Common use of Resignation for Good Reason or Termination Without Cause Clause in Contracts

Resignation for Good Reason or Termination Without Cause. In the event Executive resigns his employment with the Company for Good Reason or Executive’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four (24) months following the date of termination, with such payment to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration of Executive’s execution and delivery (and any revocation period having expired) of a general release of all claims against the Company in a form acceptable to the Company (the “Release”) within sixty (60) days following Executive’s

Resignation for Good Reason or Termination Without Cause. In the event If Executive (i) resigns his employment with the Company for Good Reason or Executive’s employment with the Company (ii) is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (iiiii) his bonus earned under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with executes the Company’s normal payroll practicesstandard release of claims agreement, over a period of twenty-four (24) months then, immediately following the date of termination, with such payment to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary exhaustion of any revocation period contained in said release, Company will continue payment of Executive’s Salary (at the same rate existing prior to the termination) for a period of twelve (12) months (“the Severance Period”) pursuant to Focus’ normal payroll practices. In addition, (i) Focus shall either pay directly or reimburse Executive for premiums incurred in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) Focus shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination, prorated to the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, such bonus compensation shall be payable only in accordance with and at the times of the regularly scheduled bonus compensation payment that if Executive would have otherwise been subject to prior to termination and (1iii) any plan pursuant to and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms of any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such benefits are provided is not, or ceases prior to termination and in no event after the expiration of such option. In the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration event of Executive’s execution subsequent death after his termination by Focus without Cause or by Executive or for Good Reason, Focus shall continue to pay the same payments and delivery (and any revocation period having expired) benefits as to which Executive was entitled at the date of a general release of all claims against his death to Executive’s surviving spouse, or if Executive is unmarried at the Company in a form acceptable time, then to the Company (the “Release”) within sixty (60) days following Executive’s’s estate.

Resignation for Good Reason or Termination Without Cause. In the event If Executive (i) resigns his employment with the Company for Good Reason or Executive’s employment with the Company (ii) is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (iiiii) his bonus earned under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with executes the Company’s normal payroll practicesstandard release of claims agreement, over a period of twenty-four (24) months then, immediately following the date of termination, with such payment to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary exhaustion of any revocation period contained in said release, Company will continue payment of Executive’s Salary (at the same rate existing prior to the termination) for a period of six (6) months (“the Severance Period”) pursuant to Focus’ normal payroll practices. In addition, (i) Focus shall either pay directly or reimburse Executive for premiums incurred in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) Focus shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination, prorated to the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, such bonus compensation shall be payable only in accordance with and at the times of the regularly scheduled bonus compensation payment that if Executive would have otherwise been subject to prior to termination and (1iii) any plan pursuant to and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms of any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such benefits are provided is not, or ceases prior to termination and in no event after the expiration of such option. In the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration event of Executive’s execution subsequent death after his termination by Focus without Cause or by Executive or for Good Reason, Focus shall continue to pay the same payments and delivery (and any revocation period having expired) benefits as to which Executive was entitled at the date of a general release of all claims against his death to Executive’s surviving spouse, or if Executive is unmarried at the Company in a form acceptable time, then to the Company (the “Release”) within sixty (60) days following Executive’s’s estate.

Resignation for Good Reason or Termination Without Cause. In The provisions of this Section 8(b) shall apply in the event Executive is either terminated by Company without Cause or Executive resigns his employment with the Company for Good Reason or Executiveand provided Executive executes, delivers and does not revoke the Company’s employment with standard release of claims agreement within sixty (60) days of such termination of employment. If the Company is terminated by sixty (60)-day period referenced in the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to preceding sentence spans two (2) times taxable years, payment shall only commence in the sum of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under Section 4(a) for the calendar year preceding his termination of employmentsecond taxable year. For the avoidance of doubt, if the determination Executive ceases to provide services to the Company within twelve (12) months of whether a “Change in Control” (as defined below), Executive will be treated for purposes of this Section 8(b) as having been terminated by Company without Cause. (i) The Company will continue payment of Executive’s base salary (at the same rate existing immediately prior to his termination) for a period of six (6) months (the “Severance Period”) pursuant to the Company’s regular payroll practices and subject to applicable income and employment tax withholding and authorized deductions. (ii) Provided Executive is entitled to, elects to and remains eligible to continue group health, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), WiSA will continue during the Severance Period to contribute toward the cost of such coverage as if Executive were an active employee unless doing so violates applicable law or is inconsistent with the coverage arrangement. (iii) The Company shall pay Executive any bonus shall be have been earned and payable compensation otherwise due for the calendar applicable year preceding Executive’s of termination prorated on a 365-day basis to the date of termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four (24) months year following the date of termination, with such payment year to commence on which the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employmentbonus compensation relates; provided, however, that if such bonus shall be paid no earlier than January 1 nor later than March 15 of the year following the year of termination. (1iv) Any and all unvested equity awards in Executive’s name shall immediately become fully vested and exercisable; provided, however, that regardless of the terms of any plan pursuant to which equity award agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive that specifically references this provision of this Agreement, no exercise of an award that requires exercise by the Executive shall occur more than six (6) months after such benefits are provided is not, or ceases prior to termination and in no event after the expiration of such award. (v) In the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration event of Executive’s execution subsequent death, Company shall continue to pay and/or make available for the remainder of the Severance Period the payments and delivery (and benefits not yet paid or provided pursuant to this Section 8(b), with any revocation period having expired) of a general release of all claims against the Company in a form acceptable amounts other than COBRA continuation coverage payable to the Company (the “Release”) within sixty (60) days following Executive’s’s estate.

Resignation for Good Reason or Termination Without Cause. In the event If Executive (i) resigns his employment with the Company for Good Reason or Executive’s employment with the Company (ii) is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (iiiii) his bonus earned under Section 4(a) for executes, delivers and does not revoke the calendar year preceding his Company’s standard release of claims agreement, then, within 60 days of such termination of employment. For avoidance of doubt, the determination Company will continue payment of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination Salary (at the same rate existing prior to the termination) for a period of employment in accordance with subsection twelve (ii12) of months (“the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with Severance Period”) pursuant to the Company’s normal payroll practices. Notwithstanding the foregoing, over a if the 60-day period of twenty-four (24) months following referenced in the date of terminationpreceding sentence spans two taxable years, with such payment to shall only commence on in the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executivesecond taxable year. In addition, during (i) the period commencing on Company shall either pay directly or reimburse Executive for premiums incurred in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) the Company shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination prorated to the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, such bonus compensation shall be payable only in accordance with and at the time of the regularly scheduled bonus compensation payment that if Executive would have otherwise been subject to prior to termination and (1iii) any plan pursuant to and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms or any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such benefits are provided is not, or ceases prior to termination and in no event after the expiration of such option. In the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration event of Executive’s execution subsequent death after his termination by Company without Cause or by Executive for Good Reason, Company shall continue to pay the same payments and delivery (benefits as to which Executive was entitled at the date of his death to Executive’s surviving spouse, or if Executive is unmarried at the time, then to Executive’s estate.” 4. Except as expressly amended herein, the Agreement is hereby ratified and any revocation period having expired) of a general release of all claims against approved. Capitalized terms not otherwise defined herein shall have the Company meanings given them in a form acceptable to the Company (the “Release”) within sixty (60) days following Executive’sAgreement.

Resignation for Good Reason or Termination Without Cause. In the event Executive resigns his employment with the Company for Good Reason (as defined below) or Executive’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall be eligible to receive as severance an the following: (i) Executive shall receive amount equal to two (2) times the sum of (iA) his Base Salary (as of the date of termination) and (iiB) his bonus earned under Section 4(a) for above in the calendar year preceding his termination of employmentemployment occurs. For the avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four twelve (2412) months following the date of termination, with such payment payments to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment of the foregoing payments before it is transferred to Executive. In addition, during ; (ii) During the period commencing on the date of Executive’s termination of employment and ending on the second first anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment ; and US-DOCS\119697752.7 (iii) Each outstanding and unvested equity award (excluding any such awards that vest in whole or in part based on the attainment of performance-vesting conditions) held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse as of immediately prior to the date of termination, in each case, with respect to the number of shares that would have become vested and, if applicable, exercisable during the twelve (12)-month period following the date of termination had Executive’s employment continued during such period, and each option held by Executive to purchase the Company’s common stock that is vested as of the severance amount and health care coverage premiums described in this Section 7(ddate of termination (after giving effect to any applicable accelerated vesting) shall be subject to and in consideration will remain exercisable until the earlier of Executive’s execution and delivery the twelve (and any revocation period having expired) 12)-month anniversary of a general release the date of all claims against termination or the Company in a form acceptable to original expiration date of the Company (the “Release”) within sixty (60) days following Executive’soption.

Resignation for Good Reason or Termination Without Cause. In the event Executive resigns his employment with the Company for Good Reason (as defined below) or Executive’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall be eligible to receive as severance an the following: (i) Executive shall receive amount equal to two (2) times the sum of (iA) his Base Salary (as of the date of termination) and (iiB) his bonus earned under Section 4(a) for above in the calendar year preceding his termination of employmentemployment occurs. For the avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four twelve (2412) months following the date of termination, with such payment payments to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment of the foregoing payments before it is transferred to Executive. In addition, during ; (ii) During the period commencing on the date of Executive’s termination of employment and ending on the second first anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the US-DOCS\119697748.5 Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment ; and (iii) Each outstanding and unvested equity award (excluding any such awards that vest in whole or in part based on the attainment of performance-vesting conditions) held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse as of immediately prior to the date of termination, in each case, with respect to the number of shares that would have become vested and, if applicable, exercisable during the twelve (12)-month period following the date of termination had Executive’s employment continued during such period, and each option held by Executive to purchase the Company’s common stock that is vested as of the severance amount and health care coverage premiums described in this Section 7(ddate of termination (after giving effect to any applicable accelerated vesting) shall be subject to and in consideration will remain exercisable until the earlier of Executive’s execution and delivery the twelve (and any revocation period having expired) 12)-month anniversary of a general release the date of all claims against termination or the Company in a form acceptable to original expiration date of the Company (the “Release”) within sixty (60) days following Executive’soption.

Resignation for Good Reason or Termination Without Cause. In The provisions of this Section 8(c) shall apply in the event Executive is either terminated by Company without Cause or Executive resigns his employment with the Company for Good Reason or Executiveand provided Executive executes, delivers and does not revoke the Company’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(astandard release of claims agreement within sixty (60) above, and shall receive as severance an amount equal to two (2) times the sum days of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under Section 4(a) for the calendar year preceding his such termination of employment. For avoidance of doubt, If the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment sixty (60)-day period referenced in accordance with subsection (ii) of the preceding sentence spans two taxable years, payment shall be made by only commence in the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four second taxable year. (24i) months following the date of termination, with such payment to commence on the first payroll date after The Company may terminate Executive’s Release employment without Cause upon ten (as defined below10) becomes no longer subject to revocation business days’ notice (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, commences the “COBRA Termination Notice Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employmentany reason; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or may terminate Executive’s dependents under its group health plansemployment immediately or at any time during the Notice Period; provided, or (3) the Company cannot provide the benefit without violating applicable law (includinghowever, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, that it pay Executive an amount equal to each any base salary otherwise remaining in the Notice Period. (ii) The Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration will continue payment of Executive’s execution and delivery base salary (and any revocation at the same rate existing immediately prior to his termination) for a period having expiredof twelve (12) of a general release of all claims against the Company in a form acceptable to the Company months (the “ReleaseSeverance Period”) within sixty pursuant to the Company’s regular payroll practices and subject to applicable income and employment tax withholding and authorized deductions. (60iii) days Provided Executive is entitled to, elects to and remains eligible to continue group health, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), WiSA will continue during the Severance Period to contribute toward the cost of such coverage as if Executive were an active employee unless doing so violates applicable law or is inconsistent with the coverage arrangement. (iv) The Company shall pay Executive any bonus compensation otherwise due for the applicable year of termination prorated on a 365-day basis to the date of termination of employment in the year following the year to which the bonus compensation relates; provided, however, that such bonus shall be paid no earlier than January 1 nor later than March 15 of the year following the year of termination. (v) Any and all unvested equity awards in Executive’s’s name shall immediately become fully vested and exercisable; provided, however, that regardless of the terms of any equity award agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive that specifically references this provision of this Agreement, no exercise of an award that requires exercise by the Executive shall occur more than six (6) months after such termination and in no event after the expiration of such award. (vi) In the event of Executive’s subsequent death, Company shall continue to pay and/or make available for the remainder of the Severance Period the payments and benefits not yet paid or provided pursuant to this Section 8(c), with any amounts other than COBRA continuation coverage payable to Executive’s estate.

Resignation for Good Reason or Termination Without Cause. In the event Executive resigns his If you terminate your employment with the Company for Good Reason (as defined below) or Executive’s employment with the Company is you are terminated by the Company without CauseCause (as defined below) at any time during the Term, Executive shall including by the Company giving you notice that it does not want the Term to be entitled to all amounts determined under extended as provided in Section 7(a) above1, and shall you will receive as severance an amount equal to two (2) times the sum of following payments: (i) his immediately upon the effectiveness of such termination, any earned but unpaid Base Salary or other amounts (as of the date of termination) including reimbursable expenses and (ii) his bonus earned any vested amounts or benefits owing under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, or in accordance with the Company’s normal payroll practicesotherwise applicable employee benefit plans or programs, over including retirement plans and programs) accrued or owing through the date of termination; and (ii) an amount equal to your Base Salary, payable when salary payments are made to other Company senior executives during the year following your termination; (iii) an amount equal to the sum of (x) 0.5 times the sum your Base Salary, and (y) 1.5 times your Target Bonus for the fiscal year of such termination, paid in a lump sum on the date which is two and one months following your termination; In addition to the foregoing payments: (a) you will receive the portion of your Annual Bonus for the fiscal year of termination that is tied to the achievement of the Company’s performance objectives for such fiscal year, based on the Company’s actual achievement of such performance objectives for the full fiscal year, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. You will receive any portion of your Annual Bonus for the fiscal year of termination that is tied to achievement of personal objectives for such fiscal year at “Target” level for the achievement of such personal objectives, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The payment provided in this subparagraph (a) will be made following the close of the fiscal year of termination at such time as the Annual Bonus for such fiscal year is paid by the Company to its then current executives. (b) the Company will continue your participation in the Company’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the 18-month period of twenty-four (24) months following the date of such termination; (c) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such payment to commence on the first payroll date after Executive’s Release Equity Grant is granted; and (as defined belowd) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, outplacement services during the 6-month period commencing on following such termination provided by a service provider selected by the date of Executive’s termination of employment and ending on Company for the second anniversary benefit of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B executive officers of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration of Executive’s execution and delivery (and any revocation period having expired) of a general release of all claims against the Company in a form acceptable to the Company (the “Release”) within sixty (60) days following Executive’s.

Resignation for Good Reason or Termination Without Cause. In The provisions of this Section 8(b) shall apply in the event Executive is either terminated by Company without Cause or Executive resigns his employment with the Company for Good Reason or Executiveand provided Executive executes, delivers and does not revoke the Company’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(astandard release of claims agreement within sixty (60) above, and shall receive as severance an amount equal to two (2) times the sum days of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under Section 4(a) for the calendar year preceding his such termination of employment. For avoidance If the sixty (60)-day period referenced in the preceding sentence spans two taxable years, payment shall only commence in the second taxable year. (i) The Company will continue payment of doubtExecutive’s base salary (at the same rate existing immediately prior to his termination) for a period of twelve (12) months (the “Severance Period”) pursuant to the Company’s regular payroll practices and subject to applicable income and employment tax withholding and authorized deductions. (ii) Provided Executive is entitled to, elects to and remains eligible to continue group health, dental and vision coverage under the determination Consolidated Omnibus Budget Reconciliation Act of whether 1985, as amended (“COBRA”), WiSA will continue during the Severance Period to contribute toward the cost of such coverage as if Executive were an active employee unless doing so violates applicable law or is inconsistent with the coverage arrangement. (iii) The Company shall pay Executive any bonus shall be have been earned and payable compensation otherwise due for the calendar applicable year preceding Executive’s of termination prorated on a 365-day basis to the date of termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four (24) months year following the date of termination, with such payment year to commence on which the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employmentbonus compensation relates; provided, however, that if such bonus shall be paid no earlier than January 1 nor later than March 15 of the year following the year of termination. (1iv) Any and all unvested equity awards in Executive’s name shall immediately become fully vested and exercisable; provided, however, that regardless of the terms of any plan pursuant to which equity award agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive that specifically references this provision of this Agreement, no exercise of an award that requires exercise by the Executive shall occur more than six (6) months after such benefits are provided is not, or ceases prior to termination and in no event after the expiration of such award. (v) In the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration event of Executive’s execution subsequent death, Company shall continue to pay and/or make available for the remainder of the Severance Period the payments and delivery (and benefits not yet paid or provided pursuant to this Section 8(b), with any revocation period having expired) of a general release of all claims against the Company in a form acceptable amounts other than COBRA continuation coverage payable to the Company (the “Release”) within sixty (60) days following Executive’s’s estate.

Resignation for Good Reason or Termination Without Cause. In If during the event Employment Extension Period (i) the Executive resigns voluntarily terminates his employment with the Company for Good Reason or Executive’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under such term is defined in Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii7(c) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, Employment Agreement) in accordance with the Companyprocedures set forth in Section 7 of the Employment Agreement or (ii) the Company terminates the Executive’s normal payroll practicesemployment, over other than a period termination for Cause (as defined in Section 8(b) of twenty-four the Employment Agreement) in accordance with the procedures set forth in Section 8 of the Employment Agreement (24in either case, a “Covered Termination”): (i) months following The Company will pay to the Executive within 30 days after the termination of the Executive’s employment (or, in the case of the payment contemplated by clause (B), if not determined within 30 days after the date of termination, with such payment to commence on within ten business days after the first payroll date after Executive’s Release determination thereof in the ordinary course): (as defined belowA) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings unpaid salary and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on accrued vacation pay through the date of termination, and (B) any earned and unpaid annual bonus for the year prior to the year in which the termination occurs. (ii) With respect to any outstanding restricted stock award or restricted stock unit award under the LTIP the vesting of which is contingent solely on the continued employment of the Executive for a specified period (a “Service Period”) (A) any such awards made prior to the commencement date of the Employment Extension Period (other than the awards provided for in Section 2 of this Extension Agreement, which shall be governed by the terms set forth herein) shall be governed by the provisions of Section 6 of the Employment Agreement and (B) any such awards made on or after the commencement date of the Employment Extension Period shall be prorated, with the vested portion of the award (including any previously vested portion of the award) being the product of (1) the number of shares of restricted stock or restricted stock units subject to the award and (2) a fraction (x) the numerator of which is the number of elapsed days from the commencement date of the Service Period through the termination date and (y) the denominator of which is the number of days in the Service Period. (iii) With respect to any outstanding restricted stock award or restricted stock unit award under the LTIP the vesting of which is contingent on the achievement of one or more performance goals over a specified period (a “Performance Period”) (A) any such awards made prior to the commencement date of the Employment Extension Period shall be governed by the provisions of Section 6 of the Employment Agreement and (B) any such awards made on or after the commencement date of the Employment Extension Period shall be prorated after the end of the Performance Period, with the vested portion of the award being the product of (1) the number of shares that the Executive would have been entitled to receive had he remained employed through the end of the Performance Period, as determined in good faith by the Committee based on the extent to which the performance goals have been achieved, and (2) a fraction (x) the numerator of which is the number of days elapsed from the commencement date of the Performance Period through the termination date and (y) the denominator of which is the number of days in the Performance Period. (iv) For a period equal to the longer of (i) one year following the termination of the Executive’s termination of employment and ending on (ii) the second anniversary remainder of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Employment Extension Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue shall reimburse the Executive for the cost of purchasing a health insurance policy that is comparable to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse -sponsored healthcare plan in which the Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases was enrolled immediately prior to the expiration termination of his employment to the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) extent the Company is not otherwise unable providing or paying for such coverage. This provision shall not apply to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the extent applicable law precludes the Company cannot provide from providing such benefits to the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration of Executive’s execution and delivery (and any revocation period having expired) of a general release of all claims against because the Company in a form acceptable is not providing comparable benefits to the Company (the “Release”) within sixty (60) days following Executive’sother employees or former employees.

Resignation for Good Reason or Termination Without Cause. In the event Executive resigns his If you terminate your employment with the Company for Good Reason or Executive’s employment with the Company is you are terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of you will receive: (i) his immediately upon the effectiveness of any such termination, a lump-sum cash payment equal to any earned but unpaid Base Salary or other amounts (as of the date of termination) and (ii) his bonus earned including reimbursable expenses any vested amounts or benefits owing under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, or in accordance with the Company’s normal payroll practicesotherwise applicable employee benefit plans or programs, over a period including retirement plans and programs) accrued or owing through the date of twenty-four termination; and (24ii) months on the first day of the seventh month following the date of termination, with such payment to commence on your “separation from service” within the first payroll date after Executive’s Release (as defined belowmeaning of section 409A(a)(2)(A)(i) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the regulation regulations and guidance thereunder, a lump-sum cash payment equal to three (3) times the Company shall, in its sole discretion, either sum of your (A) then Base Salary (or, if such termination occurs following a change in control as defined in Exhibit B to this Letter Agreement occurring after December 13, 2006 (a “Change in Control”), the highest Base Salary in the 12 months preceding such termination) and (B) the greatest of (x) 150% of such Base Salary, (y) Annual Bonus for the immediately preceding year and (z) the greater of Annual Bonus or 150% of Base Salary for the year immediately preceding a Change in Control if such termination occurs following a Change in Control; provided that as of the date of the payment you have executed a release substantially in the form attached hereto as Exhibit A, all applicable rescission periods provided by law for releases of claims have expired and you have not rescinded the release. The lump-sum payment under this paragraph (ii) also shall include interest for the period from your termination of employment to the scheduled date of payment at an annual rate equal to the Treasury Xxxx rate (26 week maturity) as reported by the U.S. Department of Treasury for the day of your termination of employment. In addition to the foregoing lump-sum payment: (x) the Company will continue to provide to Executive and Executive’s dependents, at your participation in the Company’s sole expense, or (B) reimburse Executive medical and Executive’s dependents for coverage under its group health plan (if any) at dental plans on the same levels terms as in effect on the date Executive terminates employment; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to such termination (or, if your termination of employment occurs within the two-year period following a Change in Control, as in effect prior to such Change in Control, if more favorable), until the expiration of the 18-month period commencing on the date of your “separation from service” within the meaning of section 409A(a)(2)(A)(i) of the Code, or, if earlier, the date you would no longer be entitled to continuation coverage period to under section 4980B of the Code (COBRA). Thereafter, the Company will provide you substantially comparable medical and dental coverage on an insured basis (which may mean continuing on the Company’s medical or dental plan if such plans are then insured), but only until the earlier of three years following your termination of employment, or the date on which you become covered by a similar medical or dental plan, as the case may be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) maintained by any subsequent employer. If the Company is otherwise unable to obtain insurance on a commercially acceptable basis, the Company instead will offer continued coverage to you for the period specified above under its medical and dental plans on an “access-only” basis, meaning that you will pay the full cost of continued coverage at the rate then established by the Company for COBRA. The Company will reimburse you for the amount of any premium payments you make to purchase access-only coverage for the period specified above. Such reimbursements shall be made promptly, but in no event later than the last day of the calendar year following the year in which you make the premium payment, and the amount reimbursed in one year will not affect the amount eligible for reimbursement in any other year. If your termination of employment occurs during the two-year period following a Change in Control, the Company also will continue your participation in the Company’s accident, disability (other than long-term disability) and group life insurance plans for you and your dependents on the same terms as in effect prior to such termination (or prior to such Change in Control, if more favorable), or if you are ineligible to continue to cover Executive or Executive’s dependents participate under its group health plansthe terms thereof, or (3) in substitute arrangements adopted by the Company cannot provide providing identical benefits on the benefit without violating applicable law same after-tax basis as if such participation had continued, but only until the earlier of three years following the date of your termination of employment or the date on which you become eligible for similar accident, disability or life insurance coverage under a plan maintained by a subsequent employer. (includingy) all unvested stock options, without limitationrestricted stock and other equity awards then held by you will fully vest and become exercisable, Section 2716 if applicable, as of the Public Health Service Act)effective date of such termination. (z) with respect to options and any similar equity awards (i.e. containing or requiring an exercise or similar action) held by you at the time of such termination, then, in any such case, an amount equal to each remaining awards will remain exercisable (as if you had remained employed with the Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over throughout such term) for the COBRA Period lesser of one (or remaining portion thereof). Payment 1) year and the remainder of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration full term of Executive’s execution and delivery (and any revocation period having expired) of a general release of all claims against the Company in a form acceptable to the Company (the “Release”) within sixty (60) days following Executive’ssuch options.

Resignation for Good Reason or Termination Without Cause. In The provisions of this Section 8(b) shall apply in the event Executive is either terminated by Company without Cause or Executive resigns his employment with the Company for Good Reason or Executiveand provided Executive executes, delivers and does not revoke the Company’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(astandard release of claims agreement within sixty (60) above, and shall receive as severance an amount equal to two (2) times the sum days of (i) his Base Salary (as of the date of termination) and (ii) his bonus earned under Section 4(a) for the calendar year preceding his such termination of employment. If the sixty (60)-day period referenced in the preceding sentence spans two taxable years, payment shall only commence in the second taxable year. For the avoidance of doubt, if the determination Executive ceases to provide services to the Company within twelve (12) months of whether a “Change in Control” (as defined below), Executive will be treated for purposes of this Section 8(b) as having been terminated by Company without Cause. (i) The Company will continue payment of Executive’s base salary (at the same rate existing immediately prior to his termination) for a period of six (6) months (the “Severance Period”) pursuant to the Company’s regular payroll practices and subject to applicable income and employment tax withholding and authorized deductions. (ii) Provided Executive is entitled to, elects to and remains eligible to continue group health, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), WiSA will continue during the Severance Period to contribute toward the cost of such coverage as if Executive were an active employee unless doing so violates applicable law or is inconsistent with the coverage arrangement. (iii) The Company shall pay Executive any bonus shall be have been earned and payable compensation otherwise due for the calendar applicable year preceding Executive’s of termination prorated on a 365-day basis to the date of termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s normal payroll practices, over a period of twenty-four (24) months year following the date of termination, with such payment year to commence on which the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, during the period commencing on the date of Executive’s termination of employment and ending on the second anniversary of the date of Executive’s termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the date Executive terminates employmentbonus compensation relates; provided, however, that if such bonus shall be paid no earlier than January 1 nor later than March 15 of the year following the year of termination. (1iv) Any and all unvested equity awards in Executive’s name shall immediately become fully vested and exercisable; provided, however, that regardless of the terms of any plan pursuant to which equity award agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive that specifically references this provision of this Agreement, no exercise of an award that requires exercise by the Executive shall occur more than six (6) months after such benefits are provided is not, or ceases prior to termination and in no event after the expiration of such award. (v) In the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). Payment of the severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration event of Executive’s execution subsequent death, Company shall continue to pay and/or make available for the remainder of the Severance Period the payments and delivery (and benefits not yet paid or provided pursuant to this Section 8(b), with any revocation period having expired) of a general release of all claims against the Company in a form acceptable amounts other than COBRA continuation coverage payable to the Company (the “Release”) within sixty (60) days following Executive’s’s estate.