Common use of Outstanding Equity Awards Clause in Contracts

Outstanding Equity Awards. The Parties acknowledge that the Company and Executive are currently parties to (i) a Restricted Stock Agreement, dated August 30, 2021 (the “RSA Agreement”), pursuant to which Executive was granted 90,000 shares of restricted common stock of the Company (the “RSA Shares”) under the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (the “Plan”) upon the terms and conditions set forth in the RSA Agreement and the Plan, of which 60,000 shares are vested and 30,000 shares are unvested as of the date of this Agreement (the “Unvested RSA Shares”), and (ii) a Restricted Performance Stock Agreement, dated August 20, 2021 (the “PSA Agreement”), pursuant to which Executive was granted 510,000 shares of restricted common stock of the Company (the “PSA Shares”) under the Plan upon the terms and conditions set forth in the PSA Agreement and the Plan, none of which shares have vested as of the date of this Agreement. Executive and the Company hereby agree that, upon the first day following the expiration of the Revocation Period and only if Executive has not revoked this Agreement pursuant to Section 19 and/or 20 below, all of the Unvested RSA Shares shall be deemed to become fully vested and the forfeiture restrictions with respect thereto shall be deemed to lapsed notwithstanding anything in the RSA Agreement or the Plan to the contrary. Executive and the Company hereby further agree and acknowledge that the forfeiture restrictions on the entirety of the PSA Shares have not lapsed, none of the PSA Shares have vested, all of the PSA Shares shall be deemed forfeited as of the date of this Agreement, and the PSA Agreement is hereby terminated. Executive acknowledges that, subject to the foregoing, he does not hold and is not entitled to any options, restricted shares, performance shares, restricted stock units, or other equity awards from the Company.

Outstanding Equity Awards. The Parties acknowledge that the Company and Executive are currently parties to (i) to: a. a Restricted Stock Agreement, dated August 303, 2021 2022 (the “RSA Agreement”), pursuant to which Executive was granted 90,000 13,000 shares of restricted common stock of the Company (the “RSA Shares”) under the Company’s 2016 Employee Equity Compensation Restricted Stock Plan, as amended, restated, and renamed as the 2022 Employee Equity Compensation Plan (the “Plan”) ), upon the terms and conditions set forth in the RSA Agreement and the Plan, of which 60,000 shares are 4,333 RSA Shares have previously vested and 30,000 shares are unvested as of the date of this Agreement Effective Date, 4,333 RSA Shares are unvested and scheduled to vest on August 3, 2024 (the “Unvested Second RSA SharesTranche”), and 4,334 RSA Shares are unvested and scheduled to vest on August 3, 2025 (ii) the “Third RSA Tranche”); b. a Restricted Performance Stock Unit Agreement, dated August 20June 15, 2021 2023 (the “PSA RSU Agreement”), pursuant to which Executive was granted 510,000 shares of 11,750 restricted common stock of the Company units (the “PSA SharesRSUs”) under the Plan upon the terms and conditions set forth in the PSA RSU Agreement and the Plan, of which no RSUs have previously vested as of the Effective Date, 3,916 RSUs are unvested and scheduled to vest on June 15, 2024 (the “First RSU Tranche”), 3,917 RSUs are unvested and scheduled to vest as of June 15, 2025 (the “Second RSU Tranche”), and 3,917 RSUs are unvested and scheduled to vest as of June 15, 2026; c. a Restricted Performance Stock Agreement, dated June 15, 2023 (the “PSU Agreement”), pursuant to which Executive was granted 8,000 performance stock units (“PSUs”) under the Plan upon the terms and conditions set forth in the PSU Agreement and the Plan, none of which shares PSUs have vested or been earned as of the date of this Agreement; and d. a Restricted Stock Unit Agreement, dated May 16, 2024 (the “Special RSU Agreement”), pursuant to which Executive was granted 74,850 RSUs under the Plan upon the terms and conditions set forth in the Special RSU Agreement and the Plan, of which 14,970 RSUs are unvested and scheduled to vest on June 30, 2024 (the “May 2024 First Tranche”), 22,455 RSUs are unvested and scheduled to vest on August 31, 2024 (the “May 2024 Second Tranche”), and 37,425 RSUs are unvested and scheduled to vest on August 31, 2025. Executive and the Company hereby agree that, upon the first day following the expiration of the Revocation Period and only if Executive has not revoked this Agreement pursuant to except as specifically stated in Section 19 and/or 20 5 below, all of the Unvested unvested RSA Shares shall be deemed to become fully vested and the forfeiture restrictions with respect thereto shall be deemed to lapsed notwithstanding anything in under the RSA Agreement or the Plan to the contrary. Executive and the Company hereby further agree and acknowledge that the forfeiture restrictions on the entirety of the PSA Shares have not lapsed, none of the PSA Shares have vestedAgreement, all of unvested RSUs under the PSA Shares RSU Agreement, all PSUs under the PSU Agreement, and all RSUs under the Special RSU Agreement shall be deemed forfeited and terminated in their entirety as of the date of this Agreement, and the PSA Agreement is hereby terminatedEffective Date. Executive acknowledges that, subject to the foregoing, he she does not hold and is not entitled to any options, restricted shares, performance shares, restricted stock units, or other equity awards from the Company.

Outstanding Equity Awards. The Parties acknowledge that the Company and Executive are currently parties to (ia) a Restricted Stock Agreement, dated August 30, 2021 (the “RSA Agreement”), pursuant to which Executive was granted 90,000 shares of restricted common stock of the Company (the “RSA Shares”) under the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (the “Plan”) upon the terms and conditions set forth in the RSA Agreement and the Plan, of which 60,000 shares are vested and 30,000 shares are unvested as of the date of this Agreement (the “Unvested RSA Shares”), and (ii) a Restricted Performance Stock Agreement, dated August 20, 2021 (the “PSA Agreement”), pursuant to which Executive was granted 510,000 shares of restricted common stock of the Company (the “PSA Shares”) under the Plan upon the terms and conditions set forth in the PSA Agreement and the Plan, none of which shares have vested as of the date of this Agreement. Executive and the Company hereby agree that, upon the first day following the expiration of the Revocation Period and only if Executive has not revoked this Agreement pursuant to Section 19 and/or 20 below, all of the Unvested RSA Shares shall be deemed to become fully vested and the forfeiture restrictions with respect thereto shall be deemed to lapsed notwithstanding anything in the RSA Agreement or the Plan to the contrary. Executive and the Company hereby further agree and acknowledge that the forfeiture restrictions on the entirety of the PSA Shares have not lapsed, none of the PSA Shares have vested, all of the PSA Shares shall be deemed forfeited as As of the date of this Agreement, pursuant to Restricted Share Right Grant Letter Agreements each dated as of March 10, 2010, February 25, 2011, February 23, 2012 and February 21, 2013 (the PSA “Equity Award Agreements”), you hold (i) performance-based restricted stock units convertible into shares of common stock of Employer (“PSUs”) of which 94,595 PSUs are unvested, consisting of 76,059 PSUs that are eligible to vest within two (2) years following the Termination Date based upon the performance of the Company and compliance with the terms of this Agreement is (“Eligible PSUs”) and 18,536 PSUs which are not eligible to vest within two (2) years following the Termination Date and are hereby terminatedforfeited and cancelled; and (ii) an aggregate of 65,769 time-based restricted stock units convertible into shares of common stock of Employer (“RSUs”), of which 47,233 RSUs are eligible to vest within two (2) years following the Termination Date based upon compliance with the terms of this Agreement (“Eligible RSUs”) and 18,536 RSUs which will not vest within two (2) years following the Termination Date and are hereby forfeited and cancelled. Executive acknowledges that, The Eligible PSUs and RSUs shall continue to vest in a manner consistent with and subject to the foregoingterms of the Employer’s Restricted Share Plan under which such awards were issued and subject the performance of the Company and compliance with the terms of this Agreement with respect to Eligible PSUs and compliance with the terms of this Agreement with respect to Eligible RSUs. (b) Notwithstanding anything to the contrary in Section 5(a) hereof, he does not hold in the event that you breach any of the terms or conditions of this Agreement, including without limitation, the post-employment covenants set forth in Section 10 hereof, then all then unvested PSUs and is not entitled to any options, restricted shares, performance shares, restricted stock units, or other equity awards from the CompanyRSUs shall immediately and automatically be forfeited and cancelled.

Outstanding Equity Awards. The Parties acknowledge that (a) Prior to the Company Termination Date, the Executive shall vest in: (1) options associated with the Leadership Performance Program for the performance period 2009-2011 and shares from the 2008, 2009, and 2010 Incentive Stock Plan vesting in the First Quarter of 2012; (3) performance share units awarded under the Leadership Performance Plan for the performance period 2009-2011 vested on December 31, 2011; and, (4) performance share units awarded under the Aon Xxxxxxxx Performance Plan vested on December 31, 2011. (b) After the Termination Date, the Executive are currently parties to (i) a Restricted Stock Agreement, dated August 30, 2021 (the “RSA Agreement”)shall be eligible for vesting, pursuant to which Executive was granted 90,000 shares of restricted common stock of the Company (the “RSA Shares”) termination without cause” provisions under the Company’s 2016 Employee Equity Compensation Restricted stock plans and programs, in: (1) the remaining unvested shares of the 2009 Incentive Stock Plan Plan; and (the “Plan”2) upon the terms and conditions set forth on a prorated basis in the RSA Agreement performance share units granted to him pursuant to the Leadership Performance Program for the performance period 2010-2012, pursuant to the vesting provisions of such program. For avoidance of doubt, the Executive will be deemed to have satisfied the vesting requirements through the First Quarter of 2012 for the performance shares. The vested performance share units will be delivered on their regularly scheduled settlement date or, only to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), on the six-month anniversary of the Effective Date. (c) The Executive waives entitlement to, and affirmatively elects to forfeit, any and all other equity-based awards from the Plan, of which 60,000 shares are vested and 30,000 shares Company that are unvested as of the date of this Agreement (the “Unvested RSA Shares”), and (ii) a Restricted Performance Stock Agreement, dated August 20, 2021 (the “PSA Agreement”), pursuant to which Executive was granted 510,000 shares of restricted common stock of the Company (the “PSA Shares”) under the Plan upon the terms and conditions set forth in the PSA Agreement and the Plan, none of which shares have vested as of the date of this Agreement. Executive and the Company hereby agree that, upon the first day following the expiration Termination Date. For the avoidance of the Revocation Period and only if Executive has not revoked this Agreement pursuant to Section 19 and/or 20 below, all of the Unvested RSA Shares shall be deemed to become fully vested and the forfeiture restrictions with respect thereto shall be deemed to lapsed notwithstanding anything in the RSA Agreement or the Plan to the contrary. Executive and the Company hereby further agree and acknowledge that the forfeiture restrictions on the entirety of the PSA Shares have not lapsed, none of the PSA Shares have vested, all of the PSA Shares shall be deemed forfeited as of the date of this Agreementdoubt, and without limiting the PSA Agreement is hereby terminated. Executive acknowledges that, subject to generality of the foregoing, he does not hold such awards include: (1) restricted stock units awarded to the Executive under the Company’s Incentive Stock Program during calendar years 2010 and is not entitled to any options, restricted shares2011 vesting in 2013 and 2014; performance share units awarded under the Aon Xxxxxxxx Performance Program vesting in 2012; and, performance shares, restricted stock units, or other equity awards from share units awarded to the CompanyExecutive under the Aon Xxxxxx Performance Program during calendar year 2011 for the performance period 2011-2013 vesting in 2013.