option shall be granted as an “inducement option” under NASDAQ Marketplace Rule 4350 and shall be granted outside of the Equity Plans, but shall be governed in all material respects as if it was granted under the Company’s Common Stock 2005 Equity Incentive Plan, mutatis mutandis. This option will be treated for tax purposes as determined by the Board in good faith on the date the Board approves grant of the Purchase Righta non-statutory stock option. The Purchase Right, foregoing share amounts and any additional equity awards granted by the Company to you in the future, share purchase prices shall be subject adjusted, as necessary, to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined below)give effect to any stock split, (a) reverse stock split, stock dividend, recapitalization or similar transaction affecting the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares Company’s Class A common stock that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day is effected after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayEffective Date.

Equity Compensation. Subject The Metabolix, Inc. 2006 Stock Option and Incentive Plan, any other authorized stock plan in effect from time to time, and/or any agreements between you and the Company governing equity compensation (other than this Agreement but including any plans or agreements necessary to grant “inducement awards” to you in accordance with Nasdaq rules) that the Company may reasonably require consistent with the terms of this Agreement are referred to as the “Equity Documents.” Pursuant and subject to the approval by Equity Documents, the BoardCompany shall grant you: (i) on the Announcement Date, you will be granted the right an option to purchase 1,150,000 shares of Company stock (the “Initial Option”). The Initial Option shall have a number of shares ten year term and an exercise price equal to the closing price of the Company’s Common Stock stock on the Nasdaq on the Announcement Date. Twenty-five percent (25%) of the “Purchase Right”), which is expected to represent 4.5Initial Option will vest on the two year anniversary of the Commencement Date; 25% of the fully diluted equity capitalization Initial Option will vest on the three year anniversary of the Company immediately following Commencement Date; and the first date remaining 50% of the Initial Option will vest on which the Company has sold preferred stock with aggregate gross proceeds to four year anniversary of the Company in Commencement Date. Further terms and conditions (not inconsistent herewith) of the amount of at least $10,000,000 cumulatively to such date. Any purchase of shares subject to the Purchase Right Initial Option will be governed by the terms and conditions Equity Documents. (ii) 600,000 performance shares of your Company stock purchase agreement and will include a repurchase option in favor on the Commencement Date (the “Performance Shares”). Vesting of the Company that Performance Shares will be released triggered by (A) the Company’s stock attaining certain price levels based on the average closing price of the Company’s stock on Nasdaq (or such other exchange or trading market as your shares vest may be applicable from time to time) over any ten consecutive trading day period (each a “Stock Price Vesting Target”) and/or (B) upon the good faith determination of the Board or its Executive Committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”), as set forth in accordance with the following table below. Once vesting schedule: (x) of Performance Shares has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then 25%, 25% and 50% of the total shares subject to the Purchase Right Performance Shares so triggered will vest on the 12-month first, second and third anniversaries, respectively, of the date the vesting of such Performance Shares was triggered. To the extent vesting of the Performance Shares has not been triggered by the second anniversary of the Start Commencement Date, subject to your continuous service with the Company on they will be forfeited and such vesting date, and (y) 1/48th of the total shares subject to the Purchase Right will Performance Shares shall not vest in monthly installments thereafter, subject in each case to your continuous service with the Company on each such vesting dateunder any circumstances. The exercise price $3 per share subject to the Purchase Right will be equal to the fair market value of one Stock Price Vesting Target 150,000 $4 per share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.Price Vesting Target 150,000 $5 per share Stock Price Vesting Target 150,000

Equity Compensation. Subject a) In consideration of your participation as a member of the Board during the aforementioned period, the Company hereby grants to you on the approval by date hereof (the Board, you will be granted “Grant Date”) 50,000 restricted stock units (the right “Restricted Stock Units”) with respect to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock (the “Purchase RightStock”), which is expected to represent 4.5% . b) The Restricted Stock Units are immediately and fully vested on the Grant Date. c) Upon the earlier of (i) the fully diluted equity capitalization date of the Company immediately following the first date on which the Company has sold preferred stock a transaction that constitutes with aggregate gross proceeds respect 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 be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from servicechange in control event” within the meaning of Treasury Regulation Section 1.409A-1(h409A of the Internal Revenue Code or 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and (ii) October 28, 2013 (the applicable date, the “Settlement Date”), you will receive one share of Common Stock for each Restricted Stock Unit. d) Any cash dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if the shares of Common Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and subject will be held uninvested and without interest and shall be paid to you in cash on the Settlement Date. Any stock dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your signing behalf as if shares of Common Stock had been issued, provided that you shall not be entitled to receive such dividend until, and such dividends shall be paid to you, on the Separation Agreement (Settlement Date. e) You acknowledge that you shall have no rights as defined below) and a stockholder of the Separation Agreement becoming effective within sixty (60) days Company with respect to any shares of such termination, then 100% Common Stock covered by the Restricted Stock Units until you become the holder of record of the shares on the Settlement Date, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Common Stock made or arising prior to the Settlement Date, except as otherwise specifically provided for in this Letter Agreement. f) You acknowledge and agree that are subject no later than the Settlement Date you shall pay, or make arrangements to vesting pay or otherwise satisfy, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, and are unvested as local taxes that the Company is required to withhold with respect to the settlement of the date Restricted Stock Units. g) This grant of Restricted Stock Units shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or its subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any such termination will immediately become fully vested (change in the “Doublecapital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-Trigger Acceleration”); off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any forfeiture Common Stock or lapsing securities convertible into Common Stock, any sale or transfer of all or part of the Company’s assets or business, or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company, then the Board shall make such shares adjustments to the Restricted Stock Units consistent with such change in such manner as the Board deems equitable to prevent substantial dilution or enlargement of your rights under the Restricted Stock Units. Any such adjustment determined by the Board shall be delayed until final, binding and conclusive on the sixtieth (60th) day after the date of such termination Company and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayyou and your heirs, executors, administrators, successors and assigns.

Equity Compensation. Subject As a material inducement to the approval Executive accepting employment with the Company, effective on the Commencement Date, the Executive shall be granted an 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 “Option”). The Option shall be granted pursuant to the terms and conditions of the Company’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), such Option (and any other equity awards then held by the BoardExecutive) 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 Board or the Compensation Committee from time to time. In addition, you will the Executive shall be granted the right an additional option to purchase a number of shares of the Company’s Common Stock (the “Purchase Right”), which is expected to represent 4.5% of the fully diluted equity capitalization of the Company immediately as soon as possible following the Company’s first date on which completed equity financing that occurs after 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 be governed by the terms and conditions of 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 total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Commencement Date, subject to your continuous service with the Board’s approval of the 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 on following such vesting date, and (y) 1/48th financing will be for the Executive to have the right to purchase no less than 15% 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 Company’s fully diluted capitalization post grant. Any such vesting date. The new option shall have an exercise price per share subject to the Purchase Right will be equal to the then fair market value of one share the Common Stock on the date of grant and shall be subject to the terms of the Company’s Common 2014 Stock as determined by the Board 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 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayIncentive Plan.

Equity Compensation. Subject to the approval by the Board, you will be granted the right to purchase a number of shares confirmation of the -------------------- Company’s Common Stock 's Chapter 11 plan of reorganization (the “Purchase Right”"Plan"), the "Reorganized Company" (defined as the Company as it may be constituted upon and immediately following the consummation of the Plan) will implement a stock option plan (the "New Management Incentive Plan"), which will not be inconsistent with 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 expected consummated), options to represent 4.5purchase 2.5% of the fully diluted equity capitalization Common Stock of the Reorganized Company, after exercise of the options (the option to purchase any one share of Reorganized Company immediately following Common Stock hereafter referred to as an "Option"). Each Option shall have an exercise price equal to the first date 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 the 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 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 be governed by the terms and conditions of 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) Executive may exercise 25% of the total shares subject to Options after the Purchase Right will vest on the 12-month first anniversary of the Start Commencement Date, subject to your continuous service the Executive's continued employment with the Company on such vesting date, and (y) 1/48th other than as stated herein). The remainder of the total shares 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 Purchase Right will vest in monthly installments thereafter, subject in each case to your continuous service Executive's continued employment with the Company on each such vesting date(other than as stated herein). The exercise price per share subject to Options shall not expire until the Purchase Right will be equal to date that is nine years from the fair market value of one share Effective Date; provided that such Options (whether or not vested) shall expire immediately upon termination of the Company’s Common Stock as determined by Executive's employment for Cause. If the Board in good faith on the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted Executive is terminated by the Company to you without "Cause," in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window (as defined below), (aaccordance with Section 6(c) the Company terminates your employment without Cause (as defined below)herein, or (b) you terminate your if the Executive terminates his employment for "Good Reason (Reason," in accordance with Section 6(f) herein, any unvested Options will expire as defined below), and in either case other than as a 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 date of such termination, then 100% and any unexercised vested Options shall expire on the earlier of the shares expiration date of the Option or the date that are subject is twelve months after the date of such termination. If the Executive's employment is terminated due to vesting death or disability (in accordance with Section 6(b) herein), any unvested Options will expire as of the date of such termination, and are 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 will immediately become fully vested (shall expire on the “Double-Trigger Acceleration”); any forfeiture earlier of the expiration date of the Option or lapsing of such shares shall be delayed until the sixtieth (60th) day date that is three months after the date of such termination termination. Notwithstanding the foregoing, the Options shall become fully vested upon the occurrence of a 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 option agreement, including, but not limited to, a formal "cashless exercise" program maintained with an outside broker. The Executive's option agreement shall only occur if contain a provision that authorizes the Separation Agreement does not become effective on or before Executive to require the Company to withhold shares of Common Stock from the shares of Common Stock that sixtieth (60th) daywould otherwise be issuable to the Executive as a result of the exercise of the Common Stock under the Option in order to satisfy the Company's required tax withholding obligation.

Equity Compensation. Subject to the approval by the Board, you Executive will be granted the right to purchase receive a number grant of restricted stock covering 400,000 shares of the Company’s Common Stock Company common stock (the “Purchase RightInitial Equity Award”), which is expected to represent 4.5. The Initial Equity Award will vest as follows: (i) 20% of the fully diluted equity capitalization of the Company immediately following the 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 Initial Equity Award will vest on December 15, 2014 (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, in each case, subject to Executive’s continued service to the Company through each vesting date or as 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 governed by 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 Committee in its discretion. The Executive will have the opportunity to discuss the nature of your stock purchase agreement and will include a repurchase option in favor any applicable performance goals with the Committee prior to such performance goals being established. The tax withholding obligations related to the vesting of the Company that Initial Equity Award will be released as your satisfied by the Company withholding otherwise issuable shares vest having a fair market value equal to the minimum statutory amount required to be withheld, in accordance with the following vesting schedule: (xCompany’s then-current tax withholding practice for executive officers generally. Notwithstanding anything in this Section 4(c) 25% of the total shares subject to the Purchase Right will vest on the 12-month anniversary of the Start Datecontrary, 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by ability to grant equity awards, other than the Board in good faith on the date the Board approves grant Initial Equity Award, under Company stock plans is subject to stockholder approval of reservation of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company to you in the future, shall be subject to acceleration requisite number 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 Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayshares.

Equity Compensation. Subject (a) The Executive shall be entitled to participate in the approval stock-based employee benefit plans, including, without limitation, the 1998 Restatement of the Abercrombie & Fitch Co. Stock Option and Performance Incentive Plan (the "Stock Incentive Plan") and the Abercrombie & Fitch Co. 2002 Stock Option Plan for Associates (the "2002 Stock Option Plan") maintained by the Company, on such terms and conditions as may be determined from time to time by the Compensation Committee of the Board. (b) In exchange for the Executive agreeing to forego participation, you will in respect of each fiscal year of the Company ending after February 3, 2003, in the Company's program pursuant to which executive officers of the Company are eligible to receive annual grants of restricted shares under the Stock Incentive Plan (or any other stock-based employee benefit plan maintained by the Company), on January 30, 2003, the Executive shall be granted a career share award representing the right to purchase a receive 1,000,000 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of the Company (the "Career Share Award") in accordance with the terms of this Agreement. The Career Share Award is being granted under the Stock Incentive Plan and shall be adjusted in respect of the number of shares of the Company’s Class A Common Stock (which may be received by the “Purchase Right”), which is expected Executive thereunder to represent 4.5% prevent dilution or enlargement of the fully diluted equity Executive's rights, in the event of certain changes in the capitalization of the Company, in a manner consistent with the provisions of Article 16 of the Stock Incentive Plan. Subject to the provisions of Subsections 10(b)(vi), 10(d)(iv) and 10(e)(iv) of this Agreement, the Career Share Award shall become vested on December 31, 2008 as to all 1,000,000 of the shares of Class A Common Stock, provided that the Executive remains continuously employed by the Company through such date. A stock certificate or other appropriate documentation evidencing the shares shall be delivered to the Executive on March 31st of the calendar year immediately following the first date on calendar year in which the Company has sold preferred Executive's employment is terminated and the Executive shall thereupon become the holder of those shares of Class A Common Stock. Until such time as the stock with aggregate gross proceeds to certificate or other appropriate documentation evidencing such shares shall have been issued, the Company Executive shall have no rights in respect of such shares. Notwithstanding the amount foregoing, upon the occurrence of at least $10,000,000 cumulatively to such date. Any purchase a Change of shares subject to the Purchase Right will be governed by the terms and conditions of 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 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 exercise price per share subject to the Purchase Right will be equal to the fair market value of one share of the Company’s Common Stock as determined by the Board 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 to you in the future, shall be subject to acceleration of vesting substantially as follows: If within a Sale Event Window Control (as defined below), (a) the Company terminates your employment without Cause (as defined below), or (b) you terminate your employment for Good Reason (as defined below), and in either case other than as a 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 shares that are subject to vesting and are unvested as of the date of such termination will immediately become fully vested (the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) day.in

Equity Compensation. Subject As of the Effective Date and as a material inducement to the approval by Officer to enter into employment with the BoardCompany, you will be the Compensation Committee granted to the right Officer a warrant to purchase a number of 70,000 shares of the Company’s Common Stock common stock, no par value (the “Purchase RightCommon Stock”), which is expected with an exercise price per share equal to represent 4.5% the $5.90 per share (the “Warrant”). The Warrant shall vest one third (1/3) on each of the fully diluted equity capitalization three subsequent anniversaries of the Company immediately following Effective Date. All vesting requires that the 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 be governed Officer is employed by the terms and conditions of 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 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 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 Warrant shall immediately become one hundred percent (y100%) 1/48th vested. The Warrant shall be exercisable for cash, or at the option of the total 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 to vesting as provided herein (the Purchase Right will “Restricted Stock”). The Restricted Stock shall vest in monthly installments thereafter, subject in one third (1/3) on each case to your continuous service with of the three subsequent anniversaries of the Effective Date. All vesting requires that the Officer is employed by the Company on each such vesting 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 exercise price per share subject 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 Purchase Right will be terms of this Agreement, the Compensation Committee shall grant the Officer a cash payment equal to the fair market value of one share the Restricted Stock as of the Company’s Common Stock as determined by date of the Board occurrence of the Change in good faith on Control or the date the Board approves grant of the Purchase Right. The Purchase Right, and any additional equity awards granted by the Company 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 Officer’s resignation for Good Reason (as defined belowapplicable). 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 effective registration statement or an exemption from the 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 Warrant and the Restricted Stock may be disposed of only in accordance with the Securities Act of 1933, as amended, and in either case other than as a result any applicable state securities laws. The Officer shall be eligible to receive future grants of death or disability, and provided such termination constitutes a “separation from service” within equity compensation at 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% discretion of the shares that are subject to vesting and are unvested as Compensation Committee. For purposes of this Agreement, the date of such termination will immediately become fully vested (following terms shall have the “Double-Trigger Acceleration”); any forfeiture or lapsing of such shares shall be delayed until the sixtieth (60th) day after the date of such termination and shall only occur if the Separation Agreement does not become effective on or before that sixtieth (60th) dayfollowing meanings.