Common use of Separation Benefits Clause in Contracts

Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration ofProvided that you timely execute this Agreement and do not revoke the general release of claims set out in Section (5) below, as of the Effective Date (defined in Section (7(d)) below), you shall be entitled to receive the following payments and subject to and conditioned upon benefits in connection with your resignation from employment with the Company: a. A lump sum of (i) Employee’s timely execution $1,137,500, which constitutes the equivalent of this Agreement, twenty-one (21) months of your annual base salary in effect as of the Resignation Date plus (ii) Employee’s continued employment through $853,125, which constitutes the Separation equivalent of 1.75 times the amount of your 2019 target bonus, which lump sum shall be paid on the 61st day following the Resignation Date. b. All unvested stock options, restricted stock units and other stock-based awards subject to time-based vesting held by you on the Resignation Date (the "Time-Based Awards") shall immediately accelerate and become exercisable or nonforfeitable with respect to six (6) months of additional vesting as of the Resignation Date (computed without regard to any one-year "cliff"). For avoidance of doubt, Time-Based Awards include all grants designated with a "1" in the vesting column set forth on Exhibit A attached hereto; i.e., as of the Resignation Date, out of an aggregate of 16,797,000 shares of Class A common stock: (i) 5,948,936 shares were vested; (ii) 10,848,064 shares remained unvested; and (iii) Employee’s continued compliance accelerated vesting shall be with the Loyalty Agreement (respect to an additional 2,449,562 shares of Class A common stock. Any Time-Based Awards that are not vested as defined below) and (iv) Employee’s timely execution of the general release attached hereto Resignation Date (after taking into account the accelerated vesting provided for herein) shall expire and be cancelled as of the Resignation Date. You shall have until twenty (24) months after the Resignation Date to exercise the Time-Based Awards as to the vested shares. Any vested Time-Based Awards that are unexercised as of the twenty-four (24) month anniversary of the Resignation Date shall expire and be cancelled as of such twenty-four (24) month anniversary. The Time-Based Awards shall continue to be governed in all other respects by the terms and conditions of the Company's 2016 Equity Incentive Plan, as amended, and the applicable equity award agreements. c. All unvested stock options, restricted stock units and other stock-based awards subject to performance-based vesting held by you on the Resignation Date (the "Performance-Based Awards") shall immediately terminate and be canceled as of the Resignation Date. For avoidance of doubt, Performance-Based Awards include all grants designated with a "2" in the vesting column set forth on Exhibit A attached hereto; i.e., as of the Resignation Date, all Performance-Based Awards (an aggregate of 5,599,000 shares of Class A common stock) shall immediately terminate. d. Provided that you timely elect continuation coverage under the “Additional Release”) on or within seven Company's group health plan pursuant to the Consolidated Omnibus Reconciliation Act of 1986, as amended (7) days following the Separation Date"COBRA"), the Company will provide Employee with directly pay COBRA premiums for you and your eligible dependents for a period beginning on the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) first day of the Employment Agreement subject to month following the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Resignation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) earlier of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three the eighteen (318) months following month anniversary of the Separation Resignation Date, (B) 32,054 stock options shall vest the date upon which you (or, as of the Separation Date pursuant to Section 4(c)(i)(Ccoverage for an eligible dependent, such dependent) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and becomes covered under similar plans or (C) the remaining 64,110 stock options shall date upon which you cease to be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof)COBRA. (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration of, and subject to and conditioned upon for you (i) Employee’s timely execution signing and returning this Agreement within twenty-one (21) days of receipt and not revoking this Agreement during the seven (7) day revocation period after it is signed and returned; (ii) complying with the terms of this Agreement, (ii) Employee’s continued employment through the Separation Date, ; (iii) Employee’s continued compliance with waiving all of your claims (except as provided in this Agreement) and releasing the Loyalty Agreement (Company as defined below) further described below in this Agreement; and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on waiving and releasing any rights or within seven (7) days following the Separation Dateentitlements to severance or similar post-termination payments or benefits, the Company other than those provided in this Agreement, Butterfly will provide Employee you with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following:following benefits: ​ (a) The aggregate Company will pay you an amount equal to six (6) months of Annual Base Salary to your current base salary ($210,000), less applicable withholdings and other deductions. The payment will be paid made in accordance with one lump sum following the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) expiration of the Employment Agreement is $600,000seven (7) day revocation period. No prorated Annual Bonus shall You acknowledge that the Company has the sole obligation to pay the amounts due under this Sections 3(a), and that Insperity has no obligation to pay the additional compensation, even though the payments may be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreementprocessed through Insperity. (b) With respect to Employee’s The Company will accelerate the vesting of your outstanding equity option awards and earnout rights: by adding six (i6) Notwithstanding anything months to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination actual period of service as of that you have completed with the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited Company as of the Separation Date. (iii) Employee’s 254,818 fully, which results in the following vested options assuming you remain employed through June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ Issuing Company ​ Grant Number ​ Grant Date # of Shares Granted # of Shares Vested ​ Type of Option Butterfly Network, Inc. 537-vested stock options ISO 4/23/2020 46,723 6,811 Time-Based Butterfly Network, Inc. 537-NQO 4/23/2020 472,426 68,894 Time-Based Butterfly Network, Inc. 588 12/17/2020 500,000 129,787 Time-Based ​ You acknowledge that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable except for three (3) months from the Separation Date. Benefits, your final wages, and any accrued but unused vacation (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price each of $0.92, which shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant be paid to Section 4(c)(i)(C) of the Employment Agreement and be settled you in accordance with their terms, Company’s regular payroll practices and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”applicable law), subject you are not entitled to Employee’s valid election to continue healthcare coverage under Section 4980B any other compensation from Company or any of the Code and the regulations thereunderits affiliates, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, subsidiaries or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’s dependents under its group health plans or (3) the Company cannot provide the benefit without violating applicable law (includingdivisions, without limitation, Section 2716 of the Public Health Service Act)other wages, thencommissions, in any such casebonuses, an amount equal to each remaining Company subsidy shall thereafter be vacation pay, holiday pay, equity, units, stock, stock options, carve out, paid to Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 time off or any similar state statute other form of compensation or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.benefit. ​

Separation Benefits. In consideration of, Without admission of any liability and subject to in exchange for the release and conditioned upon your obligations under Sections 4 and 10 through 12 (iinclusive) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance Company agrees to provide you with the Loyalty following payments and benefits in full satisfaction of any obligations it may have to you under the Employment Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional ReleaseSeparation Benefits”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following:): (a) The aggregate amount Continued payment of Annual Base Salary to be paid your current base salary of $1,030,000 payable in installments in accordance with the Company’s regular payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee policies for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date last day of the Consulting Term and ending on the twelve (12) month third anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)Consulting Term; provided, however, that if upon your request and so long as any such payment would be consistent with Section 409A of the Internal Revenue Code of 1986, as amended (1) the “Code”), any plan amounts not then paid pursuant to which such benefits are provided is notthis Section 2(a) shall be paid to you on April 2, or ceases prior to the expiration 2007. (b) Payment 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 Employee or Employee’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, your Annual Incentive Compensation in any such case, an amount equal to each remaining $2,060,000, payable at the same time as Annual Bonus payments for this fiscal year are actually paid by the Company subsidy to its active executives. (c) Notwithstanding the foregoing, in the event of an initial public offering of the Company’s common stock on or prior to the last day of the Consulting Term, any payments under paragraph (a) or (b) above may be delayed to the extent necessary to comply with Section 409A of the Code with respect to “specified employees” (as such term is defined in Section 409A of the Code). Any such delayed or suspended payment(s) shall thereafter be paid to Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof)as soon as administratively feasible thereafter and all other such payment(s) shall resume as scheduled. (d) In consideration for The Company agrees to accelerate the covenants in this vesting of the next tranche of the options (the “Options”), granted to you pursuant to the Management Stock Option Agreement dated as of August 1, 2004 (the “Option Agreement”), Employee by and among you, Burger King Holdings, Inc. (“Holdings”) and the Company and pursuant to the Holdings Equity Incentive Plan (the “Equity Plan”), that are scheduled to vest on August 1, 2006, representing Options to purchase 22,968 shares of common stock of Holdings, par value $0.01 per share (the “Shares”) (the “Accelerated Options”), such that the Accelerated Options shall be entitled to retain the home computer, laptop and automobile used in connection with his employment become vested as of the day prior Date of Termination. Of these Accelerated Options, Options to purchase 17,972 Shares are Base Options and Options to purchase 4,996 Shares are Hurdle Options. The Accelerated Options, and the Separation 22,968 Options that had vested on or before the Date of Termination in accordance with the terms of the Option Agreement (together, the “Retained PropertyVested Options”), provided shall remain exercisable for one year following the Date of Termination. You agree that the remaining Options to purchase the 68,910 Shares will automatically terminate, expire and be cancelled on the Separation Date, Employee will permit the Company to make copies Date of Termination without payment of any proprietary information relating consideration or other amount to you and any Vested Options not exercised by you within the business one year period immediately following the Date of Termination will automatically terminate, expire and be cancelled on such one-year anniversary of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to EmployeeDate of Termination. (e) The payments and benefits described in this Section 3 Company shall be in lieu of any termination or severance payments or benefits for provide the Continued Benefits until April 30, 2007, which Employee may be eligible under provided by the Company by paying your COBRA premiums (less any amount you are obligated to pay pursuant to the terms of your Employment Agreement and not to exceed the planspremiums, policies or programs contributions and other co-payments required to be paid by active senior executives of the Company or under the Worker Adjustment Retraining Notification Act terms of 1988 such plans as may be in effect from time to time). The foregoing notwithstanding, should you receive or any be offered health or medical benefits coverage by a subsequent employer or Person for whom you perform services, all similar state statute or regulationhealth and medical benefits coverage provided by the Company to you shall immediately terminate. (f) No payment In the event that is otherwise required you relocate your primary residence from Miami, Florida to be paid to Employee any one of one of the contiguous 00 xxxxxx xx xxx Xxxxxx Xxxxxx of America within 18 months of the Date of Termination, the Company shall provide you with a one-time relocation benefit pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled Domestic Relocation Policy Plan A without regard to no further payments hereunderany restrictions conditioned upon continued employment, to assist you in your relocation.

Separation Benefits. In consideration ofconnection with the termination of Executive’s employment by the Company, the Company has agreed to provide Executive with the following payments and benefits, all as set forth in the Severance Agreement and subject to the terms and conditioned upon (i) Employeeconditions set forth herein, including Executive’s timely execution of delivery and failure to revoke this Agreement, (ii) EmployeeRelease/Amendment and subject to Executive’s continued employment through the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) terms and (iv) Employee’s timely execution conditions of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation DateSeverance Agreement, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) including Sections 3, 4, 5, 6 and 7 of the Employment Agreement subject to the terms, including payment timing, set forth thereinSeverance Agreement, as modified herein, and Sections 9(k) (Withholding) and 9(m) (by Section 409A) 9 of the Employment Agreement, as set forth below. The Company and Employee acknowledge the followingthis Release/Amendment: (a) The An aggregate total payment of $405,000.18, representing the amount set forth in Section 1(a)(i)(x) of Annual Base Salary the Severance Agreement, to be paid in substantially equal installments in accordance with the Company’s regular payroll practices during policies over a period of 12 months following termination; (b) A lump sum target bonus of $324,000.14, representing the amount set forth in Section 1(a)(i)(y) of the Severance Agreement plus an amount equal to Executive’s 2017 target bonus; (c) A one-time payment of $924.49 (for December 15, 2017 through December 31, 2017) and subsequent monthly payments of $2,231.68, representing the amount set forth in Section 1(a)(ii) of the Severance Agreement, for the period commencing beginning on the Separation Date December 15, 2017 and ending on the twelve earlier of (12)-month anniversary thereof x) 12 months following the date of such termination and (y) the date Executive becomes eligible for group health insurance coverage through a new employer, subject to the requirements set forth in accordance with Section 4(c)(i)(A1(a)(ii) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Severance Agreement.; (bd) With respect to Employee’s outstanding equity awards and earnout rightsTreatment of stock options: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as Twenty-five percent (25%) of the Separation Date for purposes stock option award listed in Annex C of all such outstanding equity awards.the Severance Agreement shall vest and be exercisable on April 30, 2018; and (ii) Of Employee’s 128,218 stock options that were granted Commencing on January 21May 1, 20212018, with an exercise price continued monthly vesting on the 30th day of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as each month of the Separation Date pursuant to stock option award listed in Annex C of the Severance Agreement at the rate of 1/48th of the total shares underlining such stock option for 12 additional months, notwithstanding the vesting schedule that would have applied had Executive remained continuously employed by the Company during such 12- month period. Any portion of the stock option award that is not vested by the dates set forth herein shall be forfeited and cancelled in its entirety on such applicable date. Each such payment or benefit shall be paid at the time set forth in Section 4(c)(i)(C1(b) of the Employment Severance Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled subject to the terms and forfeited as conditions of such section. Further, for the Separation Date. (iii) Employee’s 254,818 fully-vested stock options option award that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to vests under Section 4(c)(i)(C1(d) of the Employment Agreement and be settled in accordance with their termsthis Release/Amendment, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employeefollowing Executive’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21termination, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee Executive shall be entitled to retain exercise any vested portion of such stock option award following vesting and until the home computer, laptop and automobile used in connection with his employment as end of the 90-day prior to period following the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business end of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (eadditional 12- month period set forth in subsection 1(d)(ii) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunderRelease/Amendment.

Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment through for the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits mutual promises set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary Company will continue to pay your current base salary for twelve (12) months following the Separation Date (the “Separation Pay”). The Separation Pay will be paid subject to applicable withholdings and deductions and made in accordance with the Company’s regular payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000practices. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as The first installment of the Separation Date for purposes Pay shall be paid on the next regular Company payroll date following the expiration of all such outstanding equity awards. the seven (ii7) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (Aday rescission period described in Section 14(h) 32,054 stock options are fully vested below and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in include any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)retroactive amounts accrued; provided, however, that the Separation Pay shall cease if the Executive begins employment with another organization before all Separation Pay scheduled to be paid by the Company to you has been paid;. (1b) any plan To the extent that you are eligible for and choose to continue your current coverage under the Company’s health and dental insurance plans pursuant to which the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will contribute toward the premium for such benefits are provided is notcontinued coverage for eighteen (18) months following the Separation Date at the same rate it contributes toward the premium for active employees. (c) The Company will accelerate vesting for the total of 281,250 RSUs scheduled to be vested March 1, or ceases prior to the expiration 2025 and March 1, 2026 in accordance with Section 6.2(c)(B) of the continuation coverage period to beDecember 1, 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof)2022 TILT Executive Agreement with Xxxxxxxxxx Xxxxx. (d) In consideration for the covenants The Company will waive your post-termination non-competition, non-interference, and non-solicitation obligations set forth in this AgreementSections 8, Employee shall be entitled to retain the home computer9 and 10, laptop and automobile used in connection with his employment as respectively, of the day prior to the Separation Date (the “Retained Property”)December 1, provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee2022 TILT Executive Agreement with Xxxxxxxxxxx Xxxxx. (e) The payments and Company’s provision of the benefits described in this Section 3 shall be in lieu 1 (the “Separation Benefits”) to you are contingent upon your compliance with the terms of any termination or severance payments or benefits for which Employee may be eligible under any of this Agreement. You acknowledge and agree that the plansSeparation Benefits are over and above anything owed to you by law, policies or programs of the Company contract, or under the Worker Adjustment Retraining Notification Act policies of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under , and that they are being provided to you expressly in exchange for you entering into this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunderAgreement.

Separation Benefits. In consideration of, and subject to and conditioned upon (a) Provided that Employee (i) executes this Agreement and returns it to the Company, care of Xxxx Xxxx, Chief People Officer, 00000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, 00000 (e-mail: xxxxx@xxxxxxxx.xxx) so that it is received by Xx. Xxxx no later than 1:00 p.m. ET on February 28, 2022; (ii) provides the assistance and services described in Section 1 above, and does not resign his employment prior to the New CEO Start Date; (iii) timely executes and returns the Confirming Release (as defined below) to the Company as set forth in Section 8 below (and does not exercise his revocation right as described in the Confirming Release); (iv) abides by each of his commitments set forth herein; and (v) does not have his employment terminate due to his death or as a result of the Company’s termination for Cause (as defined in the Severance Agreement), then: (1) The Company will provide Employee with a total severance payment equal to $1,300,000, less applicable taxes and withholdings (the “Separation Payment”), which Separation Payment will be paid in substantially equal installments on the Company’s regular payroll dates during the two-year period that follows the Separation Date; provided, however, the first installment of the Separation Payment shall be made to Employee on the Company’s first payroll date after the expiration of the Confirming Release Revocation Period (as defined in the Confirming Release) and such first installment shall include (without interest) the number of installments of the Separation Payment that would have been paid to Employee had Employee received such payments on the Company’s payment dates between the Separation Date and such payment date. (2) Pursuant to the terms of Equity Plan and that certain Restricted Stock Units Award Agreement by and between the Company and Employee made as of November 4, 2019 (the “2019 RSU Agreement”), 58,334 outstanding restricted stock units (“RSUs”) that are scheduled to vest on November 4, 2022 (the “Unvested 2019 RSUs”), shall remain outstanding and eligible to vest on such date, subject to Employee’s timely continued service as a member of the Board through such date, and shall be settled in accordance with the terms of the 2019 RSU Agreement. The 116,666 RSUs subject to the 2019 RSU Agreement that have already vested as of the Effective Date (the “Vested 2019 RSUs”) shall be settled in accordance with Sections 5(a) and 5(b) of the 2019 RSU Agreement, which generally provides for settlement on the earlier to occur of (A) Employee’s death and (B) the first payroll date that occurs on or after the date that is six months and one day following the Separation Date. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the settlement of the Vested 2019 RSUs, the Company shall satisfy such requirement by withholding from the shares of common stock to be issued to Employee upon settlement the actual number of shares necessary to satisfy the Company’s tax withholding obligations; provided that the maximum number of shares that may be so withheld shall be the number that have an aggregate fair market value on the date of withholding equal to the aggregate amount of such tax liabilities determined based on the greatest statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the Vested 2019 RSUs, and neither the officers nor any other employee of the Company shall have the discretion to disallow such withholding with respect to such Vested 2019 RSUs. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the settlement of the Unvested 2019 RSUs, the Company shall satisfy such requirement (i) through a “sell to cover” transaction through a bank or broker, or (ii) if Employee has or could have material nonpublic information at the time of settlement, by withholding from the shares of common stock to be issued to Employee upon settlement the actual number of shares necessary to satisfy the Company’s tax withholding obligations; provided that in the event of clause (ii), the maximum number of shares that may be so withheld shall be the number that have an aggregate fair market value on the date of withholding equal to the aggregate amount of such tax liabilities determined based on the greatest statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the Unvested 2019 RSUs, and neither the officers nor any other employee of the Company shall have the discretion to disallow such withholding with respect to such Unvested 2019 RSUs. (3) Pursuant to the terms of the Equity Plan and that certain Stock Option Grant Notice and Stock Option Agreement by and between the Company and Employee dated November 7, 2019 (the “2019 Option Agreement”), 100,000 outstanding stock options that are scheduled to vest on November 7, 2022 shall remain outstanding and eligible to vest on such date, subject to Employee’s continued service as a member of the Board through such date, and following vesting shall become exercisable pursuant to the terms of the 2019 Option Agreement. The 200,000 stock options subject to the 2019 Option Agreement that have already vested as of the Effective Date shall remain outstanding and eligible to be exercised pursuant to the terms of the 2019 Option Agreement. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Employee’s exercise of stock options under the 2019 Option Agreement, the Company shall satisfy such requirement by withholding from the shares of common stock to be issued to Employee upon exercise the actual number of shares necessary to satisfy the Company’s tax withholding obligations; provided that the maximum number of shares that may be so withheld shall be the number that have an aggregate fair market value on the date of withholding equal to the aggregate amount of such tax liabilities determined based on the greatest statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the stock options, and neither the officers nor any other employee of the Company shall have the discretion to disallow such withholding with respect to such stock options. (4) Pursuant to the terms of the Equity Plan and that certain Performance Restricted Stock Units Award Agreement by and between the Company and Employee made as of November 4, 2019 (the “2019 PRSU Agreement”), 425,000 outstanding performance restricted stock units (“PRSUs”) that are scheduled to vest on certain “Vesting Dates” (as defined in the 2019 PRSU Agreement) shall remain outstanding and eligible to vest on the applicable Vesting Dates, subject to Employee’s continued service as a member of the Board through each such date and the Company’s attainment of certain performance goals as set forth in the 2019 PRSU Agreement on each such date; provided, however, that upon Employee’s termination of service as a member of the Board other than for Cause (as defined in the 2019 PRSU Agreement), all PRSUs that remain outstanding as of the date Employee ceases to serve on the Board, if any, shall become vested as of the date Employee ceases to serve on the Board and shall be settled in accordance with Section 6 of the 2019 PRSU Agreement. Notwithstanding anything to the contrary contained in the 2019 PRSU Agreement, effective upon the execution of this Agreement, Section 6 of the 2019 PRSU Agreement shall be amended to delete Section 6(a)(ii) in its entirety. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the settlement of the PRSUs, the Company shall satisfy such requirement (i) through a “sell to cover” transaction through a bank or broker, or (ii) Employeeif Employee has or could have material nonpublic information at the time of settlement, by withholding from the shares of common stock to be issued to Employee upon settlement the actual number of shares necessary to satisfy the Company’s continued employment through tax withholding obligations; provided that in the Separation Dateevent of clause (ii), (iii) Employee’s continued compliance the maximum number of shares that may be so withheld shall be the number that have an aggregate fair market value on the date of withholding equal to the aggregate amount of such tax liabilities determined based on the greatest statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the Loyalty Agreement (as defined below) PRSUs, and (iv) Employee’s timely execution neither the officers nor any other employee of the general release attached hereto as Exhibit A Company shall have the discretion to disallow such withholding with respect to such PRSUs. (5) Pursuant to that certain Restricted Stock Units Award Agreement by and between the Company and Employee dated March 10, 2021 (the “Additional Release2021 RSU Agreement”), the holding period requirement set forth in Section 5(d) of the 2021 RSU Agreement applicable to the RSUs granted to Employee pursuant to the Equity Plan and the 2021 RSU Agreement (which, for the avoidance of doubt, have already vested and been settled as of the Effective Date) (the “2021 RSUs”) on or within seven (7) days shall be deemed satisfied as of the Separation Date and, following the Separation Date, shall no longer apply to the Company will provide Employee with 2021 RSUs. (6) For the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) portion, if any, of the Employment Agreement subject 24-month period following the Separation Date (the “COBRA Period”) that Employee elects to the termscontinue coverage for Employee and Employee’s spouse and eligible dependents, including payment timingif any, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with under the Company’s payroll practices group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Employee, on a monthly basis, for the premiums for Employee to effect and continue such coverage (each such monthly premium, the “Monthly COBRA Premium”). Each payment of a Monthly COBRA Premium is dependent upon Employee’s timely election of COBRA continuation coverage and informing the Company in writing, care of Xxxx Xxxx, Chief People Officer (xxxxx@xxxxxxxx.xxx), of his election of such coverage for the applicable month during the period commencing on the Separation Date and ending on the twelve COBRA Period at least five (12)-month anniversary thereof in accordance with Section 4(c)(i)(A5) of the Employment Agreement is $600,000days before such month begins. No prorated Annual Bonus Employee shall be payable eligible to Employee for 2022 pursuant to Section 4(c)(i)(B) of receive Monthly COBRA Premiums until the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, earlier of: (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as last day of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation DateCOBRA Period; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement to receive coverage under a subsequent employer’s group health plan sponsored by another employer (in and any case, the “COBRA Period”), subject such eligibility shall be promptly reported to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and by Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, however, that the election of COBRA continuation coverage shall remain Employee’s sole responsibility. Notwithstanding the foregoing, if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration provision of the continuation coverage period to bebenefits described in this paragraph cannot be provided in the manner described above without penalty, exempt from tax or other adverse impact on the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5)Company, (2) then the Company is otherwise unable and Employee shall negotiate in good faith to continue to cover Employee or Employee’s dependents under its group health plans or (3) determine an alternative manner in which the Company cannot may 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 substantially equivalent benefits to Employee in substantially equal monthly installments over without such adverse impact on the COBRA Period (or remaining portion thereof)Company. (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (eb) The payments and benefits described set forth in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of are referred to herein collectively as the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation“Separation Benefits. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.”

Separation Benefits. In consideration of, exchange for your signing this Agreement and subject to and conditioned upon (i) Employee’s timely execution not revoking your acceptance of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s Agreement and your continued compliance with your obligations under this Agreement and the Loyalty Proprietary Information and Inventions Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A described in Section 6, below (the “Additional Release”) on or within seven (7) days following the Separation Date"PIIA"), the Company will provide Employee you with the separation following benefits: a) Continuation of your base salary at an annualized rate of $375,000 (but not your employment) for twelve (12) months after the Effective Date, which base salary shall be paid to you in accordance with the Company's normal payroll practices; b) A one-time payment of $156,250, which will be paid to you in a lump sum on the first payroll date following the Effective Date; c) Reimbursement of the COBRA premiums to continue coverage under the Company's health plans for you, your spouse, and your eligible dependents for twelve (12) months after the Effective Date or until such time as you are eligible for health coverage through another employer, whichever comes first; d) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options awarded to you on January 30, 2015, such that all such options will be fully vested and exercisable on and as of the Effective Date; e) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options awarded to you on March 1, 2016, such that all such options will be fully vested and exercisable on and as of the Effective Date; f) Acceleration, on the Effective Date, of fifty percent (50%) of the restricted stock units awarded to you on March 15, 2017, such that such restricted stock units will be vested on and as of the Effective Date, and settled as soon as practicable thereafter; g) An extension of the period following the Effective Date for you to exercise your vested options, (vested as of May 31, 2017) so that they will remain exercisable until May 31, 2018. If no trading windows in which you are pre-cleared to trade (if necessary) are opened within three hundred sixty-five (365) days following the Effective Date, you will be released from any trading restrictions imposed under the Xxxxxxx Xxxxxxx Policy, provided that you must at all times refrain from trading if you are in possession of material non-public information. You acknowledge, understand and agree that, as a result of the extension of the time to exercise your options, any portion of any of your options intended to be an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") will cease to qualify as an incentive stock option (i) on the date you sign this Agreement, for any option with an exercise price less than the fair market value of the Company's common stock on the date you sign this Agreement and (ii) three months after the Effective Date for any option with an exercise price equal to or greater than the fair market value of the Company's common stock on the date you sign this Agreement and, in either case, will be treated as a nonstatutory stock option for U.S. Federal tax purposes thereafter; and h) The Company will reimburse up to $15,000 in legal fees that you incur in connection with this Agreement. Except for your salary through the Effective Date, any accrued but unused vacation, reimbursement of expenses you duly incur prior to the Effective Date, your entitlement to benefits under any Company benefit, stock, equity, and long-term incentive plan which are vested, and any other payments or benefits required to be paid or provided by law, you agree that you will not be entitled to any additional compensation from the Company, including any salary, bonus or incentive compensation, or other remuneration or benefits of any kind (including under your employment agreement with the Company dated as of March 24, 2015 (your "Employment Agreement")) other than as set forth in Section 4(cthis Agreement and the Etsy, Inc. Change in Control Severance Plan ("CIC Plan") (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, however, You agree 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under you violate any of the plans, policies or programs of the Company or your obligations under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty AgreementPIIA, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall you will no longer be entitled to no further payments hereunderreceive any benefits under Sections 2(a) through (h), above.

Separation Benefits. In consideration ofof Executive’s release of all claims and his other covenants and agreements contained herein, and subject to provided that this Agreement has been executed by Executive by the twenty-first (21st) day following the date of presentation hereof and conditioned upon has not been revoked by Executive as of the eighth (i8th) Employeecalendar day following Executive’s timely execution of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance Company shall provide Executive with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the followingbenefits: (a) The aggregate amount Sunstone shall pay Executive $2,420,846, consisting of Annual Base Salary to be paid two (2) times his current annual base salary ($650,000) and two (2) times his annual bonus for the past year ($569,423), less all applicable federal, state, and/or local taxes and all other authorized payroll deductions in accordance with the Company’s payroll practices during the period commencing a single lump sum on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment AgreementJuly 1, 2011. (b) With respect On July 1, 2011, Sunstone shall pay to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of Executive $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options 44,470.49. Executive shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant eligible to Section 4(c)(i)(C) of the Employment Agreement and be settled elect to continue his healthcare benefits in accordance with their termsCOBRA and/or Cal-COBRA at his own expense and shall be responsible for timely electing to continue his and his family’s healthcare insurance benefits under COBRA and/or Cal-COBRA if he desires to do so, and (B) the remaining 44,053 restricted stock units such continuation shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant subject to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their termsapplicable laws and regulations under COBRA and/or Cal-COBRA. (c) In accordance with Section 4(c)(i)(D) of the Employment AgreementFebruary 2011, during the period beginning Sunstone shall pay into Executive’s 401k account a $7350 matching contribution for 2010, and on the Separation Date ending on the twelve (12) month anniversary thereof orJuly 1, if earlier2011, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject pay to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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, Executive an amount equal to each remaining the amount the Company subsidy shall thereafter be paid would have contributed as a profit sharing contribution to Employee in substantially equal monthly installments over Executive’s 401k account for 2010 had he remained employed with the COBRA Period (or remaining portion thereof)Company through the date of such profit sharing contribution. (d) In On the Effective Date, as defined in Section 8, 276,122.66 shares of unvested restricted stock shall become vested and immediately unrestricted. Executive may satisfy the minimum statutory withholding obligation imposed under Section 3.2(a) of the Sunstone Hotel Investors, Inc. 2004 Long-Term Incentive Plan, as amended effective May 5, 2010, (the “LTIP”) as specified in Section 3.2(b) of the LTIP. For the avoidance of doubt, the following equity will vest: July 21, 2008 38,233 (July 21, 2011) and 47,792 (July 21, 2012) January 22, 2009 54,878 (February 5, 2011) and 73,171 (February 5, 2012) February 18, 2010 31,024.33 (February 18, 2011) and 31,024.33 (February 18, 2012) All other unvested equity grants shall not vest, but shall terminate as of the Resignation Date and Executive shall have no further rights therein. Executive hereby acknowledges and agrees that, he shall not be eligible to receive any payments or other consideration for under this Agreement until after the covenants in Effective Date. For avoidance of doubt, Executive acknowledges and agrees that if he does not timely sign this Agreement, Employee or if he revokes this Agreement, he will have no right to receive any of the payments or benefits under this Agreement, and the Company shall be entitled have no further obligation to retain him hereunder. Notwithstanding the home computerforegoing, laptop Executive will receive his regular compensation through the termination of his employment. The Company and automobile used Executive understand and agree that the payments and benefits provided in connection with his employment this Agreement are not materially related to any known or contemplated change in control within the meaning of Section 280G of the Internal Revenue Code. The Company represents that as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Resignation Date, Employee will permit it does not know of an event or contemplate an event that would constitute a change in control within the Company to make copies meaning of any proprietary information relating to Section 280G of the business Internal Revenue Code of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any 5 of the plansEmployment Agreement on or before March 17, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation2011. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration of, and subject to and conditioned upon If you (i) Employee’s timely execution of execute this AgreementAgreement by January 13, 2020 and do not revoke it, (ii) Employee’s continued employment through execute the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release Second General Release attached hereto as Exhibit A after your Last Day of Employment and before April 24, 2020 and do not revoke it, (iii) return all Company property in accordance with Paragraph 5 below, and (iv) otherwise comply with your obligations under this Agreement and the Continuing Employment Agreement Obligations (as defined in Paragraph 4 below) of your Employment Agreement with the Company, dated February 7, 2019 (the “Additional ReleaseEmployment Agreement”) on or within seven (7) days following the Separation Date), including your Invention and Non-Disclosure Agreement dated January 31, 2019, and your Non-Competition and Non-Solicitation Agreement dated January 31, 2019, the Company will provide Employee you with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the followingfollowing consideration: (a) The aggregate amount Severance equal to twelve months of Annual Base Salary to be paid your base salary as of the Last Day of Employment, or $400,001, less all applicable taxes and withholdings, payable in equal installments over the twelve month period commencing with the payroll period immediately following receipt and non-revocation of the Second General Release, in accordance with the Company’s standard payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement.practices; (ba) With respect to Employee’s outstanding equity awards Your annual bonus for calendar year 2019, based on your 2019 target bonus amount of $240,000, less applicable payroll taxes and earnout rights: required withholdings, payable at the later of (i) March 15, 2020, and (ii) the payroll period immediately following receipt and non-revocation of the Second General Release. It is understood and agreed that the Company will not be paying you a prorated annual bonus for 2020; (a) Provided you timely elect and remain eligible for health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the employer portion of continued health insurance coverage at your current election levels, through the earlier of: (i) twelve (12) months, or (ii) the date upon which you obtain or are provided any medical benefits coverage from any source other than the Company, and provided that you continue to pay an amount equal to the active employee rate of such coverage; and (a) You currently have outstanding certain equity based awards granted under the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”) pursuant to the individual award agreements entered into in connection with each such grant (the “Award Agreements”), which Award Agreements are specified on Exhibit B attached hereto (the “Equity Awards”). Notwithstanding anything to the contrary set forth in Employee’s applicable equity award agreementsthe Plan or in the individual Award Agreements, the termination portion of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date your Equity Awards that would, but for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months your separation from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21Company, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period twelve-month period commencing on your Last Day of Employment (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business assuming you remained a full-time employee of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs in good standing during such period and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any each of the plansperformance goals set forth therein was achieved), policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be vest in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreementfull, then the Company’s continuing obligations under this Section 3 shall cease effective as of the date your Last Day of the breach and Employee shall be entitled to no further payments hereunderEmployment.

Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of your acceptance of the terms of this Agreement, (ii) Employee’s continued employment through including but not limited to the Separation Dateobligations imposed by Paragraphs 9 to 11 of this Agreement and the Release of All Claims contained in Paragraph 6 of this Agreement, (iii) Employee’s continued compliance and provided you have signed this Agreement and the revocation period set forth in Paragraph 22 has expired with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Dateno revocation, the Company will provide Employee you with the separation benefits described in this Paragraph 5. a) The Company will pay a separation pay benefit in the total amount of Five Hundred Twenty-Five Thousand Dollars ($525,000.00). This separation pay benefit will be paid as follows: (i) Within fifteen (15) days of the Company’s receipt of written payment/wiring instructions from you, which you agree to provide after the Effective Date of this Agreement, as defined in Paragraph 22 below, the Company will pay a lump sum cash payment of One Hundred Seventy-Five Thousand Dollars ($175,000.00). (ii) The remaining separation pay benefit of Three Hundred Fifty Thousand Dollars ($350,000.00) will be paid to you in equal bi-weekly installments, less required payroll deductions and withholdings, for a period of fifty-two (52) installments in accordance with the Company’s regular payroll schedule and practice. These installments will begin on the Company’s first regular pay period after September 14, 2013, provided you have executed this Agreement and the revocation period set forth in Paragraph 22 has expired with no revocation. b) The Company will not seek to recoup the Transit Valley Country Club full-year dues it has already paid on your behalf for 2013. Any dues, fees, assessments or other charges you incur at Transit Valley Country Club after the Separation Date are your responsibility. c) In the event that the Company receives an inquiry from a future prospective employer, the Company will only disclose the position you held and the duration of your employment, unless you authorize in writing that additional information to be disclosed. d) The Company makes no representations to you regarding the taxability and/or tax implications of this Agreement. You are solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether the Company should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). You agree to defend, indemnify, reimburse and hold the Company harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on the Company by the Internal Revenue Service, the New York State Tax Department or any other federal, state or local taxing authority by reason of the payment made pursuant to paragraph 5(a)(i) above, the absence of withholdings and deductions made from that payment and/or your non-payment or late payment of taxes due with respect to that payment, and you alone assume all liability for all such amounts. e) You agree that you are not entitled to any other compensation or benefits of any kind or description from the Company, its successors, assigns, affiliates or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by the Company, its successors, assigns, affiliates or related companies, other than as described in this Agreement, and except for vested benefits under the any qualified retirement plans in which you participate. f) You acknowledge and agree that, in the absence of this Agreement, you are not entitled to any of the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreementthis Paragraph 5. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration of, and subject to and conditioned upon exchange for (i) the Employee’s timely execution and non-revocation of this AgreementAgreement and the release and waiver of claims against the Company set forth herein, (ii) the Employee’s continued employment through execution and non-revocation of a supplemental release and waiver of claims on the Separation DateDate which is substantially similar to the release contained in Section 7 below, and (iii) the Employee’s continued ongoing material compliance with his obligations under this Agreement, the Loyalty Agreement Company agrees to pay or provide to the Employee the following (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (collectively the “Additional ReleaseBenefits”): (a) on or a lump sum cash payment equal to 100% of his current annual base salary, payable, less applicable withholdings, within seven thirty (730) days following the Separation Date; (b) payment of any amount earned by the Employee under the Company’s Annual Incentive Plan for the fiscal year ended March 31, 2023, based on actual Company performance, payable, less applicable withholdings, at the same time bonuses are paid to Company executives for such year, but no later than the end of the first quarter of the 2024 fiscal year; provided, however, the Company will provide Employee not exercise its downward discretion under the Annual Incentive Plan specifically with respect to the Employee; (c) pursuant to the terms of the Employee’s restricted stock unit (“RSU”) award agreements, accelerated vesting of the portion of the Employee’s unvested time-based restricted stock units that would have vested based on continued employment through the date that is twelve (12) months following the Separation Date with settlement of RSUs within thirty (30) days following the Separation Date; (d) the Employee’s unvested performance-based restricted stock unit (“PSU”) award agreements shall remain outstanding and eligible to vest (on a pro-rated basis) in accordance with the separation benefits set forth in Section 4(c) existing terms thereof (Severance Payments Upon a Termination Without Cause or Resignation with Good Reasonfor the avoidance of doubt, one-hundred percent (100%) of the Employment Agreement subject Employee’s 2021-2023 PSU award shall remain outstanding and eligible to the termsvest, including payment timing, set forth therein, as modified herein, and Sections 9(k) two-thirds (Withholding) and 9(m) (Section 409A2/3) of the Employment AgreementEmployee’s 2022-2024 PSU award shall remain outstanding and eligible to vest and one-third (1/3) of the Employee’s 2023-2025 PSU award shall remain outstanding and eligible to vest); to the extent the Board decides, as set forth below. The in its sole discretion, to accelerate vesting and/or payment of any performance-based restricted stock unit awards for senior executives of the Company and generally, the Employee acknowledge will be treated in the following:same manner; (ae) The aggregate Employee will receive a single lump-sum payment in the amount of Annual Base Salary to be paid $20,000.00 which includes sums that offset the cost of continuing health care coverage and outplacement services less applicable deductions; (f) the Company shall pay the Employee any accrued but unpaid base salary and any accrued but unused vacation or PTO, and shall reimburse the Employee for any business expenses submitted in accordance with the Company’s payroll practices during policies, provided the period commencing Employee makes reasonable efforts to submit any expenses on or before the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement.Date; (bg) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, and for a period of one year (B) 32,054 stock options through April 3, 2024), the Employee shall vest as of continue to be eligible to participate in the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) EmployeeCompany’s 254,818 fully-vested stock options that were converted on January 21Employee Purchase Program, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, the terms and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any)conditions thereof, at the same levels and costs cost applicable to active employees, which are subject to change or termination on a program-wide basis. Nothing in effect on this Agreement entitles the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior Employee to the expiration continued benefits of the continuation coverage period Employee Purchase Plan in the event it is no longer available 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business employees of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employeegenerally. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration offor your compliance with paragraphs 4 and 5 hereof, and subject to and conditioned upon your compliance therewith, the Company will pay to you (i) Employee’s timely execution an amount equal to Two Million Six Hundred Seventy-Seven Thousand One Hundred Forty-Seven Dollars and Twenty Cents ($2,677,147.20), which represents the sum of this Agreement, (iix) Employee’s continued employment through the Separation Date, twenty-four (iii24) Employee’s continued compliance with the Loyalty Agreement (as defined below) months of your Base Salary and (ivy) Employee’s timely execution of an amount equal to one and one-half (1.5) times your Annual Bonus at the general release attached hereto as Exhibit A target amount, in substantially equal installments over the twenty-four (the “Additional Release”) on or within seven (7) days 24)-month period immediately following the Separation Date, the Company will provide Employee in accordance with the separation benefits set forth Company’s regular payroll practices; (ii) a pro-rata portion of your Annual Bonus (if any) earned for the year in which termination occurs, based on your actual performance through the date of such termination and determined in accordance with Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A4(b) of the Employment Agreement, to be paid at the time that annual bonuses for the 2022 fiscal year are paid by the Company generally; and (iii) the reimbursement of your reasonable legal fees incurred in connection with the review and negotiation of this Agreement and any other agreement ancillary to your separation from the Company, up to $20,000 in the aggregate. In addition, as set forth below. The further consideration for your compliance with paragraphs 4 and 5 hereof, and subject to your compliance therewith, the Company and Employee acknowledge also will pay your monthly health insurance premiums, subject to your timely electing to continue your coverage (and, if applicable, the following: coverage of your eligible dependents) in the Company’s group health plans under the federal law commonly known as “COBRA” or similar state law, until the earliest to occur of (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve twenty-four (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (324) months following the Separation Date, (Bb) 32,054 stock options shall vest the date on which you cease to be eligible for such COBRA coverage under applicable law or plan terms and (c) the date you become eligible for health insurance coverage through a subsequent employer or otherwise (the “COBRA Premiums”). The payments set forth in this paragraph 2 are hereinafter referred to as the “Separation Benefits” and are in full consideration of any payments or benefits due to you under the Employment Agreement. Payment of the Separation Date pursuant to Section 4(c)(i)(C) of Benefits shall commence on the Employment Agreement and remain exercisable for three (3) months first payroll date immediately following the Separation Date; and expiration of sixty (C60) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months calendar days from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price the first payment to include all amounts that otherwise would have been payable prior thereto absent the delay. Notwithstanding the foregoing, in the event that the Company’s payment of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant COBRA Premiums would subject the Company to any tax or penalty under Section 4(c)(i)(C105(h) of the Employment Agreement and be settled in accordance with their termsInternal Revenue Code of 1986, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlieramended, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in any each case, as determined by the “COBRA Period”)Company, subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code then you and the regulations thereunder, the Company shall, agree to work together in its sole discretion, either (A) continue good faith to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, however, that if (1) any plan pursuant to which restructure 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof)benefit. (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration of, and subject Subject to and conditioned upon (i) Employee’s timely execution of and compliance with Employee’s obligations under this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide to Employee with the separation benefits set forth following payments provided for in Section 4(csubsections (a), (b), and (c) below, less all applicable withholding (Severance Payments Upon a Termination Without Cause or Resignation with Good Reasonthe (Separation Benefits”): (a) The Company shall pay to Employee within 60 days of the Employment Separation Date, provided this Agreement subject to the termshas become effective and enforceable by January 17, including payment timing, set forth therein, as modified herein, and Sections 9(k2023 under Section 3(c) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (ai) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee 500,000, as consideration for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards.base compensation; (ii) Of $550,000, as consideration for Employee’s 128,218 2022 bonus opportunity; (iii) Acceleration of the vesting of 60% of all unvested equity awards under the Company’s 2022 Stock Option and Incentive Plan and/or the Company’s 2018 Stock Incentive Plan (with such accelerating amount equal to 244,581 shares and 132,468 stock options that were options), other than the retention restricted stock unit award granted on January 21June 1, 20212022 (the “Retention Grant”), with an exercise price all such awards remaining subject to all other terms and conditions of $11.35the underlying award agreement(s), (A) 32,054 stock options are fully vested and shall remain exercisable for including but not limited to, Employee’s three (3) months following the Separation Date, year post-termination extension of his exercise period; (Biv) 32,054 stock options shall vest as The acceleration of the Separation Date pursuant to Section 4(c)(i)(C) vesting of 100% of the Employment Agreement first tranche of the Retention Grant and remain exercisable 50% of the second and third tranches of the Retention Grant (with such accelerating amount equal to 301,409 restricted stock units), with the Retention Grant remaining subject to all other terms and conditions of the underlying award agreement ; and (v) $83,158.00 as consideration for three (3) months following the Separation Date; and (C) exercise price paid by the remaining 64,110 stock Employee on his previously exercised options, which options shall will be automatically cancelled and forfeited as of on the Separation Date. (iiib) The Company shall pay an amount equal to no more than $25,000 for reasonable attorneys’ fees incurred by Employee related to the negotiation and review of this Agreement and Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months separation from the Separation Date. Company (iv) such amount the “Legal Fee Consideration”). The Legal Fee Consideration shall be paid in a lump sum to Executive’s counsel within 30 days of Company’s receipt of documentation of the legal fees, provided that this Agreement has become effective and enforceable by January 17, 2023 under Section 3(c). By signing and not revoking this Agreement, Employee acknowledges that Employee is not entitled to any additional amounts for Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their termslegal fees. (c) In accordance with Section 4(c)(i)(DProvided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company shall pay the full cost of Employee’s monthly premiums necessary to maintain, for a period of up to 18 months after the termination of Employee’s employment, COBRA continuation coverage for Employee and his eligible dependents under the Company’s group health (coverage should include medical, dental and vision) insurance plan in which Employee participates as of the Employment Agreementlast date of his employment with the Company (the “COBRA Benefit”). Employee acknowledges and agrees that it is Employee’s sole responsibility to timely elect COBRA continuation coverage in order to receive the COBRA Benefits of this Section 1(c). Payments under this Section 1(c) shall be on a monthly basis until the earlier of (x) Employee’s receipt of 18 months of COBRA Benefits pursuant to this Section, during the period beginning on the Separation Date ending on the twelve or (12y) month anniversary thereof or, if earlier, the date on which Employee is no longer eligible to receive COBRA continuation coverage under applicable law. In the event Employee becomes eligible for comparable replacement coverage covered under a subsequent another employer’s group health plan (in any caseor otherwise ceases to be eligible for COBRA during the COBRA Benefits period, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, Employee must immediately notify the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof)event. (d) In consideration for of the covenants in Separation Benefits, Legal Fee Consideration, Services Agreement, and COBRA Benefit, on execution and non-revocation of this Agreement, Employee shall be entitled will have no further rights to retain additional equity, accelerated equity or equity based agreements with the home computer, laptop and automobile used Company (including any equity rights contained in connection Employee’s employment agreement with his employment as of the day prior to the Separation Date (the “Retained Property”Company), provided that including but not limited Employee having any right to exercise any forfeited options and/or Company equity or receive shares on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employeeoutstanding restricted stock units. (e) The payments By signing and benefits described in not revoking this Section 3 shall be in lieu of Agreement, Employee acknowledges that Employee is not entitled to any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of additional amounts from the Company or (including, but not limited to, any amounts under Employee’s employment agreement) other than the Worker Adjustment Retraining Notification Act Separation Benefit, the COBRA Benefit, and the Legal Fee Consideration, and payment of 1988 or any similar state statute or regulationsalary and standard benefit treatment through the Separation Date. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled under no obligation to no further payments hereunderseek other employment; amounts due Employee under this Agreement shall not be offset by any remuneration attributable to any subsequent employment that Employee may obtain.

Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment through the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Date, the Company will provide Employee with the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement350,000. (b) With respect to Employee’s outstanding equity awards and earnout rightsawards: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 101,928 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on November US-LEGAL-11047090 174293-0005 January 20, 2014 with a current exercise price of $0.24, shall remain exercisable for three (3) months from the Separation Date. (iii) Employee’s 305,782 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on January 1, 20152017, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 61,156 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4November 1, 20202019, with a current exercise price of $0.92, shall remain exercisable until February 4November 1, 20302029. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted 183,469 stock units granted options that were converted on January 21, 20212021 from stock options originally granted on August 10, 2020 with a current exercise price of $0.92, (A) 22,026 restricted stock units 45,867 are fully vested and shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their termsremain exercisable until August 10, 2030 and (B) the remaining 44,053 restricted stock units 137,602 shall be automatically cancelled and forfeited as of the Separation Date. (vii) Of Employee’s 44,876 stock options that were granted on January 21, 2021 with an exercise price of $11.35, (A) 11,219 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date and (B) the remaining 33,657 stock options shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s 23,127 outstanding unvested time-vesting restricted stock units granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (ix) Employee’s outstanding 138,800 118,091 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 US-LEGAL-11047090 174293-0005 otherwise unable to continue to cover Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (fe) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f3(e) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration ofThe following separation benefits described in Paragraphs (a) through (e) (collectively, and subject to and conditioned upon (ithe “Separation Benefits”) Employee’s timely execution of are in exchange for the promises you are making in this Agreement, (iiand specifically the release in Paragraph 4(a) Employee’s continued employment through and the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement Re-affirmation (as defined below), provided that (x) and this Agreement is executed in full no later than twenty-one (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (721) days following the Separation Date, date you receive this Agreement; (y) the Re-affirmation is executed and delivered to Company will provide Employee with the separation benefits set forth in Section 4(cby you within five (5) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months business days following the Separation Date; and (Cz) neither this Agreement nor the remaining 64,110 stock options shall Re-affirmation is revoked pursuant to Paragraph 11(b). (a) Company will pay you severance in the form of salary continuation, consistent with regular payroll practices. The total gross severance amount will be automatically cancelled and forfeited as $1,000,000 (the “Severance”), which represents fifty-two (52) weeks of salary, payable in substantially equal installments commencing on the next possible pay cycle following the later of the Separation DateDate and the date the Re-affirmation is executed by you and is no longer revocable pursuant to Paragraph 11(b). You are not required to seek other employment to receive these payments, and Company will not reduce your severance if you obtain other earnings. (iiib) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, Company will grant to you an annual bonus with a current exercise price target amount of $0.641,000,000 with respect to Company’s 2023 fiscal year, shall remain exercisable payable when bonuses in respect of the 2023 fiscal year are paid to employees of Company generally. The actual bonus amount earned by you will be determined by the Compensation Committee of the Board of Directors (the “Board”) of Warner Music Group Corp. (“WMG Corp.”) based on corporate performance measures for three (3) months from the Separation Date2023 fiscal year as established and determined by the Compensation Committee of the Board. (ivc) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, Company will grant to you a prorated annual bonus with a current exercise price an annual target amount of $0.921,000,000 with respect to the first quarter of Company’s 2024 fiscal year, shall remain exercisable until April 23, 2028payable when bonuses in respect of the 2024 fiscal year are paid to employees of Company generally. The actual bonus amount earned by you will be determined by the Compensation Committee of the Board based on corporate performance measures for the 2024 fiscal year as established and determined by the Compensation Committee of the Board. (vd) Employee’s 509,637 fullyCompany will pay you in a lump sum on the next possible pay cycle following the later of the Separation Date and the date the Re-vested stock options affirmation is executed by you and is no longer revocable pursuant to Paragraph 11(b), an amount such that were converted on January 21after deduction of required withholding thereon, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of the net amount payable to you equals $0.92, shall remain exercisable until February 4, 203057,602.57. (vie) Of EmployeeYou will be eligible to receive an annual award of RSUs for Company’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted 2023 fiscal year pursuant to the Merger Agreement Plan (as defined below). The award will be granted under the Plan on a date selected by the Administrator (as defined in the Employment AgreementPlan) shall remain outstanding following during the Separation Date 2024 calendar year, which is expected to be in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) January 2024. The aggregate annual pre-tax, grant date value of RSUs granted to you in respect of the Employment Agreement2023 fiscal year will be $1,000,000, during with the period beginning on number of shares of WMG Corp.’s Class A common stock covered by such awards determined by the Separation Date ending on average closing share price of WMG Corp.’s Class A Common Stock for the twelve twenty (1220) month anniversary thereof ortrading days preceding the grant date selected by the Administrator. Notwithstanding the foregoing, if earlieryou become re-employed with Company or any of its parent companies, subsidiaries or affiliates, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code Severance and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the all other Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations Benefits under this Section 3 shall cease Paragraph 2 will stop as of the date of the breach you begin that employment and Employee Company shall be entitled to have no further payments hereunderobligations to you under this Paragraph 2.

Separation Benefits. In consideration of, and subject to and conditioned upon (i) Employee’s timely execution of your acceptance of the terms of this Agreement, (ii) Employee’s continued employment including but not limited to the obligations imposed by Paragraphs 9 through 14 of this Agreement and the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement (as defined below) and (iv) Employee’s timely execution Release of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation DateAll Claims contained in Paragraph 6 of this Agreement, the Company will provide Employee you with the separation benefits described in this Paragraph 5. a) You will receive a separation pay benefit in the total amount of $1,000,000.00 less required payroll deductions and withholdings. Subject to the requirements of Paragraph 27, this separation pay benefit will be paid in equal monthly installments for a period of twenty four (24) months in accordance with the Company’s regular payroll schedule and practice. These installments will begin on the Company’s first regular pay period after October 1, 2012 provided you have executed this Agreement and the revocation period set forth in Paragraph 26 has expired with no revocation. b) Within 30 days after the “Effective Date” of this Agreement as defined in Paragraph 26 below, you will receive a lump-sum cash payment equal to $349,950, less required payroll deductions and withholdings. c) The Board of Directors of the Company has determined that pursuant to the discretion provided under Section 9(b)(1) of the Financial Institutions, Inc. 2009 Management Stock Incentive Plan (the “2009 Plan”), the 4,525 shares of restricted stock granted to you on February 15, 2012 will become 100% vested as of the “Effective Date” of this Agreement as defined in Paragraph 26, below. d) The Board of Directors of the Company has determined that pursuant to the discretion provided under Section 9(b)(2) of the 2009 Plan, as soon as performance can be determined for the 2012 performance year (which shall be determined as soon as practicable following December 31, 2012, but in no event later than December 31, 2013), a pro-rated portion of the 7,721 shares of restricted stock granted to you on February 17, 2012 will become vested. e) You will be entitled to the compensation and benefits set forth in the Supplemental Executive Retirement Agreement attached to this Agreement as Exhibit A. f) The Company will transfer title of the 2011 BMW 550xi (valued at $42,800) to you, without further consideration, and you will be responsible for all taxes and registration fees due upon such transfer. The Company makes no representations to you regarding the taxability and/or tax implications of this Agreement. You are solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether the Company should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). You agree to defend, indemnify, reimburse and hold the Company harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on the Company by the Internal Revenue Service, the New York State Tax Department or any other federal, state or local taxing authority by reason of the payments above, the absence of withholdings and deductions made from certain payments above and/or your non-payment or late payment of taxes due, and you alone assume all liability for all such amounts. You agree that you are not entitled to any other compensation or benefits of any kind or description from the Company, its successors, assigns, affiliates or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by the Company, its successors, assigns, affiliates or related companies, other than as described in this Agreement, including, but not limited to as described in Paragraph 3, and except for vested benefits under the any qualified retirement plans in which you participate. You acknowledge and agree that, in the absence of this Agreement, you are not entitled to any of the separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the following: (a) The aggregate amount of Annual Base Salary to be paid in accordance with the Company’s payroll practices during the period commencing on the Separation Date and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreementthis Paragraph 5. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything to the contrary in Employee’s applicable equity award agreements, the termination of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Date. (iii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration ofaddition to any payments and benefits due to you pursuant to Section 7.05(a) of the Employment Agreement, and you will, subject to (and conditioned upon in consideration for): (ia) Employee’s timely execution of this Agreement, (ii) Employee’s continued employment your compliance with Section 1 above through the Separation Date, (iiib) Employee’s continued your timely execution and return to the Company, non-revocation of, and compliance with the Loyalty Waiver and Release of Claims Agreement (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”), and (c) on or within seven (7) days following the Separation Date, the Company will provide Employee your continued compliance with the separation Restrictive Covenants (as defined in Section 3 below), be entitled to receive (i) the payments and benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A7.05(b) of the Employment Agreement, as set forth below. The Company and Employee acknowledge which shall be subject to the following: terms of the Employment Agreement and, for the avoidance of doubt, will consist of (aA) The an amount equal to your continued base salary for 6 months following the Separation Date, which equals an aggregate amount of Annual Base Salary to be paid $375,000, less applicable withholdings, payable in six equal monthly installments in accordance with the Company’s regular payroll practices during the period commencing on practices, and (B) reimbursement for up to 6 months following the Separation Date and ending of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect (which for the avoidance of doubt will be based on the twelve coverage levels in effect immediately prior to the Separation Date in 2024), which shall be payable monthly, (12)-month anniversary thereof ii) additional payments in an aggregate amount of $125,000, less applicable withholdings, payable in six equal monthly installments in accordance with Section 4(c)(i)(Athe Company’s regular payroll practices, (iii) your fiscal year 2023 target annual bonus (to the extent not already paid as of the Employment Agreement is $600,000. No prorated Annual Bonus Separation Date), which shall be payable at the same time annual bonuses are paid to Employee for 2022 pursuant to Section 4(c)(i)(B) similarly situated executives of the Employment Agreement. Company, without regard to any requirement for continued employment through the payment date, and (biv) With respect accelerated vesting of the 30,000 outstanding unvested restricted stock units granted to Employeeyou on August 11, 2023 under the Company’s outstanding equity awards 2019 Incentive Award Plan and earnout rights: (i) Notwithstanding anything which were scheduled to the contrary in Employee’s applicable equity award agreementsvest on March 29, the termination of Employee’s employment hereunder shall constitute a termination of service 2024 as of the Separation Date (and, for purposes the avoidance of doubt, all such outstanding equity awards. (ii) Of Employee’s 128,218 stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall other unvested Company equity-based compensation awards held by you will be automatically cancelled and forfeited as of the Separation Date. Date)(the payments and benefits set forth in (iiii) Employee’s 254,818 fully-vested stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, with a current exercise price of $0.64, shall remain exercisable for three (3) months from the Separation Date. through (iv) Employee’s 613,480 fully-vested stock options that were converted on January 21), 2021 from stock options originally granted on April 23, 2018, with a current exercise price of $0.92, shall remain exercisable until April 23, 2028. (v) Employee’s 509,637 fully-vested stock options that were converted on January 21, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 2030. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any casecollectively, the “COBRA PeriodSeparation Benefits”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expense, or (B) reimburse Employee and Employee’s dependents for coverage under its group health plan (if any), at the same levels and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); 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 Employee or Employee’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that on the Separation Date, Employee will permit the Company to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then the Company’s continuing obligations under this Section 3 shall cease as of the date of the breach and Employee shall be entitled to no further payments hereunder.

Separation Benefits. In consideration ofProvided you (a) sign this Agreement and do not revoke your signature as set forth in Section 5, and subject to and conditioned upon (ib) Employee’s timely execution comply with terms of this Agreement, and (iic) Employee’s continued employment through do not resign your employment, or are not terminated by the Separation Date, (iii) Employee’s continued compliance with the Loyalty Agreement Company for “Cause” (as defined below) and (iv) Employee’s timely execution of the general release attached hereto as Exhibit A (the “Additional Release”) on or within seven (7) days following the Separation Dateprior to November 26, 2010, the Company will provide Employee you with the following separation benefits set forth in Section 4(c) (Severance Payments Upon a Termination Without Cause or Resignation with Good Reason) of the Employment Agreement subject to the terms, including payment timing, set forth therein, as modified herein, and Sections 9(k) (Withholding) and 9(m) (Section 409A) of the Employment Agreement, as set forth below. The Company and Employee acknowledge the followingbenefits: (ai) The aggregate amount following unvested non-qualified stock options to purchase shares of Annual Base Salary the Company’s common stock (the “Common Stock”), will automatically vest on the Separation Date and will remain exercisable for 90 days following your Separation Date: (1) the 3,633 stock options granted on February 18, 2008, and (2) the 10,666 stock options granted on February 23, 2009. The non-qualified stock option to purchase 10,000 shares of Common Stock granted to you on February 22, 2010 shall be forfeited and cancelled in full on the Separation Date. The parties agree that the foregoing provisions hereby amend and supersede, to the extent required, the applicable provisions of your applicable award agreements evidencing such stock options. (ii) The following unvested restricted stock units granted to you prior to December 31, 2009, will automatically vest on the Separation Date and be paid in accordance with the terms of the Company’s payroll practices during Long-Term Incentive Plan, as amended and restated (the period commencing “Incentive Plan”): (1) 4,500 restricted stock units granted on February 18, 2008 and (2) 7,300 restricted stock units granted on February 23, 2009. The 4,700 unvested restricted stock units granted to you on February 22, 2010 shall be forfeited and cancelled in full on the Separation Date Date. The parties agree that the foregoing provisions hereby amend and ending on the twelve (12)-month anniversary thereof in accordance with Section 4(c)(i)(A) of the Employment Agreement is $600,000. No prorated Annual Bonus shall be payable to Employee for 2022 pursuant to Section 4(c)(i)(B) of the Employment Agreement. (b) With respect to Employee’s outstanding equity awards and earnout rights: (i) Notwithstanding anything supersede, to the contrary in Employee’s applicable equity award agreementsextent required, the termination applicable provisions of Employee’s employment hereunder shall constitute a termination of service as of the Separation Date for purposes of all your applicable award agreements evidencing such outstanding equity awards. (ii) Of Employee’s 128,218 restricted stock options that were granted on January 21, 2021, with an exercise price of $11.35, (A) 32,054 stock options are fully vested and shall remain exercisable for three (3) months following the Separation Date, (B) 32,054 stock options shall vest as of the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement and remain exercisable for three (3) months following the Separation Date; and (C) the remaining 64,110 stock options shall be automatically cancelled and forfeited as of the Separation Dateunits. (iii) Employee’s 254,818 fully-vested A grant of restricted stock options that were converted on January 21, 2021 from stock options granted on November 1, 2015, units with a current exercise price market value of One Hundred and Fifty Thousand U.S. Dollars ($0.64, shall remain exercisable for three (3150,000) months from on the Separation Date will be made on the Separation Date., prior to separation from employment. This grant shall vest on the third anniversary of the grant date, subject to any forfeiture provisions therein, and be subject to the terms of the Incentive Plan and a Restricted Stock Units Agreement substantially in the form attached hereto as Exhibit A. (iv) EmployeeA pro-rata cash payment (based upon your time of service with the Company in fiscal 2010) of the 2010 annual bonus payable to you under the Company’s 613,480 fully-vested stock options Executive Annual Bonus Plan if, and to the extent that, our Management Development and Compensation Committee determines that were converted on January 21the performance goals for this bonus are met as of December 31, 2021 from stock options originally granted on April 232010, 2018which amount shall be payable to you no later than March 15, with a current exercise price of $0.92, shall remain exercisable until April 23, 20282011. (v) Employee’s 509,637 fullyA one-vested stock options time cash bonus to compensate you, on a grossed-up basis, for any increased incremental taxes you are expected to incur (including federal, state, local, and payroll taxes) as a result of receiving your distribution from the Xxxxxxx Denver, Inc. Supplemental Excess Defined Contribution Plan in a taxable year later than 2010, which amount shall be payable to you in a lump sum on the first date that were converted any payment is required to be made or commence to you under the terms of such Supplemental Excess Defined Contribution Plan and any distribution election thereunder. This bonus will be calculated using the tax rates in effect on January 211, 2021 from stock options originally granted on February 4, 2020, with a current exercise price of $0.92, shall remain exercisable until February 4, 20302011. (vi) Of Employee’s 66,079 outstanding unvested time-vesting restricted stock units granted on January 21, 2021, (A) 22,026 restricted stock units shall vest on the Separation Date pursuant to Section 4(c)(i)(C) of the Employment Agreement Your eligibility and be settled in accordance with their terms, and (B) the remaining 44,053 restricted stock units shall be automatically cancelled and forfeited as of the Separation Date. (vii) Employee’s outstanding 138,800 earnout-vesting restricted stock units that were granted on January 21, 2021 shall be automatically cancelled and forfeited as of the Separation Date. (viii) Employee’s outstanding 897,341 earnout rights that were granted pursuant to the Merger Agreement (as defined in the Employment Agreement) shall remain outstanding following the Separation Date in accordance with their terms. (c) In accordance with Section 4(c)(i)(D) of the Employment Agreement, during the period beginning on the Separation Date ending on the twelve (12) month anniversary thereof or, if earlier, the date on which Employee becomes eligible for comparable replacement coverage any benefits under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Employee and Employee’s dependents, at the Company’s sole expensePension Plan, or (B) reimburse Employee Retirement Savings Plan, and Employee’s dependents for coverage under its group health plan (if any), at Supplemental Excess Defined Contribution Plan will be governed exclusively by the same levels terms and costs in effect on the Separation Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration conditions of the continuation coverage period to be, exempt from applicable plan document(s). Your contributions and the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Employee or EmployeeCompany’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 Employee in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (d) In consideration for the covenants in this Agreement, Employee shall be entitled to retain the home computer, laptop and automobile used in connection with his employment as of the day prior to the Separation Date (the “Retained Property”), provided that contributions will cease on the Separation Date, Employee . You will permit the Company continue to make copies of any proprietary information relating to the business of the Company or its subsidiaries or affiliates on the computer or laptop. Employee shall be responsible for any costs and expenses related to the Retained Property on and after the Separation Date. The Company shall, on the Separation Date, transfer title to such automobile to Employee. (e) The payments and benefits described in this Section 3 shall be in lieu of any termination or severance payments or benefits for which Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. (f) No payment that is otherwise required to be paid to Employee pursuant to this Section 3 before the Additional Release becomes final and binding shall be paid to Employee until the first normal payroll payment date following the date the Additional Release becomes final and binding and any payment delayed as a result of this Section 3(f) shall be in a lump sum paid on such first payroll date; provided that if Employee materially breaches this Agreement or the Loyalty Agreement, then receive the Company’s continuing obligations under this Section 3 shall cease executive tax return preparation service regarding your 2010 tax return and tax planning services through the firm as of determined by the date of the breach and Employee shall be entitled Company, up to an aggregate amount no further payments hereundergreater than $6,000.00.