Common use of Separation of Employment Clause in Contracts

Separation of Employment. Your employment with the Company will end on August 31, 2023 (the “Separation Date”) unless, in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductions.

Separation of Employment. (a) Your employment with the Company will end on August 31January 2, 2023 2024 (the “Separation Date”) unless). You acknowledge that from and after the Separation Date, in you have no authority to, and shall not, represent yourself as an employee of the Company’s discretion, your final day . (b) Regardless of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of whether you sign this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: entitled to (i) coordinating payment of your base salary earned for services rendered through the resolution and shutting down of clinical studiesSeparation Date, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue unpaid expense reimbursement owed to receive your base salary presently in effect you in accordance with the Company’s regular payroll practicespolicies, less all relevant taxes (iii) accrued but unused vacation time ($25,000), and other withholdings(iv) any amount earned, continue to vest accrued and arising from your participation in, or benefits accrued under, any Company employee benefit plan or policy, which amounts shall be payable in any options to purchase shares accordance with the terms and conditions of such employee benefit plans and policies (collectively, the “Accrued Obligations”). (c) In accordance with the terms of the Company’s Common Stock under the Company’s 2015 2020 Equity Incentive Plan Plan, as amended (the “Plan”), and continue to participate in your option award agreements, all employee benefit plans stock options held by you that remain unvested as of the Company in which you are currently participating (subject Separation Date will cease to vest and will be forfeited on the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or provided, that if you timely enter into the Consulting Agreement (ii) should defined in Section 3), vesting will continue as provided in Section 3 while you are engaged to provide services under the Company terminate your employment for “Cause” (as defined below) before the Applicable Consulting Agreement. The Separation DateDate or, then the Company may accelerate your final day of employment at the Company to if applicable, the date of either termination of your notice of resignation or services under the date of Consulting Agreement, is hereinafter referred to as the Cause event“Option Vesting End Date”. Subject to Section 2(a)(iv), and you will not be entitled to, have the time periods to exercise your vested options following the Option Vesting End Date as set forth in Plan and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsoption award agreement.

Separation of Employment. Your employment with Employee has advised the Company will end of her intent to retire as the Company’s Vice President, Treasurer and Chief Financial Officer, effective at 11:59 PM ET, on August December 31, 2023 (the “Separation Date”) unless, in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Termination Date”). In The Company has agreed to provide Employee with the event severance benefits set forth in Section 3 herein based on her long service to the Company extends your final day and her agreement to abide by the terms of this Agreement. Employee acknowledges that payment of any amounts to, or on behalf of, Employee under this Agreement does not in any way extend Employee’s employment beyond August the Termination Date or confer any rights or benefits other than those set forth expressly herein. Regardless of whether Employee enters into this Agreement: a. The Company will pay Employee all accrued wages earned through December 31, 2023, plus accrued paid time off that remains unused through and including the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Termination Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Periodless applicable withholdings, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices. b. If not already paid prior to the Termination Date, less all relevant taxes the Company will pay Employee a cash bonus for her 2023 services (the “2023 Bonus”), payable at the same time as the Company’s other executive officers receive their cash bonus for 2023 services, but no later than January 30, 2024, and other withholdings, continue to vest in any options to purchase shares based on the bonus target previously established for Employee by the Compensation Committee of the Company’s Common Stock Board of Directors. For example, if the Compensation Committee awards executive officers 100% of their bonus target for 2023, Employee will receive a bonus of [***], which is the amount that Employee would have been entitled to receive since she was an employee of the Company for all for calendar year 2023. c. Provided Employee is already enrolled in Company healthcare insurance benefits coverage as of the Termination Date, Employee shall continue to receive such coverage through the Termination Date. If Employee wishes to continue healthcare insurance benefits coverage beyond the Termination Date, Employee must timely elect such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); thereafter, Employee shall be eligible to receive the benefit of the COBRA Reimbursement (as defined in Section 3(b) herein) subject to the conditions provided for in Section 3(b) herein. Any other benefits, including any equity grants, will be governed by the applicable benefit plan documents. Except as expressly provided in the applicable benefit plan documents, the Plans (as defined in Section 2 herein), or in this Agreement, Employee will receive no additional compensation, bonus, severance, commissions, equity, or other benefits (including, but not limited to, under the Company’s 2015 Equity Incentive Executive Severance and Change-in-Control Plan (the “Severance Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Termination Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductions.

Separation of Employment. (a) Your employment with the Company will end is anticipated to continue through and terminate effective as of the close of business on August 31, 2023 the date set forth on Schedule 1 attached hereto (the “Separation Date”). For the avoidance of doubt, subject to subparagraph (c) unless, in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicablebelow, the “Applicable Separation Date”Company will continue to compensate you at your gross bi-weekly base salary (less applicable withholdings). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which and you will continue to be employed by accrue vacation time, through the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not have any authority and shall not represent yourself as an employee or agent of the Company. (b) During the period between the date of this Agreement (June 21, 2017) and the Separation Date (the “Transition Period”), you will no longer be the Chief Financial Officer, principal financial officer or principal accounting officer of the Company, nor will you have any direct reports. You will, however, continue to remain employed by the Company during the Transition Period and will assist with the transition of your duties and such additional duties as may be reasonably requested by the Company. During the Transition Period, you will not be required to report to the office on a full-time basis, but you agree that you will be available upon reasonable request to aid and assist in the transition process associated with transferring knowledge of your current responsibilities and duties to other Company employees including, without limitation, being available for and responding to questions about pending matters and projects as reasonably requested by the Company. (c) Notwithstanding the foregoing, the Company reserves the right at any time during the Transition Period to terminate your employment on written notice, provided such termination shall receive not occur prior to July 5, 2017 other than for Cause (as defined in your final wages for August 24, 2016 employment agreement). If the period ending Company terminates your employment prior to the Separation Date set forth on Schedule 1 attached hereto, the Applicable date the termination of your employment becomes effective will become the Separation Date. In the event the Company terminates your employment prior to the Separation Date set forth in Schedule 1 other than for “Cause” (as defined in your August 24, including any unused2016 employment agreement), accrued paid time offyou nonetheless shall remain eligible to receive the severance benefits described below in accordance with the terms of this Agreement. (d) Effective as of the date that you execute this Agreement, less all applicable withholdings and deductionsyou hereby resign from the position of Treasurer of the Company.

Separation of Employment. (a) Your employment with the Company will end on August 31, 2023 terminated today without “Cause” (the “Separation Date”) unless, in ). You acknowledge that from and after the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties have no authority to, and shall not, represent yourself as may an employee of the Company. (b) Regardless of whether you sign this Agreement, you will be reasonably requested by the Company including, but not limited to: entitled to (i) coordinating payment of your base salary earned for services rendered through the resolution and shutting down of clinical studiesSeparation Date, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue unpaid expense reimbursement owed to receive your base salary presently in effect you in accordance with the Company’s regular payroll practicespolicies, less all relevant taxes and other withholdings(iii) any amount earned, continue to vest accrued and arising from your participation in, or benefits accrued under, any Company employee benefit plan or policy, which amounts shall be payable in any options to purchase shares accordance with the terms and conditions of such employee benefit plans and policies (collectively, the “Accrued Obligations”). (c) In accordance with the terms of the Company’s Common Stock under the Company’s 2015 2020 Equity Incentive Plan Plan, as amended (the “Plan”), and continue to participate in your option award agreement(s), all employee benefit plans stock options held by you that remain unvested as of the Company in which you are currently participating (subject Separation Date will cease to vest and will be forfeited on the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or provided, that if you timely enter into the Consulting Agreement (ii) should defined in Section 3), vesting will continue as provided in Section 3 while you are engaged to provide services under the Company terminate your employment for “Cause” (as defined below) before the Applicable Consulting Agreement. The Separation DateDate or, then the Company may accelerate your final day of employment at the Company to if applicable, the date of either termination of your notice of resignation or services under the date Consulting Agreement, is hereinafter referred to as the “Option Vesting End Date”. You will have time to exercise your vested options following the Option Vesting End Date to the extent permitted under the terms of the Cause event, Plan and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsoption award agreement.

Separation of Employment. Your employment with the Company (a) It is anticipated that you will end incur a “separation from service” (under Treasury Regulation Section 1.409A-1(h)) on August December 31, 2023 (the “Separation Date”) unless, in the Company’s discretion, your final day 2010. As of employment is extended beyond August December 31, 2023 (the “Alternative Separation Date”) (each as applicable2010, the “Applicable Separation Date”). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which agree that you will continue to be employed by the Company “at-will.” During the Transition Periodautomatically, you will perform such transition duties without further action, cease serving as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all an employee benefit plans or officer of the Company in which you are currently participating (subject to the terms and conditions or any of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause eventits subsidiaries, and you will be entitled to any Severance Payments under Paragraph 16 and 17 of your Employment Agreement, as well a pro-rata payment in lieu of STIC for the Company’s 2011 fiscal year). It is agreed that the payments provided for under Paragraphs 16 and 17 of your Employment Agreement satisfy the exception for Code Section 409A for separation pay due to involuntary termination within the meaning of Sec. 1.409A(b)(9)(iii) of the Treasury Regulations, and that notwithstanding Paragraphs 16 and 17, such amounts shall be payable upon the date of your separation from service (December 31, 2010). The payments described in the preceding sentence are contingent upon you, on December 31, 2010, executing a Separation and Release Agreement substantially similar to the sample Separation and Release Agreement attached hereto as Exhibit A. (b) It is anticipated that you will execute a Consulting Agreement, as described in Section 4 below, on December 31, 2010. (c) Each amount to be paid or provided to you pursuant to this Agreement, your Employment Agreement, or the Consulting Agreement described in Section 4 below shall be construed as a separate payment for purposes of Code Section 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to you under this Agreement, your Employment Agreement, or the Consulting Agreement shall be paid to you on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not affect amounts reimbursable or provided in any subsequent year, and any right to reimbursement (and in-kind benefits provided to you) under your Employment Agreement, or the Consulting Agreement shall not be entitled to, and the Company shall have no obligation subject to provide, any further pay and benefits during the Transition Period described herein liquidation or the Separation Benefits provided exchange for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsanother benefit.

Separation of Employment. Your employment with At separation of employment, you shall be paid the Company will end on August 31portion of your Base Salary through your last day worked, 2023 (and no compensation shall be due and owing, unless the “Separation Date”) unless, in the Company’s discretion, your final day conditions of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”)Section 8 hereof or this Section 10 have been met. In the event the Company extends your final day Effective upon conclusion of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Periodeither a SPAC or IPO, you will perform such transition duties be further entitled to the following severance provided you are not terminated for “Cause” or you terminate for “Good Reason”, as may be reasonably requested by the Company includingthose terms are defined in this Agreement: a) Six (6) months of your then Base Salary, but not limited to: payable in lump sum (inet of applicable withholdings) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practicespractices of the Company and this Agreement; b) Your bonus(es) shall be: i. Payable in full as earned, less all relevant taxes if you were employed on the last day of the period from which the amount of bonus was to be determined (for example, a calendar year), regardless of whether such bonus(es) would otherwise be payable following your termination date under Section 7 hereof; and ii. Payable on a pro-rated basis based on the number of days worked, if you were not employed on the last day of the period from which the amount of bonus was to be determined, but were employed for over one half of that period and other withholdingswere on target to meet the trigger for bonus entitlement as of the date of your termination, continue regardless if the bonus threshold for the applicable period is later not fully met after your termination; and c) You hereby agree to vest in any options to purchase shares provide six (6) months of transition support at your existing rate of pay at the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan written request (the a “PlanRequest”), with duties, adjusted reporting lines and continue to participate hours normally and reasonably consistent with transitioning the duties of a Chief Financial Officer, and in all employee benefit plans consideration therefor, following the completion of such service (or earlier death or long-term disability during such period), the nonqualified stock options of the Company in which set forth below shall vest as of the completion of such six month period and be exercisable for 90 days following such completion date but not later than the expiration date of such stock option (or you shall receive an equivalent cash value if and to the extent there are currently participating not sufficient outstanding unvested stock options under such awards as of the completion date), subject to any tax withholding requirements under applicable law: 07/29/2020 6/15/2020 7/28/2030 29,360 (1) $ 3.30 07/29/2020 12/23/2020 7/28/2030 29,360 (1) $ 3.30 (1) Represents 1/8th of the shares subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion)stock option award. You acknowledge and agree may resign at will during the 6-month period to pursue other opportunities but will forfeit the rights to vesting of the non-qualified stock options by that (i) should resignation. The Company agrees to terminate you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment only for “Cause” (during the six-month period, as that term is defined belowin this Agreement, as amended. Upon delivery of any Request, the obligations under Section 10(a) before hereunder shall accelerate and become immediately due and payable to Executive per their terms. Nothing in this subsection limits any of Executive’s rights or obligations provided elsewhere in the Applicable Separation Date, then Agreement. Payments and benefits pursuant to this Section 10 shall be subject to your execution of a customary mutual release of claims covering the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsits affiliates.

Separation of Employment. Your employment with Employee has previously advised the Company will end of his intent to retire as the Company’s President and Chief Executive Officer, effective at 11:59 PM ET on August December 31, 2023 (the “Separation Date”) unless, in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Termination Date”). In The Company has agreed to provide Employee with the event severance benefits set forth in Section 3 herein based on his long service to the Company extends your final day and his agreement to abide by the terms of this Agreement. Employee acknowledges that payment of any amounts to, or on behalf of, Employee under this Agreement does not in any way extend Employee’s employment beyond August the Termination Date or confer any rights or benefits other than those set forth expressly herein. Regardless of whether Employee enters into this Agreement: a. The Company will pay Employee all accrued wages earned through December 31, 2023, plus accrued paid time off that remains unused through and including the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Termination Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Periodless applicable withholdings, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices. b. If not already paid prior to the Termination Date, less all relevant taxes the Company will pay Employee a cash bonus for his 2023 services (the “2023 Bonus”), payable at the same time as the Company’s other executive officers receive their cash bonus for 2023 services, but no later than January 30, 2024, and other withholdings, continue to vest in any options to purchase shares based on the bonus target previously established for Employee by the Compensation Committee of the Company’s Common Stock Board of Directors (the “Board”). c. Provided Employee is already enrolled in Company healthcare insurance benefits coverage as of the Termination Date, Employee shall continue to receive such coverage through the Termination Date. If Employee wishes to continue healthcare insurance benefits coverage beyond the Termination Date, Employee must timely elect such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); thereafter, Employee shall be eligible to receive the benefit of the COBRA Reimbursement (as defined in Section 3(b) herein) subject to the conditions provided for in Section 3(b) herein. Any other benefits, including any equity grants, will be governed by the applicable benefit plan documents. Except as expressly provided in the applicable benefit plan documents, the Plans (as defined in Section 2 herein), or in this Agreement, Employee will receive no additional compensation, bonus, severance, commissions, equity, or other benefits (including, but not limited to, under the Company’s 2015 Equity Incentive Executive Severance and Change-in-Control Plan (the “Severance Plan”), and continue to participate in all employee benefit plans ) after the Termination Date other than compensation for services as a non-executive member of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” Board (as defined below) before determined by the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsBoard).

Separation of Employment. Your We have mutually agreed that your service as the Chief Financial Officer of the Company will end on January 18, 2013 and your employment with the Company will end on August effective March 31, 2023 2013. In return for your agreement to the terms set forth herein, the execution of a release of claims against the Released Parties (defined below) in a form satisfactory to the Company upon the last day of your employment and the expiration of any revocation period contained therein, the absence of any breach of this Agreement prior to your last day of your employment, and the absence of any conduct on your part that would constitute “Separation Date”Cause” as identified in 10(f)(ii)(A) unlessand (B) of the Employment Agreement prior to your last day of employment, you will receive (a) a separation payment equal to 75% of your current Base Compensation (in lieu of the Severance Payment defined in the Company’s discretionEmployment Agreement), (b) the costs of continuing health insurance coverage under COBRA through December 31, 2013 (in lieu of the period of time prescribed in the Employment Agreement) should you elect COBRA coverage, provided that the Company shall pay any such health insurance amounts to the applicable provider and the Company shall not reimburse you for any income taxes you may owe on account of such coverage and (c) other benefits otherwise due to you under the Employment Agreement including, without limitation, the Post-Employment Annual Bonus (as defined in the Employment Agreement), Accelerated Vesting (as defined in the Employment Agreement) and all accrued benefits through the end of your final day employment. You understand that, pursuant to Section 409A of the Internal Revenue Code, as amended, and Section 18(b) of your Employment Agreement, the separation payment (or a portion thereof) may be paid to you in a lump sum on the date that is six months from the effective date of your termination of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”). In the event the Company extends your final day and that you are responsible for any tax consequences of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of payments made to you under this Agreement. The period from the date foregoing sum shall be offset by any amounts you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by may owe the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, time any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsseparation payment is made.

Separation of Employment. Your employment A. Executive hereby resigns as an officer, manager or similar functionary of Camden, and as a member of any committee relating to Camden, including but not limited to the committee of the Key Employee Share Option Plan of CPT and committee contemplated by the master exchange agreements and CPT's rabbi trust (the "Rabbi Trust"), in each case effective as of May 9, 2013. B. Executive shall resign as an employee of Camden and all related entities, effective on or before July 1, 2013 (the effective date of such resignation, the "Termination Date"). The time period between the Effective Date of this Agreement (as defined in Section IV.M below) and the Termination Date shall be defined as the "Post-Resignation Transition Period." During the Post-Resignation Transition Period, Executive agrees to assist, at the discretion and request of CPT, with the Company will end transition of his duties to his successor. Executive agrees that, at any time prior to expiration of the Post-Resignation Transition Period, CPT shall be entitled to decline to use Executive's services, to assign Executive to work from home or to relieve Executive of his obligations and duties as an employee of CPT, CDI, and all related entities, provided it complies with its obligations to Executive as set out in Section II below. C. On the Termination Date, Executive shall sign and deliver to CPT the Supplemental Release. Should Executive fail to sign and deliver the Supplemental Release on August 31the Termination Date, 2023 (he shall be in material breach of this Agreement and shall not be entitled to any of the “Separation Date”) unlesspayments, benefits and consideration referenced in the Company’s discretionthis Agreement, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicableincluding without limitation, the “Applicable Separation Date”Payment (as defined in Section II.A below). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes a breach of this Agreement. The period Section I.C, Executive further agrees that CPT shall be entitled to an order of specific performance from a court of competent jurisdiction requiring Executive party to sign and deliver the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is referred Supplemental Release to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution Camden and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject Executive hereby consents to the terms and conditions entry of such plansan order. In the event Executive revokes the Supplemental Release, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will he shall not be entitled toto any of the payments, benefits and the Company shall have no obligation to provideconsideration referenced in this Agreement, any further pay and benefits during the Transition Period described herein or including without limitation, the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure Payment. D. Camden and Executive agree to comply with waive any Company policy, rule, or directive. From and after termination notice requirements under the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsEmployment Agreement.

Separation of Employment. Your (a) The Executive hereby confirms that he (i) voluntarily resigned from his position as Chief Financial Officer for the Company and its affiliates as of the end of day, Sunday, April 18, 2021, and (ii) voluntarily resigned from his employment with the Company will end on August 31Company, 2023 (effective as of the “Separation Date”) unless, without “Good Reason” (as such term is defined in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”Employment Agreement). In the event the Company extends your final day Regardless of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive whether this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”becomes effective, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of Executive will receive any reverse merger opportunities identified by the Company. You will also continue to receive your accrued but unpaid base salary presently in effect through the Separation Date and payment for any accrued but unused vacation days for 2021 through the Separation Date in accordance with the Company’s regular payroll practiceswritten vacation policy; (ii) to the extent the Executive is currently enrolled, less all relevant taxes his group health insurance will remain in effect until April 30, 2021, and other withholdingsthereafter the Executive may elect to continue such insurance at his expense as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, continue as amended (“COBRA”), and/or applicable state law and/or the Executive may elect to vest in convert such policies to individual policies at his expense to the extent provided under such policies or applicable law; (iii) the Executive will receive any options to purchase shares of the Company’s Common Stock vested benefits under the Company’s 2015 Equity Incentive Plan 401(k) retirement savings plan in accordance with the terms of the plan; and (iv) the Company will reimburse any business expenses reasonably incurred by him through the Separation Date in accordance with Company policy, provided that the Executive must submit any requests for reimbursements within 30 days after the Separation Date ((i) through (iv) collectively, the “Accrued Amounts”). Except for the Accrued Amounts, the Executive acknowledges and agrees that, but for his execution (and non-revocation) of this Agreement, he is owed no further compensation or benefits (whether accrued as of the date hereof or expected to accrue in the future), including any payments with respect to any short-term or long-term incentive plans or programs, related to his employment with the Company and that the Company has properly paid or provided to the Executive all past wages and benefits. The Company acknowledges and agrees that it continues to be subject to, and will abide by, the terms of Section 15 of the Employment Agreement entitled “Indemnification” (which provision is incorporated herein by reference). (b) By signing this Agreement, the Executive hereby resigns, effective as of the Separation Date, from all positions (including, without limitation, as a director, officer or other position) that the Executive holds with the Company and/or any of its affiliates and irrevocably appoints the officers of the Company as his attorneys-in-fact if needed to effectuate each such resignation. The Executive also hereby acknowledges and agrees that (i) he holds one Steel Partners Holdings L.P. limited partnership unit held in SPH SPV-I LLC (the “PlanUnit”), and continue (ii) the Executive hereby sells, assigns, transfers and delivers to participate in all employee benefit plans the Company or its designee, the Unit (without any additional payment to the Executive) and also irrevocably appoints the officers of the Company in which you are currently participating (as his attorneys-in- fact if needed to effectuate such sale, assignment, transfer and delivery. The Executive also hereby agrees to execute any documents necessary to effectuate such sale, assignment, transfer and delivery. The Executive hereby acknowledges and agrees that he has no further right, title or interest with respect to the Unit. The Executive hereby represents and warrants that he has not conveyed, transferred, assigned or otherwise alienated or encumbered the Unit, that he believes that the Unit is free and clear of all encumbrances and that he is not subject to or obligated under any contract, agreement, license, franchise or permit or any order, judgment or decree which would be breached or violated by the terms execution, delivery and conditions performance by him of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge obligations under Section 1(b) of this Agreement and agree that (i) should you provide a notice the consummation of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company transactions contemplated hereby with respect to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsUnit.

Separation of Employment. Your The Parties agree that Xxxx’x employment with the Company and Xxxx’x position as Executive Vice President and Chief Financial Officer will end on August 31terminate or has terminated by mutual agreement effective September 25, 2023 (the “Separation Date”) unless, in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Employment Separation Date”). In The Company will pay Xxxx his earned, unpaid base salary through the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Employment Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive this Agreement (the “Notification Date”) through the Applicable Separation Date is such earned, unpaid salary hereinafter referred to as the “Transition PeriodFinal Wages”) on the Company’s next regular payroll date after the Employment Separation Date. Xxxx acknowledges that, during which you will continue to be employed by except for the Final Wages, the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by has paid Xxxx all wages and other compensation to which Xxxx is entitled in connection with his employment with the Company and that, except as provided in this Agreement, Xxxx is not entitled to any additional compensation, including, but not limited to: (i) coordinating the resolution and shutting down of clinical studieswithout limitation, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciencessalary, Inc.; and (iv) assisting with the facilitationcommissions, managementwages, and exploration of any reverse merger opportunities identified by bonuses, or vacation pay from the Company. You will also continue Except for any applicable COBRA rights or as otherwise may be expressly provided in any applicable employee benefit plans, Xxxx’x eligibility to receive your base salary presently in effect in accordance participate in, and/or Xxxx’x receipt of, all employee benefits terminated as of the Employment Separation Date. Consistent with the Company’s regular payroll practicesexpense reimbursement policies, less all relevant taxes the Company will reimburse Xxxx for any unreimbursed business expenses that Xxxx reasonably has incurred in connection with his employment with the Company up to the Employment Separation Date provided that Xxxx submits such expenses together with such receipts and other withholdings, continue to vest in any options to purchase shares of documentation as required by the Company’s Common Stock under expense reimbursement policies within thirty (30) days after the Employment Separation Date. The Company’s 2015 Equity Incentive Plan (obligation to pay the “Plan”), Final Wages and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will unreimbursed business expenses is not be entitled tocontingent on Xxxx entering into this Agreement, and the Company shall have no obligation to provide, any further will pay Xxxx the Final Wages and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in unreimbursed business expenses regardless of whether Xxxx enters into this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsAgreement.

Separation of Employment. Your Xxxx acknowledges that his employment with the Company will end on August 31Mannatech ends effective June 30, 2023 2001 (the “"Separation Date”"), and that all benefits and perquisites related to Xxxx'x employment with Mannatech shall cease as of that date. Xxxx also resigns effective immediately from all positions (including any positions as Officer or Director) unlesswith any Mannatech subsidiary or affiliate companies. Xxxx agrees that during the Month of June 2001, in he shall use all accrued but unused vacation time and that Mannatech shall be under no obligation to pay Xxxx for any unused vacation time after the Company’s discretion, your final day Effective Date hereof. As of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each , Xxxx will have received from Mannatech all regular salary payments and benefits in accordance with Mannatech's regular salary payment schedule. Except as applicableotherwise required pursuant to this Agreement, the “Applicable Separation Date”)no further salary, bonus, benefits or payments shall be due from or paid by Mannatech to Xxxx, and Xxxx hereby waives and relinquishes all claims to further employment, compensation, benefits, stock, options, or other remuneration from Mannatech. In the event the Company extends your final day of employment beyond August 31Mannatech will pay items on Xxxx'x current expense report, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes including Xxxx'x CPA registration and training scheduled prior to execution of this Agreement. The period from Those items total approximately $544.00. On the date you receive this Agreement (the “Notification Separation Date”) through the Applicable Separation Date is referred to , Xxxx shall resign as the “Transition Period”Executive Vice President of International Finance and any other job or position held, during which you and acknowledges that his employment with Mannatech has terminated. Mannatech will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties include Xxxx as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution a named insured on its Director's and shutting down of clinical studies, including accounting Officer's insurance policy for a final disposition period of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to four years following the date of either your notice this Agreement. Mannatech will provide Xxxx with a copy of resignation or the date of the Cause eventeach policy renewal. Mannatech shall indemnify Xxxx for any and all expenses, liabilities, judgments, and you will costs, including reasonable attorneys' fees incurred as a result of any third party claim asserted against Xxxx based on any act or omission taken by Xxxx in the course and scope of his employment, or as an officer or director of Mannatech, provided that this indemnity agreement shall not be entitled toapply to any willful or intentional act by Xxxx. During 1996 and 1997, Mannatech made cash advances to Agritech Labs, Inc. and Agritech Technology, Ltd. (collectively, "Agritech"). The Agritech companies were owned by individual partners, of which Xxxx served as a shareholder and executive officer. Xxxx entered into a promissory note on or about June 30, 1997 and entered into renewals and/or extensions thereof on each of December 31, 1998 and January 19, 1999. On February 17, 1999, Mannatech entered into a new promissory note with Xxxx ("Note"). The Note bears interest at 6% per year, with the first payment due on 2/17/01 and the Company shall have no obligation remainder to providebe paid in annual installments through February 17, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below2004. “Cause” as used Nothing in this Separation Agreement means your breach and General Release shall operate to enlarge, modify, extend or other failure terminate the Note as contemplated hereby and Xxxx'x payment obligations thereunder shall continue to comply with any Company policy, rule, or directive. From remain in full force and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionseffect.

Separation of Employment. Your (a) The Executive hereby confirms that he (i) voluntarily resigned from his position as Chief Financial Officer for the Company and its affiliates as of the end of day, Sunday, April 18, 2021, and (ii) voluntarily resigned from his employment with the Company will end on August 31Company, 2023 (effective as of the “Separation Date”) unless, without “Good Reason” (as such term is defined in the Company’s discretion, your final day of employment is extended beyond August 31, 2023 (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation Date”Employment Agreement). In the event the Company extends your final day Regardless of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive whether this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”becomes effective, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited to: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of Executive will receive any reverse merger opportunities identified by the Company. You will also continue to receive your accrued but unpaid base salary presently in effect through the Separation Date and payment for any accrued but unused vacation days for 2021 through the Separation Date in accordance with the Company’s regular payroll practiceswritten vacation policy; (ii) to the extent the Executive is currently enrolled, less all relevant taxes his group health insurance will remain in effect until April 30, 2021, and other withholdingsthereafter the Executive may elect to continue such insurance at his expense as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, continue as amended (“COBRA”), and/or applicable state law and/or the Executive may elect to vest in convert such policies to individual policies at his expense to the extent provided under such policies or applicable law; (iii) the Executive will receive any options to purchase shares of the Company’s Common Stock vested benefits under the Company’s 2015 Equity Incentive Plan 401(k) retirement savings plan in accordance with the terms of the plan; and (iv) the Company will reimburse any business expenses reasonably incurred by him through the Separation Date in accordance with Company policy, provided that the Executive must submit any requests for reimbursements within 30 days after the Separation Date ((i) through (iv) collectively, the “Accrued Amounts”). Except for the Accrued Amounts, the Executive acknowledges and agrees that, but for his execution (and non-revocation) of this Agreement, he is owed no further compensation or benefits (whether accrued as of the date hereof or expected to accrue in the future), including any payments with respect to any short-term or long-term incentive plans or programs, related to his employment with the Company and that the Company has properly paid or provided to the Executive all past wages and benefits. The Company acknowledges and agrees that it continues to be subject to, and will abide by, the terms of Section 15 of the Employment Agreement entitled “Indemnification” (which provision is incorporated herein by reference). (b) By signing this Agreement, the Executive hereby resigns, effective as of the Separation Date, from all positions (including, without limitation, as a director, officer or other position) that the Executive holds with the Company and/or any of its affiliates and irrevocably appoints the officers of the Company as his attorneys-in-fact if needed to effectuate each such resignation. The Executive also hereby acknowledges and agrees that (i) he holds one Steel Partners Holdings L.P. limited partnership unit held in SPH SPV-I LLC (the “PlanUnit”), and continue (ii) the Executive hereby sells, assigns, transfers and delivers to participate in all employee benefit plans the Company or its designee, the Unit (without any additional payment to the Executive) and also irrevocably appoints the officers of the Company in which you are currently participating (as his attorneys-in-fact if needed to effectuate such sale, assignment, transfer and delivery. The Executive also hereby agrees to execute any documents necessary to effectuate such sale, assignment, transfer and delivery. The Executive hereby acknowledges and agrees that he has no further right, title or interest with respect to the Unit. The Executive hereby represents and warrants that he has not conveyed, transferred, assigned or otherwise alienated or encumbered the Unit, that he believes that the Unit is free and clear of all encumbrances and that he is not subject to or obligated under any contract, agreement, license, franchise or permit or any order, judgment or decree which would be breached or violated by the terms execution, delivery and conditions performance by him of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge obligations under Section 1(b) of this Agreement and agree that (i) should you provide a notice the consummation of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company transactions contemplated hereby with respect to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsUnit.

Separation of Employment. Your employment with Except as set forth in this section, a vested Option may only be exercised while the Optionee is an employee of the Company will end on August 31, 2023 or one of its subsidiaries (the “Separation DateEmployer”). If an Optionee’s employment is terminated, the Optionee or his or her legal representative shall have the right to exercise the Option after such termination as follows: (a) unlessIf the Optionee dies while employed by the Employer, in a prorated number of Options shall immediately vest, based on a number of full months the Optionee was employed during the term of this Award Agreement, and may be exercised during the period ending four years after the Optionee’s death. The recipient named on the beneficiary form, as designated by the Company, may exercise such rights. If no valid beneficiary form exists, then the person to whom the Optionee’s discretionrights have passed by will or the laws of descent and distribution may exercise such rights. In no event may the Option be exercised more than 10 years from the date of grant. If the Option was granted less than one month prior to death, your final day such Option shall be forfeited as of employment the date of death. (b) If the Optionee is extended beyond August 31separated due to his or her disability, 2023 as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Alternative Separation Date”) (each as applicable, the “Applicable Separation DateCode”), and the Optionee provides Nordstrom Compensation department, or any successor department, with reasonable documentation of the Optionee’s disability, a prorated number of Options shall immediately vest as of the date of such separation, based on a number of full months the Optionee was employed during the term of this Award Agreement, and may be exercised during the period ending four years after separation. In no event may the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period Option be exercised more than 10 years from the date you receive of grant. If the Option was granted less than one month prior to separation due to the Optionee’s disability, such Option shall be forfeited as of the date of separation. (c) Notwithstanding subparagraphs (a) and (b) of this Agreement (section, the “Notification Date”) through Optionee shall immediately forfeit any unvested and vested Options represented by this Award and any shares of Common Stock or proceeds from the Applicable Separation Date is referred to as sale of such shares of Common Stock, and the “Transition Period”post-separation vesting and exercise rights of the Option set forth above shall cease immediately, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as may be reasonably requested by the Company including, but not limited toif: (i) coordinating the resolution and shutting down of clinical studies, including accounting for a final disposition of accruals; (ii) providing management support and oversight of ongoing intellectual property activities; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.; and (iv) assisting with the facilitation, management, and exploration of any reverse merger opportunities identified he or she is terminated by the Company. You will also continue to receive your base salary presently in effect in accordance with the Company’s regular payroll practicesCompany or any of its subsidiaries for: embezzlement, less all relevant taxes and other withholdingstheft of funds, continue to vest in fraud, violation of rules, regulations or policies, or any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended intentional harmful act or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Dateacts; or (ii) should he or she at any time during the term of this Award directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director or in any other capacity, with respect to the Company terminate your employment or any of its subsidiaries, engages or assists any third party in engaging in any competitive business, divulges any confidential or proprietary information to a third party who is not authorized to receive the confidential or proprietary information, or improperly uses any confidential or proprietary information. (d) If the Optionee is separated for “Cause” any reason other than those set forth in subparagraphs (a), (b) and (c) above, the Optionee (or Optionee’s beneficiary) may exercise his or her Option, to the extent vested as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation his or her separation, within 100 days after separation. In no event may the Option be exercised more than 10 years from the date of the Cause event, and you grant. Any unvested options will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” forfeited as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionsdate of separation.

Separation of Employment. Your (a) Executive shall resign her employment as General Counsel with the Company upon the Company’s hire of and successful transition to, a new General Counsel; provided, however, that Executive’s retirement shall be no later than December 31, 2016 (the “Retirement Date”). Executive’s Base Salary (as defined in the Employment Agreement) through the Retirement Date shall be at the same rate as her Base Salary on the date hereof; provided, however, that Executive shall be eligible for an increase to her Base Salary, as determined and approved by the Board in its discretion, effective March 1, 2016. Executive understands and agrees that she is not eligible to receive a performance-based equity grant in 2016. Executive’s salary and benefits shall end on the Retirement Date, as does any entitlement she might have under any Company-provided benefit program, except as required by federal or state law or as otherwise described below. (b) Until the Retirement Date, Executive agrees her employment with the Company shall be at-will, and she will end on August 31use her best efforts to discharge her duties and responsibilities in such capacity and to act subject to the direction of the Company’s Board of Directors. Executive specifically acknowledges that such duties shall include assisting in the transition of her duties and responsibilities as directed. (c) If the Company terminates Executive’s employment without “cause” (as defined in the Employment Agreement) prior to the Retirement Date, 2023 then provided Executive signs a Confidential Settlement Agreement and Release of All Claims, Executive shall receive the following: (i) a lump sum payment of her Base Salary (less applicable taxes and withholdings) from the date her employment with the Company ends (“Separation Termination Date”) unlessand the Retirement Date; (ii) a lump sum (less applicable taxes and withholdings) constituting payment for the 2016 annual incentive bonus at Target; provided, however, that if the Termination Date occurs before Executive receives payment for the 2015 annual incentive bonus, Executive shall also receive a lump sum (less applicable taxes and withholdings) constituting payment for the 2015 annual incentive bonus at Target and (iii) the RSU Award will vest as set forth herein. If the Company terminates Executive’s employment with “cause” (as defined in the Company’s discretionEmployment Agreement) prior to the Retirement Date, your final day of or Executive resigns employment is extended beyond August 31for any reason prior to the Retirement Date, 2023 then she shall only be entitled to receive the payments in paragraph 1(d) below. (the “Alternative Separation Date”d) (each as applicable, the “Applicable Separation Date”). In the event the Company extends your final day of employment beyond August 31, 2023, the Alternative Separation Date will operate as your Applicable Separation Date for the purposes of this Agreement. The period from the date you receive Nothing in this Agreement (the “Notification Date”) through the Applicable Separation Date is referred to as the “Transition Period”, during which you will continue to be employed by the Company “at-will.” During the Transition Period, you will perform such transition duties as adversely affects any right Executive may be reasonably requested by the Company including, but not limited have to: (i) coordinating base wages earned by Executive through the resolution Retirement Date or Termination Date, whichever comes first, and shutting down Executive shall be paid all such wages regardless of clinical studies, including accounting for a final disposition of accrualswhether Executive signs this Agreement; (ii) providing management support and oversight of ongoing intellectual property activitiesearned, unused vacation, which will be paid provided in accordance with Company policy; (iii) coordinating and supporting licensing and sublicensing arrangements with Baylor BioSciences, Inc.reimbursement for approved business expenses incurred by Executive through the Retirement Date for which Executive has not been reimbursed; and (iv) assisting with continued participation in the facilitationCompany’s medical, managementdental, life insurance, retirement, and exploration benefit, and that Executive shall receive any and all benefits due to Executive upon termination of any reverse merger opportunities identified by the Company. You will also continue to receive your base salary presently in effect employment in accordance with the terms of such plans and Company’s regular payroll practices, less all relevant taxes and other withholdings, continue to vest in any options to purchase shares of the Company’s Common Stock under the Company’s 2015 Equity Incentive Plan (the “Plan”), and continue to participate in all employee benefit plans of the Company in which you are currently participating (subject to the terms and conditions of such plans, which may be modified, amended or terminated in the Company’s sole discretion). You acknowledge and agree that (i) should you provide a notice of resignation or otherwise resign your employment before the Applicable Separation Date; or (ii) should the Company terminate your employment for “Cause” (as defined below) before the Applicable Separation Date, then the Company may accelerate your final day of employment at the Company to the date of either your notice of resignation or the date of the Cause event, and you will not be entitled to, and the Company shall have no obligation to provide, any further pay and benefits during the Transition Period described herein or the Separation Benefits provided for in Section 2 below. “Cause” as used in this Agreement means your breach or other failure to comply with any Company policy, rule, or directive. From and after the Applicable Separation Date, you shall not represent yourself as an employee or agent of the Company. You shall receive your final wages for the period ending on the Applicable Separation Date, including any unused, accrued paid time off, less all applicable withholdings and deductionspolicies.