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

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign his employment at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Paragraph 7 (“Conditions to Receipt of Severance, COBRA Premiums, Special Cash Payments and provided that Executive remains in Accelerated Vesting”) and Executive’s continued compliance with the terms of this Agreement (including the Confidentiality Agreement), the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, the equivalent of six (6) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 7) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash PaymentPayments”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within three thirty (330) months days prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this AgreementControl, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months Special Cash Payments), vesting of Executive’s base salary in effect as Option shall be accelerated such that 100% of the date of Executive’s employment termination, shares subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance Option shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 abovedeemed immediately vested, and upon the occurrence of such Change in Controlexercisable, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, last day of employment (the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award“Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a single lump sum on or about the Company’s first regular payroll schedule over date following the nine-month period following 60th day after Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign his employment at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case (1) prior to the sixty (60)-day period prior to the closing of a Change of Control or more than twelve (12) months following the closing of a Change of Control, or (2) after the date that is twelve (12) months after the date that Xxxx Xxxxx commenced employment as the Company’s new Chief Executive Officer (which was April 16, 2018), then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to (a) The Company shall pay Executive, as severance, the equivalent of nine (9) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be withholdings, paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 7) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the time that the Company otherwise would have paid the COBRA Premium PeriodPremiums under this paragraph, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings ) (such amount, the “Special Cash PaymentPayments”), for which payments shall be made on the remainder last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiumsninth (9th) calendar month following Executive’s Separation from Service date. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within three sixty (360) months days prior to or eighteen twelve (1812) months following the closing of a Change of Control, then in Control addition to any cash severance and COBRA Premiums (or Special Cash Payments) owed, the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including but not limited to the Stock Awards, such that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as defined in of Executive’s last day of employment (the 2021 Equity Incentive Plan“Accelerated Vesting”). (iv) In the event Executive’s employment with the Company is terminated by the Company without Cause (other than as a result of Executive’s death or disability), provided such transaction constitutes a change or Executive resigns his employment for Good Reason, in either case within twelve (12) months after the ownership or effective control of the Company or a change in the ownership of a substantial portion of date that Xxxx Xxxxx commenced employment as the Company’s assets within the meaning of Section 409A of the Codenew Chief Executive Officer, then provided such termination constitutes a Separation from Service, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following as severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12a) The Company shall pay Executive, as severance, the equivalent of fifteen (15) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be withholdings, paid in a single lump sum within sixty on the sixtieth (6060th) days day following Executive’s termination of employment; providedSeparation from Service, however, that if provided the 60-day period begins Separation Agreement (as discussed in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this sectionParagraph 7) has become effective. 5.2.3.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s the COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) Premiums through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) twelve fifteen (1215) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease ceases to be eligible for COBRA during the time that the Company otherwise would have paid the COBRA Premium PeriodPremiums under this paragraph, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, Executive the Special Cash Payment Payments, which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the fifteenth (15th) calendar month following Executive’s Separation from Service date. (c) The Company shall provide Executive with the Accelerated Vesting, but solely as to any equity held by Executive prior to April 1, 2018 and excluding, for the remainder avoidance of doubt, the New Option and the Make-Up Option (if granted); provided, however, that if such employment termination under this Section 6.2(iv) is a termination by the Company without Cause or a resignation by Executive without Good Reason, then the Company shall also accelerate the vesting of the CIC COBRA Premium Period. Executive may, but is not obligated to, use New Option and the Make- Up Option (if granted) such Special Cash Payments toward the cost that an additional twenty-five percent (25%) of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, such option(s) shall be deemed immediately vested and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s termination date orlast day of employment. (v) For the avoidance of doubt, if later, the date of such Change in Control, the vesting under no circumstance will Executive be entitled to severance benefits under both Section 6.2(ii) and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any6.2(iv) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardherein.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign his employment at any time for Good Reason (as defined below)Reason. 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, the equivalent of six (6) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 9) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”Period “) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash PaymentPayments”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within three thirty (330) months days prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this AgreementControl, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”Special Cash Payments). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay accelerate the vesting of all outstanding unvested equity awards granted to Executive’s COBRA premiums , including but not limited to continue Executive’s coverage the Option, such that one hundred percent (including coverage for eligible dependents, 100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, last day of employment (the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award“Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: 5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine (9) months the form of continuation of Executive’s base salary in effect as of Base Salary for six (6) months after the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Separation from Service. The Severance These salary continuation payments will be paid in equal installments on the Company’s regular payroll schedule schedule, subject to standard deductions and withholdings, over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period Separation from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employmentService; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the Special Cash Payment for first day of each calendar month remaining in the remainder of the CIC COBRA Premium Period. , a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign his employment at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Paragraph 7 (“Conditions to Receipt of Severance, COBRA Premiums, Special Cash Payments and provided that Executive remains in Accelerated Vesting”) and Executive’s continued compliance with the terms of this Agreement (including the Confidentiality Agreement), the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) months The Company shall pay Executive, as severance, the equivalent of one (1) year of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 7) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the date upon which Executive obtains other employment or (y) the last day of the twelfth (12th) calendar month following Executive’s Separation from Service date (the “Special Cash PaymentPayments”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within three thirty (330) months days prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this AgreementControl, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”Special Cash Payments). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay accelerate the vesting of all outstanding unvested equity awards granted to Executive’s COBRA premiums , including but not limited to continue Executive’s coverage the Option, such that one hundred percent (including coverage for eligible dependents, 100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if laterlast day of employment (the “Change of Control Accelerated Vesting”). (iv) If Executive’s employment with the Company terminates as a result of Executive’s death or disability, the date Company shall accelerate the vesting of such fifty percent (50%) of the outstanding then-unvested equity awards granted to Executive, including but not limited to the Option, as of Executive’s last day of employment (the “Unforeseen Events Accelerated Vesting,” and either the Change in Controlof Control Accelerated Vesting or the Unforeseen Events Acceleration, the vesting “Accelerated Vesting”), it being acknowledged and exercisability of all outstanding equity awards held by agreed that, other than the Unforeseen Events Accelerated Vesting, Executive immediately prior shall not be entitled to the termination date any Severance, COBRA Premiums (or Special Cash Payments) if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardemployment with the Company terminates as a result of Executive’s death or disability.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign his employment at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, the equivalent of six (6) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 7) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”Period “) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash PaymentPayments”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within three thirty (330) months days prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this AgreementControl, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”Special Cash Payments). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay accelerate the vesting of all outstanding unvested equity awards granted to Executive’s COBRA premiums , including but not limited to continue Executive’s coverage the Stock Awards, such that one hundred percent (including coverage for eligible dependents, 100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, last day of employment (the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award“Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign her employment at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns her employment for Good Reason, in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, the equivalent of six (6) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 7) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”Period “) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash PaymentPayments”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns her employment for Good Reason, in either case within three thirty (330) months days prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this AgreementControl, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”Special Cash Payments). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay accelerate the vesting of all outstanding unvested equity awards granted to Executive’s COBRA premiums , including but not limited to continue Executive’s coverage the Stock Awards, such that one hundred percent (including coverage for eligible dependents, 100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, last day of employment (the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award“Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a single lump sum on or about the Company’s first regular payroll schedule over date following the nine-month period following 60th day after Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes becomes 3. eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this AgreementAgreement and satisfies the requirements set forth in Section 4, the Company then Executive shall provide Executive with receive the following severance benefits: 5.2.2.1. (a) All unpaid salary and unpaid vacation accrued through the separation date. (b) Bonus and other compensation payable hereunder and earned through the effective date of termination or resignation, if any. (c) Any payments/benefits to which the Executive is entitled under the express terms of any applicable Company employee benefit plan. (d) Any unreimbursed valid business expenses for which the Executive has submitted properly documented reimbursement requests. (e) Severance (the “Severance”) in an amount equal to the sum of the following: (1) Thirty-nine weeks of Base Salary as in effect immediately prior to the separation date; and (92) months An amount equal to the product of (A) thirty-nine, multiplied by (B) Executive’s base salary Base Salary as in effect as of immediately prior to the separation date of divided by fifty-two, multiplied by (C) Executive’s employment termination, annual bonus percentage target as in effect immediately prior to the separation date. The Severance shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid withholdings, and payable in equal installments a lump-sum on the Company’s regular payroll schedule over the nine-month period 60th day following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. Provided (f) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s and his covered dependents’ health insurance coverage (including coverage in effect for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending himself on the earliest termination date for thirty-nine weeks, with such payments to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) cease in the date event Executive becomes eligible for group health insurance coverage through a in connection with new employer; employment or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf would result in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the payment period, a fully taxable cash payment equal to the applicable COBRA premiums premium for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholding, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost to be made without regard to Executive’s payment of COBRA premiums. 5.2.2.3(g) The vesting of all of Executive’s equity interests in the Company shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Executive’s last day of employment. (h) The exercise period for all of Executive’s equity interests in the Company shall, to the extent permitted under the Amended and Restated 2011 Equity Incentive Plan or other applicable plan document, be extended so that such period terminates upon the later of either (1) three years following the Executive’s last day of employment, or (2) the exercise period set forth under the Amended and Restated 2011 Equity Incentive Plan, other applicable plan document or applicable option agreement or restricted stock agreement. The Company will pay Executive a Target Annual Bonus for the calendar year in which This paragraph (h) shall operate as an amendment of any applicable option or option agreement. (iii) If Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, Cause or Executive resigns resignation for Good Reason, in either case within three (3) months as of, immediately prior to or eighteen (18) any time within twelve months following the closing of a Change in Control Corporate Transaction (as defined in the 2021 Equity Incentive Planand provided such termination or resignation constitutes a Separation from Service), provided such transaction constitutes a change then in addition to the ownership or effective control of the Company or a change benefits set forth in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code3.2(ii)(a)(b)(c)(d)(g)(h), and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described set forth in Section 5.2.2 above3.2(ii)(e) and (f), the Company (or its successor) Executive shall provide Executive with receive the following severance payments and benefits: 5.2.3.1. (a) Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as the sum of the date of Executive’s employment termination, following (shall be subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 abovewithholdings, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum on the 60th day following Executive’s Separation from Service): (1) Fifty-two weeks of Base Salary as in accordance with this sectioneffect immediately prior to the separation date; and (2) The product of (A) fifty-two, multiplied by (B) Executive’s Base Salary as in effect immediately prior to the separation date divided by fifty-two, multiplied by (C) Executive’s annual bonus percentage target as in effect immediately prior to the separation date. 5.2.3.2. Provided (b) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s coverage (including coverage for eligible and his covered dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group ’ health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible in effect for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable himself on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) for twelve months, subject to time-based vesting requirements, shall be accelerated in full the terms and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as conditions set forth in Executive’s equity award agreement governing such awardSection 3.2(ii)(f).

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9Subject to the further provisions of this Section 5(d) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonand Section 6, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA if during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive Term and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in ControlCompany terminates Executive’s employment without Cause or Executive resigns for Good Reason, the remainder of Company will pay Executive on the CIC Severance shall be payable 60th day following the Termination Date, in addition to the Accrued Obligations, a lump-sum cash payment equal to the following (the “Severance Amount”): ◦ One times the amount of Executive’s then-current annual rate of Base Salary (based on the rate in effect immediately prior to the Termination Date); and ◦ The cost of 12 months of COBRA coverage for Executive and his dependents (based on the COBRA rates in effect on the Termination Date). In addition, by no later than March 15th of the year following the year in which the Termination Date occurs, Executive shall receive a pro rata portion of the Annual Bonus (the “Pro Rata Bonus”) for the year of Xxxx X. Xxxxxx Executive Chairman Agreement termination calculated on the basis of the Company’s actual performance for such year and prorated based on the numbers of days elapsed in such year through the Termination Date. (ii) Subject to the further provisions of this Section 5(d) and Section 6, in the event of Executive’s termination by the Company without Cause or in the event of Executive’s resignation for Good Reason, the portion of then outstanding Options that would have vested had Executive remained continuously employed by the Company through the end of the one-year period following the Termination Date, shall fully vest immediately as of the Termination Date (the “Additional Equity Vesting”). Any then vested Options (including Options that vested in accordance with this sectionparagraph) held by Executive shall remain exercisable for a period of one year following the Termination Date (but not beyond the original term of the Options) (“Extended Exercisability”). 5.2.3.2(iii) The Company’s obligation to pay Executive the Severance Amount and the Pro Rata Bonus and to provide the Additional Equity Vesting and the Extended Exercisability are each expressly conditioned upon Executive’s execution and timely delivery to the Company of a valid and irrevocable release agreement in substantially the form of attached Schedule A by no later than 45 days following the Termination Date. (iv) As used in this Section 5(d), “Good Reason” means any of the following acts or omissions by the Company occurring without Executive’s prior written consent: (A) any action by the Board which results in Executive ceasing to be the senior-most executive officer of the Company or any other material adverse change in Executive’s title, duties or reporting responsibilities; (B) the assignment to Executive of duties materially inconsistent with Executive’s position as the senior-most executive officer of the Company or the failure of the Company to nominate Executive to the Board; (C) a reduction in Executive’s rate of Base Salary or target Annual Bonus opportunity or the failure by the Company (other than by reason of bankruptcy, insolvency or receivership) to pay Executive’s Base Salary or any earned Annual Bonus or, subject to Section 4(e), to make the Option grant contemplated by this Agreement; (D) the requirement by the Board that Executive move his principal place of employment more than 50 miles from the location of his principal place of employment on the Effective Date; or (E) any material breach by the Company of this Agreement. Provided Executive timely elects continued coverage under COBRANotwithstanding the above, an act or omission by the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through not constitute an event of Good Reason unless Executive gives the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months Company written notice within 60 days following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; first knows, or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonreasonably should have known, including plan termination. In of the event Executive becomes covered under another employer’s group health plan or otherwise cease constituting Good Reason of his intention to be eligible resign for COBRA during Good Reason if such Good Reason event is not cured by the COBRA Premium PeriodCompany, Executive must immediately notify and the Company of does not cure such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law event (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay retroactively with respect to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up any monetary matter) to the termination date, and payable on reasonable satisfaction of Executive within 30 days following the date the first installment of the CIC Severance is payable hereunderCompany receives such written notice from Executive. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (a) The Company may terminate Executive’s employment with the Company remove Executive at any time without Cause (as defined below)in Section 2.7) from the position in which Executive is employed hereunder upon not less than thirty (30) days' prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. FurtherIn addition, Executive may resign at any time initiate termination of employment by resigning under this Section 2.1 for Good Reason (as defined belowin Section 2.7). Executive shall give the Company not less than 30 days' prior written notice of such resignation. 5.2.2. In (b) Upon any removal or resignation described in Section 2.1(a) above, Executive shall be entitled to receive the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefitsfollowing: 5.2.2.1. Severance in an amount (i) Executive shall receive a lump sum cash payment equal to nine six (96) months of Executive’s base salary 's monthly Base Salary at the rate in effect as of the date of immediately before Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s 's termination of employment, commencing within sixty . This lump-sum cash payment will increase by one (601) days following Executive’s termination of employment; provided, however, month for each six (6) months that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year Executive is employed by the last day of such 60-day periodCompany, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as Base Salary. Payment shall be made within thirty (30) days after the effective date of the termination. (ii) For a period of six (6) months following the date of termination, Executive shall continue to receive the medical coverage in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). This period of medical coverage will increase by one (1) month for each six (6) months that the Executive is employed by the Company, up to twelve (12) months. If the Company terminates the Executive’s employment termination, subject to standard payroll deductions and withholdings (without Cause or the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if Executive resigns for Good Reason at any time during the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination subsequent to the effective date of employment; a Change of Control then this period of medical coverage will be for twelve (ii12) months. The COBRA health care continuation coverage period under Section 4980B of the date Executive becomes eligible for group health insurance coverage through a new employer; or Internal Revenue Code of 1986, as amended, shall begin at the expiration of the foregoing twelve (12) month benefit period. (iii) Executive shall receive any other amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits accrued or earned in accordance with the date Executive ceases to be eligible for COBRA continuation coverage for terms of any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 benefit plans and programs of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsCompany. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. (a) Severance in an amount equal to nine twelve (912) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-twelve (12) month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a (c) A portion of Executive’s Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. (a) Severance in an amount equal to twelve eighteen (1218) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve eighteen (1218) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a (c) A portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. (d) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) that are subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. The Executive may initiate a termination of employment by resigning for Good Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). Further, if the Executive may resign at any time for Good Reason executes and does not revoke a written Release (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment. 5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is EU1/ 501788559.2 required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) (such termination, a “Qualifying Termination”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefitsSeverance Benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, continued payment of six (6) months of Executive’s base salary at the rate in effect as of the date of Executive’s employment termination, disregarding any salary decrease that constituted Good Reason, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over schedule, beginning on the ninefirst regularly-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately scheduled payroll date following the Executive’s date full effectiveness of terminationa separation agreement (subject to Section 7 below). 5.2.2.2. (b) Provided that Executive timely elects continued healthcare coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amount, the “Special Cash Payment”)withholdings, for the remainder of the COBRA Premium Period. , which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for (c) In the calendar year in which event that Executive’s termination of employment occurs, prorated for Qualifying Termination occurs during the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Codeto, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to ending twelve (12) months of following, a Change in Control, then Executive’s base salary in effect then-unvested equity awards shall be deemed immediately vested (and, if relevant, exercisable) as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this sectionQualifying Termination. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, six (6) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with the Internal Revenue Code (the “Code”) Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.fully

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: 5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine (9) months the form of continuation of Executive’s base salary in effect as of Base Salary for six (6) months after the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Separation from Service. The Severance These salary continuation payments will be paid in equal installments on the Company’s regular payroll schedule schedule, subject to standard deductions and withholdings, over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the first day of each calendar monthmonth remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholdings, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months vesting of Executive’s base salary in effect as of Options shall be accelerated such that the date of Executive’s employment termination, shares subject to standard payroll deductions and withholdings the Options that would have vested in the six (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (606) days month period following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance Separation from Service shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, deemed immediately vested and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s termination date or, if later, the date last day of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardemployment.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, the Executive resigns for Good Reason, or if the Executive’s employment is terminated without Cause or Executive resigns for Good Reason, as of, immediately prior to or any time within twelve months following the closing of a Corporate Transaction then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this AgreementAgreement and satisfies the requirements set forth in Section 4, the Company then Executive shall provide Executive with receive the following severance benefits: 5.2.2.1. (a) All unpaid salary and unpaid vacation accrued through the separation date. (b) Bonus and other compensation payable hereunder and earned through the effective date of termination or resignation, if any. (c) Any payments/benefits to which the Executive is entitled under the express terms of any applicable Company employee benefit plan. (d) Any unreimbursed valid business expenses for which the Executive has submitted properly documented reimbursement requests. (e) Severance (the “Severance”) in an amount equal to nine the sum of the following: (91) months Fifty-two weeks of Base Salary as in effect immediately prior to the separation date; and (2) An amount equal to the product of (A) fifty-two, multiplied by (B) Executive’s base salary Base Salary as in effect as of immediately prior to the separation date of divided by fifty-two, multiplied by (C) Executive’s employment termination, annual bonus percentage target as in effect immediately prior to the separation date. The Severance shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid withholdings, and payable in equal installments a lump-sum on the Company’s regular payroll schedule over the nine-month period 60th day following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. Provided (f) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s and his covered dependents’ health insurance coverage (including coverage in effect for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending himself on the earliest termination date for twelve months, with such payments to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) cease in the date event Executive becomes eligible for group health insurance coverage through a in connection with new employer; employment or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf would result in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the payment period, a fully taxable cash payment equal to the applicable COBRA premiums premium for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholding, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost to be made without regard to Executive’s payment of COBRA premiums. 5.2.2.3. (g) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination vesting of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months all of Executive’s base salary equity interests in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment be accelerated such that all equity interests shall be deemed vested and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s termination date or, if later, the date last day of such Change in Control, the vesting and exercisability employment. (h) The exercise period for all of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award interests in the Company shall, to the extent permitted under the Second Amended and Restated 2014 Equity Incentive Plan or other applicable plan document, be extended so that such period terminates upon the later of either (1) three years following the Executive’s last day of employment, or (2) the exercise period set forth under the Second Amended and Restated 2014 Equity Incentive Plan, other applicable plan document or applicable option agreement governing such awardor restricted stock agreement. This paragraph (h) shall operate as an amendment of any applicable option or option agreement.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason (as defined described below). 5.2.2. In the event Executive’s employment with the Company is terminated Upon termination by the Company without Cause, or resignation by the Executive resigns for Good Reason, which in either case occurs at any time other than upon or within one (1) year following a Change of Control, if the Executive executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in an amount (a) a cash payment equal to nine one (91) months of times the Executive’s base salary annual Base Salary as in effect as on the termination date (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the date of rate in effect immediately prior to such reduction), payable in installments over the twelve (12) month period following the Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid termination date in equal installments on accordance with the Company’s regular normal payroll schedule over the nine-month period following Executive’s termination of employment, commencing practices (but no less frequently than monthly). Payment will begin within sixty (60) days after the Executive’s termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment; (b) reimbursement in cash equal to 100% of the monthly COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health plans during the twelve (12) month period following the Executive’s termination of employment; provided, however, that if . Such reimbursement shall be provided on the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day payroll date immediately following the Executive’s date of termination. 5.2.2.2. Provided on ​ ​ which the Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to remits the applicable COBRA premiums for that month (including premiums for Executive premium payment and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum commence within sixty (60) days following after the Executive’s termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of employmentthe first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law; provided, however, that if and (c) any accrued but unpaid Base Salary and any benefits accrued and due under any applicable benefit plans and programs of the 60-day period begins in one calendar year and ends in a second calendar yearCompany (together, the CIC Severance “Accrued Obligations”), and any accrued but unpaid annual bonus awarded and payable pursuant to Section 2(b) for the fiscal year preceding termination (the “Accrued Annual Bonus”), with such Accrued Obligations and Accrued Annual Bonus paid regardless of whether the Executive executes or revokes the Release. Any accrued but unpaid Base Salary shall be paid by not later than the next regular pay date following the date of termination, any benefits accrued and due under any applicable benefits plans and programs of the Company shall be paid in accordance with the second calendar year by terms of the last day of such 60-day period. Notwithstanding applicable benefit plan or program, and the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance Accrued Annual Bonus shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it canby not pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on later than the date the first installment of the CIC Severance Annual Bonus is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior pursuant to the termination date (if anyterms of Section 2(b) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardabove.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice. FurtherIf the Company terminates the Executive’s employment without Cause during the Part-Time Period, after the effective date of such termination, no payments shall be due under this Agreement, except that the Executive may resign at shall be entitled to any time for Good Reason Accrued Obligations (as defined below). 5.2.2. In The Executive may initiate a termination of employment by resigning for Good Reason following the event Executive’s employment with the Company is terminated Part-Time Period, as described below. Upon termination by the Company without Cause, Cause or resignation by the Executive resigns for Good Reason, in each case, following the Part-Time Period, whether before or after the Change of Control Protection Period (as defined below), if the Executive executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of 0.75 times the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)annual Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment. 5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the nine-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s 's employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s 's employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a "separation from service" (as defined under Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder, a "Separation from Service"), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: 5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine the form of continuation of Executive's Base Salary for six (96) months of Executive’s base salary in effect as of after the date of Executive’s employment termination's Separation from Service. These salary continuation payments will be paid on the Company's regular payroll schedule, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule withholdings, over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment's Separation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive's Separation from Service. On the 60th day following Executive's Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s 's COBRA premiums to continue Executive’s 's coverage (including coverage for eligible dependents, if applicable) (“"COBRA Premiums”") through the period (the “"COBRA Premium Period”") starting on the Executive’s termination of employment 's Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employment's Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the first day of each calendar monthmonth remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholdings, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for vesting of Executive's Options shall be accelerated such that the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up shares subject to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined Options that would have vested in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, six (6) month period following Executive's Separation from Service shall be deemed immediately vested and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months exercisable as of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the 's last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this sectionemployment. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause shall terminate pursuant to this Section 4(c): (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event i) upon a termination of Executive’s employment with the Company is terminated by the Company without Cause, Cause or Executive resigns (ii) upon Executive’s termination of Executive’s employment for Good Reason. Upon a Termination of Employment pursuant to this Section 4(c), the Employment Period shall terminate and Executive (or Executive’s estate) shall be entitled to: (i) any unpaid Salary and unused vacation accrued through the Termination Date and, to the extent not previously paid, any Bonus earned and unpaid as of the Termination Date for any previously completed fiscal year, which shall be paid on the tenth day after the Termination Date (or, if such day is not a business day, the next business day after such day); (ii) all Benefits determined in accordance with the Company’s applicable Benefit plans then in effect and reimbursement of expenses pursuant to Section 3 incurred through the Termination Date; (iii) payment of an amount equal to 12 months of Executive’s annual Salary as in effect immediately prior to the Termination Date (but without taking into account any reduction in Salary giving rise to a termination of employment by Executive for Good Reason); (iv) payment of a pro rata portion, based on the number of days elapsed in the fiscal year of termination through and including the date of termination, of the Bonus Executive would have been entitled to receive for the year of termination but for termination of his employment. If termination of Executive’s employment occurs during the first six months of a fiscal year, the Bonus Executive would have been entitled to receive for the year of termination shall be deemed to be equal the average of the Bonuses Executive received for the two previous fiscal years (or the actual bonus for the previous fiscal year if termination occurs during the first six months of the second full fiscal year following the Effective Date). If termination of Executive’s employment occurs during the second six months of a fiscal year (or at any time during the first full fiscal year following the Effective Date), the Company’s performance during the portion of such fiscal year preceding termination of Executive’s employment shall be annualized, and provided the Bonus Executive would have received for such fiscal year shall be deemed to be the Bonus Executive would have earned if the annualized performance had been the actual performance for such fiscal year; and (v) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that Executive remains provides comparable benefits in compliance with the terms of this Agreementcost and scope of coverage), the Company shall pay for and provide Executive with and his eligible dependents and beneficiaries (to the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9extent provided therein) months of Executivewho were covered under the Company’s base salary in effect health plans as of the date of Executive’s employment termination, subject termination with healthcare benefits which are substantially the same as the benefits provided to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, Executive and such initial payment shall include a catch-up payment to cover amounts retroactive dependents and beneficiaries immediately prior to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided , including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that Executive timely elects continued shall be solely responsible for all matters relating to his continuation of coverage under pursuant to COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 his election of the Public Health Service Actsuch coverage), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal . Notwithstanding any provision to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled contrary in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of no amount shall be paid pursuant to Section 4(c) above (except for the payments amounts payable under Sections 4(c)(i) and benefits described in Section 5.2.2 above(ii)) unless, on or prior to the Company (or its successor) shall provide Executive with the 60th day following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment terminationTermination of Employment, subject to standard payroll deductions an effective mutual waiver and withholdings release of claims agreement (the “CIC SeveranceRelease”) in substantially the form attached hereto as Exhibit A has been executed and remains effective on such date and any applicable revocation period thereunder has expired; provided that any failure of the Company to execute the Release shall not reduce or eliminate its obligations hereunder. Subject to Section 4(e)(i). The CIC Severance will , the amounts described in Sections 4(c)(iii) and (iv) shall be paid in a single lump sum within sixty (60) days on the next payroll date immediately following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day expiration of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). 5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment. 5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the DB1/ 121165499.4 period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, Cause or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. (a) Severance in an amount equal to nine (9) 9 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-9 month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) 9 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for the calendar year Commission in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up an amount equal to the termination dateaverage sales commissions and/or bonuses earned monthly during the 12 months prior to the Termination Date (total sales commissions and/or bonuses earned during the trailing 12-month period, divided by 12), multiplied by six (6), and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. (a) Severance in an amount equal to twelve (12) 12 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall begin to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) 12 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. (c) The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year Commission in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up an amount equal to the termination dateaverage sales commissions and/or bonuses earned monthly during the 12 months prior to the Termination Date (total sales commissions and/or bonuses earned during the trailing 12-month period, divided by 12), multiplied by six (6), and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. (d) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The (i) Subject to the further provisions of this Section 5(d) and Section 6, if during the Term or, if the Term expires without renewal or extension and prior to a Change in Control, during the one-year period following the expiration of the Term, the Company may terminate terminates Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide will pay Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over 60th day following the nine-month period following Executive’s termination of employmentTermination Date, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive addition to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar monthAccrued Obligations, a fully taxable lump-sum cash payment equal to the applicable following (the “Severance Amount”): ◦ One times the amount of Executive’s then-current annual rate of Base Salary (based on the rate in effect immediately prior to the Termination Date); and ◦ The cost of 12 months of COBRA premiums for that month (including premiums coverage for Executive and Executive’s eligible his dependents who have elected and remain enrolled (based on the COBRA rates in such COBRA coverageeffect on the Termination Date). In addition, subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder by no later than March 15th of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward year following the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which the Termination Date occurs, Executive shall receive a pro rata portion of the Annual Bonus (the “Pro Rata Bonus”) for the year of termination calculated on the basis of the Company’s actual performance for such year and prorated based on the numbers of days elapsed in such year through the Termination Date. (ii) Subject to the further provisions of this Section 5(d) and Section 6, in the event of Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, Cause or Executive resigns resignation for Good Reason, in either case within three (3) months prior to or eighteen (18) months the portion of then outstanding PSUs and Options that would have vested had Executive remained continuously employed by the Company through the end of Xxxxxxx X. Xxxxxxx Employment Agreement Page 7 of 21 the one-year period following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the CodeTermination Date, and provided that Executive remains in compliance with the terms of this Agreementany outstanding unvested RSUs, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect fully vest immediately as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings Termination Date (the “CIC SeveranceAdditional Equity Vesting”). The CIC Severance will be paid in a single lump sum PSUs and RSUs entitled to Additional Equity Vesting pursuant to this Section 5(d)(ii) shall become payable within sixty (60) 30 days following Executive’s termination of employment; providedtheir originally scheduled vesting dates contemplated by Sections 4(d)(iii) and 4(e)(iii), however, that if respectively. The Earn Out Number for any PSUs entitled to Additional Equity Vesting pursuant to this Section 5(d)(ii) for which the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance Performance Year has not been completed shall be paid in determined after the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder end of the CIC Severance shall be payable in a lump-sum Performance Year based on actual performance for the full Performance Year. Any then vested Options (including Options that vested in accordance with this sectionparagraph) held by Executive shall remain exercisable for a period of one year following the Termination Date (but not beyond the original term of the Options) (“Extended Exercisability”). 5.2.3.2(iii) The Company’s obligation to pay Executive the Severance Amount and the Pro Rata Bonus and to provide the Additional Equity Vesting and the Extended Exercisability are each expressly conditioned upon Executive’s execution and timely delivery to the Company of a valid and irrevocable release agreement in substantially the form of attached Schedule B by no later than 45 days following the Termination Date. (iv) As used in this Section 5(d), “Good Reason” means any of the following acts or omissions by the Company occurring without Executive’s prior written consent: (A) any action by the Board which results in a material adverse change in Executive’s title, duties or reporting responsibilities; (B) the assignment to Executive of duties materially inconsistent with Executive’s position as Chief Executive Officer; (C) a reduction in Executive’s rate of Base Salary or Annual Bonus opportunity or the failure by the Company (other than by reason of bankruptcy, insolvency or receivership) to pay Executive’s Base Salary or any earned Annual Bonus or, subject to Section 4(g), to make the PSU, RSU or Option grant contemplated by this Agreement; (D) the requirement by the Board that Executive move his principal place of employment more than 50 miles from the location of his principal place of employment on the Commencement Date; or (E) any material breach by the Company of this Agreement. Provided Executive timely elects continued coverage under COBRANotwithstanding the above, an act or omission by the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through not constitute an event of Good Reason unless Executive gives the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months Company written notice within 60 days following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; first knows, or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonreasonably should have known, including plan termination. In of the event Executive becomes covered under another employer’s group health plan or otherwise cease constituting Good Reason of his intention to be eligible resign for COBRA during Good Reason if such Good Reason event is not cured by the COBRA Premium PeriodCompany, Executive must immediately notify and the Company of does not cure such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law event (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay retroactively with respect to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up any monetary matter) to the termination date, and payable on reasonable satisfaction of Executive within 30 days following the date the first installment of the CIC Severance is payable hereunderCompany receives such written notice from Executive. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). 5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment. 5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the DB1/ 121165490.2 period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, Executive may resign her employment at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns her employment for Good Reason, in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Paragraph 7 (“Conditions to Receipt of Severance, COBRA Premiums, Special Cash Payments and provided that Executive remains in Accelerated Vesting”) and Executive’s continued compliance with the terms of this Agreement (including the Confidentiality Agreement), the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, the equivalent of six (6) months of Executive’s base salary Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a lump sum on the Company’s regular payroll schedule over the nine-month period sixtieth (60th) day following Executive’s termination of employmentSeparation from Service, commencing within sixty provided the Separation Agreement (60as discussed in Paragraph 7) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationhas become effective. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service date and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash PaymentPayments”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without CauseCause (other than as a result of Executive’s death or disability), or Executive resigns her employment for Good Reason, in either case within three thirty (330) months days prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this AgreementControl, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months Special Cash Payments), vesting of Executive’s base salary in effect as Option shall be accelerated such that 100% of the date of Executive’s employment termination, shares subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance Option shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 abovedeemed immediately vested, and upon the occurrence of such Change in Controlexercisable, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, last day of employment (the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award“Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, Cause or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. (a) Severance in an amount equal to nine (9) 9 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-9 month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) 9 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. (a) Severance in an amount equal to twelve (12) 12 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall begin to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) 12 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. (c) The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. (d) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: 5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine (9) months the form of continuation of Executive’s base salary in effect as of Base Salary for six (6) months after the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Separation from Service. The Severance These salary continuation payments will be paid in equal installments on the Company’s regular payroll schedule schedule, subject to standard deductions and withholdings, over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period Separation from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employmentService; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the Special Cash Payment for first day of each calendar month remaining in the remainder of the CIC COBRA Premium Period. , a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. (c) The Company will pay Executive a portion vesting of Executive’s Target Annual Bonus for Options shall be accelerated such that the calendar year shares subject to the Options that would have vested in which the six (6) month period following Executive’s termination of employment occurs, prorated for the period Separation from the beginning of the calendar year up to the termination date, Service shall be deemed immediately vested and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s last day of employment; provided, however, that 3. if Executive’s termination date or, if later, without Cause or resignation for Good Reason occurs within twelve (12) months following the effective date of such a Change in ControlControl (as defined below), then the Company will accelerate the vesting and exercisability of all outstanding equity awards held by Executive immediately prior the Options such that 100% of the shares subject to the termination date (if any) subject to time-based vesting requirements, shall Options will vest and be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardimmediately exercisable.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. The Executive may initiate a termination of employment by resigning for Good Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). Further, if the Executive may resign at any time for Good Reason executes and does not revoke a written Release (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment. 5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is DB1/ 133882104.3 required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: 5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine (9) months the form of continuation of Executive’s base salary in effect as of Base Salary for twelve (12) months after the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Separation from Service. The Severance These salary continuation payments will be paid in equal installments on the Company’s regular payroll schedule schedule, subject to standard deductions and withholdings, over the nine-twelve (12) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Separation from Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this AgreementAgreement and the Company’s policies applicable to Executive and satisfies the requirements set forth in Section 4, the Company then Executive shall provide Executive with receive the following severance benefits: 5.2.2.1. (a) Severance (the “Severance”) in an amount equal to nine fifty-two (952) months weeks of Executive’s base salary Base Salary as in effect as of immediately prior to the date of Executive’s employment termination, separation date. The Severance shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance withholdings, and will be paid payable in equal installments a lump-sum on the Company’s regular payroll schedule over the nine-month period 60th day following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. Provided (b) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s and his covered dependents’ health insurance coverage (including coverage in effect for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending himself on the earliest termination date for fifty-two (52) weeks, with such payments to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) cease in the date event Executive becomes eligible for group health insurance coverage through a in connection with new employer; employment or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf would result in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the payment period, a fully taxable cash payment equal to the applicable COBRA premiums premium for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholding, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost to be made without regard to Executive’s payment of COBRA premiums. 5.2.2.3. (c) The vesting of all of Executive’s equity interests in the Company will pay Executive a Target Annual Bonus for the calendar year in which shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Executive’s last day of employment. (iii) If Executive’s termination without Cause or resignation for Good Reason occurs as a result of employment occurs, prorated for (i) out-licensing full commercialization rights of Oral TRT product/s to another entity; (ii) the period from the beginning asset sale of the calendar year up Oral TRT product/s to the termination date, and payable on the date the first installment another entity; or (iii) as of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Causeor immediately prior to, or Executive resigns for Good Reasonwithin 12 months, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Change-in-Control (as defined in the 2021 Equity Incentive Plan), and provided such transaction termination or resignation constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the CodeSeparation from Service), and provided that Executive remains in compliance with the terms of this AgreementAgreement and the Company’s policies applicable to Executive and satisfies the requirements set forth in Section 4, then in lieu of the payments and benefits described set forth in Section 5.2.2 above3.2(ii)(a)(b)(c), the Company (or its successor) Executive shall provide Executive with receive the following severance payments and benefits: 5.2.3.1. (a) Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as the sum of the date of Executive’s employment termination, following (shall be subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 abovewithholdings, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum on the 60th day following Executive’s Separation from Service): (1) Fifty-two (52) weeks of Base Salary as in accordance with this sectioneffect immediately prior to the separation date; and (2) Target bonus equal to the product of (A) Executive’s Base Salary as in effect immediately prior to the separation date, multiplied by (B) Executive’s annual bonus percentage target as in effect immediately prior to the separation date. 5.2.3.2. Provided (b) The vesting of all of Executive’s equity interests in the Company shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Executive’s last day of employment. (c) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s and his covered dependents’ health insurance coverage (including coverage in effect for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending himself on the earliest termination date for fifty-two (52) weeks, with such payments to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) cease in the date event Executive becomes eligible for group health insurance coverage through a in connection with new employer; employment or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf would result in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay Executive on the last day of each remaining month of the payment period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, to be made without regard to Executive, the Special Cash Payment for the remainder ’s payment of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, six (6) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with the Internal Revenue Code (the “Code”) Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Planbelow), provided such transaction constitutes a change in the ownership or effective control then instead of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and severance benefits provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii) above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to (a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “CIC Change in Control Severance”). The CIC Change in Control Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Change in Control Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Change in Control Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii) above, and upon the occurrence of such Change in Control, the remainder of the CIC Change in Control Severance shall be payable in a lump-lump sum in accordance with this section. 5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC Change in Control COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.Control COBRA

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-twelve (12) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with the Internal Revenue Code (the “Code”) Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company (c) (i) as of the Separation Agreement effective date, the vesting for all outstanding equity awards in Holdings, held by Executive immediately prior to the employment termination date (if any) subject to time-based vesting requirements, shall be accelerated by six (6) months from the employment termination date; and (ii) the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will pay Executive a Target Annual Bonus for the calendar year be treated as set forth in which Executive’s equity award agreement governing such award; and (iii) with respect to any options granted to Executive, any vested options shall be exercisable until the date that is twelve (12) months following the termination of Executive’s employment occurswith Company, prorated for subject to earlier termination in accordance with controlling stock plan, and in no event will the period from options be exercisable beyond the beginning expiration date of the calendar original ten (10) year up term applicable to the termination date, and payable on the date the first installment of the Severance is payable hereundersuch options. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Planbelow), provided such transaction constitutes a change in the ownership or effective control then instead of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and severance benefits provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii) above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to (a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “CIC Change in Control Severance”). The CIC Change in Control Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Change in Control Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.the

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, six (6) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for accelerate the calendar year vesting of the Option, as well as any other equity interests granted to Executive, such that the shares that would have vested in which the six (6) months following Executive’s termination Separation from Service shall be deemed vested and exercisable as of Executive’s last day of employment occurs, prorated for (the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder“Accelerated Vesting”). 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three twelve (3) months prior to or eighteen (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Planbelow), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 Special Cash Payments set forth above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay will accelerate the vesting of the Option, as well as any other equity interests granted to Executive, the Special Cash Payment for the remainder such that fifty percent (50%) of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up then-unvested shares subject to the termination date, Option (or other equity interests) will be deemed vested and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s termination date or, if later, the date last day of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardemployment.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, four (4) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-four (4) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for accelerate the calendar year vesting of the equity interests granted to Executive, such that the shares that would have vested in which the six (6) months following Executive’s termination Separation from Service shall be deemed vested and exercisable as of Executive’s last day of employment occurs, prorated for (the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder“Accelerated Vesting”). 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three twelve (3) months prior to or eighteen (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Planbelow), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of addition to the payments Severance and benefits described in Section 5.2.2 above, the Company COBRA Premiums (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 Special Cash Payments set forth above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay will accelerate the vesting of the equity interests granted to Executive, the Special Cash Payment for the remainder such that twenty-five percent (25%) of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up then-unvested shares subject to the termination date, equity interests will be deemed vested and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s termination date or, if later, the date last day of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardemployment.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-twelve (12) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with the Internal Revenue Code (the “Code”) Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will shall pay Executive Executive, as a Target bonus, one hundred percent (100%) of Executive’s Annual Bonus in effect as of the date of Executive’s employment termination for the calendar fiscal year in which the termination of employment occurs (the “Severance Bonus”). The Severance Bonus will be subject to standard payroll deductions and withholdings and will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Bonus shall be paid in the second calendar year by the last day of such 60-day period. (d) With respect to any options granted to Executive, any vested options shall be exercisable until the date that is twelve (12) months following the termination of Executive’s employment occurswith Company, prorated for subject to earlier termination in accordance with controlling stock plan, and in no event will the period from options be exercisable beyond the beginning expiration date of the calendar original ten (10) year up term applicable to the termination date, and payable on the date the first installment of the Severance is payable hereundersuch options. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Planbelow), provided such transaction constitutes a change in the ownership or effective control then instead of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and severance benefits provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii) above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12a) The Company shall pay Executive, as severance, eighteen (18) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “CIC Change in Control Severance”). The CIC Change in Control Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Change in Control Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Change in Control Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii) above, and upon the occurrence of such Change in Control, the remainder of the CIC Change in Control Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC Change in Control COBRA Premiums”) through the period (the “CIC Change in Control COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) 18 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease ceases to be eligible for COBRA during the Change in Control COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC Change in Control COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC Change in Control COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC Change in Control COBRA premiumsPremiums. 5.2.3.3. (c) The Company will shall pay Executive Executive, as a portion bonus, one hundred and fifty percent (150%) of Executive’s Target Annual Bonus in effect as of the date of Executive’s employment termination for the calendar fiscal year in which the termination of employment occurs (the “Change in Control Annual Bonus”). The Change in Control Annual Bonus will be subject to standard payroll deductions and withholdings and will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment occursemployment; provided, prorated for however, that if the 60-day period from the beginning of the begins in one calendar year up to and ends in a second calendar year, the termination date, and payable on Change in Control Annual Bonus shall be paid in the date second calendar year by the first installment last day of the CIC Severance is payable hereundersuch 60-day period. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability (i) One hundred percent (100%) of all outstanding equity awards in DigitalOcean Holdings, Inc. (“Holdings”) held by Executive immediately prior to the employment termination date (if any) subject to time-based vesting requirements, shall be accelerated in full as of the effective date of the Separation Agreement (as defined below); and (ii) the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.outstanding

Termination Without Cause; Resignation for Good Reason. 5.2.1. The (i) Subject to the further provisions of this Section 5(d) and Section 6, if during the Term or, if the Term expires without renewal or extension and prior to a Change in Control, during the one-year period following the expiration of the Term, the Company may terminate terminates Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide will pay Executive with on the 60th day following the Termination Date, in addition to the Accrued Obligations, a lump-sum cash payment equal to the following severance benefits: 5.2.2.1. (the “Severance in an Amount”): ◦ One times the amount equal to nine (9) months of Executive’s base salary then-current annual rate of Base Salary (based on the rate in effect as immediately prior to the Termination Date); and ◦ The cost of 12 months of COBRA coverage for Executive and his dependents (based on the COBRA rates in effect on the Termination Date). In addition, by no later than March 15th of the date year following the year in which the Termination Date occurs, Executive shall receive a pro rata portion of Executive’s employment termination, subject to standard payroll deductions and withholdings the Annual Bonus (the “SeverancePro Rata Bonus”). The Severance will be paid in equal installments ) for the year of termination calculated on the basis of the Company’s regular payroll schedule over actual performance for such year and prorated based on the nine-month period following Executive’s termination numbers of employment, commencing within sixty (60) days following Executive’s termination of employmentelapsed in such year through the Termination Date; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums endeavor to continue Executive’s coverage apply the same percentage of Annual Bonus for determining the Pro Rata Bonus as it applies for determining the annual bonus for other similarly-situated senior executives of the company. (including coverage for eligible dependentsii) Subject to the further provisions of this Section 5(d) and Section 6, if applicable) (“COBRA Premiums”) through in the period (the “COBRA Premium Period”) starting on event of Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; without Cause or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns resignation for Good Reason, in either case within three (3) months prior to or eighteen (18) months the portion of then outstanding RSUs and Options that would have vested had Executive remained continuously employed by the Company through the end of the one-year period following the closing Termination Date, if any, shall fully vest immediately as of the Termination Date (the “Additional Equity Vesting”). The RSUs entitled to Additional Equity Vesting pursuant to this Section 5(d)(ii) shall become payable within 30 days following their originally scheduled vesting dates contemplated by Section 4(e)(ii). Any then vested Options (including Options that vested in accordance with this paragraph) held by Executive shall remain exercisable for a period of one year following the Termination Date (but not beyond the original term of the Options) (“Extended Exercisability”). Xxx X. Xxxxxxxx Employment Agreement (iii) The Company’s obligation to pay Executive the Severance Amount and the Pro Rata Bonus and to provide the Additional Equity Vesting and the Extended Exercisability are each expressly conditioned upon Executive’s execution and timely delivery to the Company of a Change valid and irrevocable release agreement in Control substantially the form of attached Schedule A by no later than 45 days following the Termination Date. (as defined iv) As used in the 2021 Equity Incentive Planthis Section 5(d), provided such transaction constitutes a change “Good Reason” means any of the following acts or omissions by the Company occurring without Executive’s prior written consent: (A) any action by the Company which results in Executive ceasing to be the ownership or effective control President and Chief Risk Officer of the Company or a any other material adverse change in Executive’s title, duties or reporting responsibilities; (B) the ownership assignment to Executive of a substantial portion duties materially inconsistent with Executive’s position as the President and Chief Risk Officer of the Company; (C) a reduction in Executive’s assets within rate of Base Salary or Annual Bonus opportunity or the meaning failure by the Company (other than by reason of bankruptcy, insolvency or receivership) to pay Executive’s Base Salary or any earned Annual Bonus or, subject to Section 409A of 4(g), to make the Code, and provided RSU or Option grant contemplated by this Agreement; (D) the requirement by the Company that Executive remains in compliance with move his principal place of employment more than 50 miles from the terms location of his principal place of employment on the Effective Date; or (E) any material breach by the Company of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, an act or omission by the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through not constitute an event of Good Reason unless Executive gives the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months Company written notice within 60 days following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; first knows, or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonreasonably should have known, including plan termination. In of the event Executive becomes covered under another employer’s group health plan or otherwise cease constituting Good Reason of his intention to be eligible resign for COBRA during Good Reason if such Good Reason event is not cured by the COBRA Premium PeriodCompany, Executive must immediately notify and the Company of does not cure such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law event (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay retroactively with respect to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up any monetary matter) to the termination date, and payable on reasonable satisfaction of Executive within 30 days following the date the first installment of the CIC Severance is payable hereunderCompany receives such written notice from Executive. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary Base Salary (ignoring any reduction in Base Salary that constituted Good Reason) in effect as of the date Date of Executive’s employment terminationTermination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a single lump sum on or about the Company’s first regular payroll schedule over date following the nine-month period following 60th day after Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, six (6) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with the Internal Revenue Code (the “Code”) Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen twelve (1812) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Planbelow), provided such transaction constitutes a change in the ownership or effective control then instead of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and severance benefits provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii) above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to (a) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “CIC Change in Control Severance”). The CIC Change in Control Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Change in Control Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Change in Control Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii) above, and upon the occurrence of such Change in Control, the remainder of the CIC Change in Control Severance shall be payable in a lump-lump sum in accordance with this section. 5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC Change in Control COBRA Premiums”) through the period (the “CIC Change in Control COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) 12 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.new

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, Cause or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. (a) Severance in an amount equal to nine (9) 9 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-9 month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) 9 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.eighteen

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause upon 15 days’ advance written notice (or pay in lieu of notice). The Executive may initiate a termination of employment by resigning for Good Reason as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, in either case during the Term and before December 31, 2024, if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (a) The Company shall pay the Executive an amount equal to two times the Executive’s annual Base Salary, which shall be paid as follows: (i) the maximum amount that can be paid under the “separation pay” exception under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be paid in 12 equal monthly installments following the Executive’s termination date, in accordance with the Company’s normal payroll practices, with the first payment to be made within 60 days following such termination of employment, and (ii) the remainder of such benefit shall be paid in a lump sum between March 1 and March 15 of the calendar year following the year in which the Executive’s termination date occurs. Further, Executive may resign at The first payment under clause (i) shall include any time payments for Good Reason (as defined below)the period from the termination date to the commencement date of payments. 5.2.2. In (b) The Company shall pay the event Executive an amount equal to two times the Executive’s Target Incentive Award established under the STI Plan either (i) for the year in which the termination date occurs (or if it has not yet been established, the Target Incentive Award established for the immediately preceding year), or (ii) the Executive’s Target Incentive Award under the STI Plan for 2020, whichever is greater, which amount shall be paid in a lump sum between March 1 and March 15 of the calendar year following the year in which the Executive’s termination date occurs. (c) The Company shall pay the Executive a pro-rated Target Incentive Award under the STI Plan, which shall be paid in a lump sum within 60 days following the Executive’s termination date. The prorated Target Incentive Award shall equal: (1) Either (x) the Executive’s Target Incentive Award established under the STI Plan for the year in which the termination date occurs (or the immediately preceding year if such Target Incentive Award has not yet been established), or (y) the Executive’s Target Incentive Award under the STI Plan for 2020, whichever is greater, multiplied by (2) A fraction, the numerator of which is the number of full completed days of employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to through the termination date, and payable on the date denominator of which is the first installment number of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, days in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such in the event of a termination occurs prior to a Change in Controlon account of non-renewal of the Agreement as of December 31, 2023 under Section 12(c)(4), the CIC Severance amount payable pursuant to this Section 6(c) shall commence to be paid in installments calculated based on the greater of (i) Executive’s actual STI payout for the year ending December 31, 2023 as determined in accordance with the STI Plan or (ii) the amount described in clause (1) of this Section 5.2.2.1 above6(c), and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in multiplied by a lump-sum fraction determined in accordance with this sectionSection 6(c)(2). Such payment shall be made to Executive at the same time that STI payments for the 2023 performance year are paid to executive officers. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicabled) (“CIC COBRA Premiums”) through During the period (beginning on the “CIC COBRA Premium Period”) starting on Executive’s termination of employment date and ending on the earliest first to occur of: of (i) twelve (12) 18 months following Executive’s after the termination of employment; date, (ii) the date on which the Executive becomes eligible for group health insurance coverage through by a new successor employer; , or (iii) the date on which the Executive becomes eligible to elect medical coverage under Social Security Medicare or otherwise ceases to be eligible for COBRA continuation continued health coverage for any reason, including plan termination. In under the event Executive becomes covered under another employerCompany’s group health plan or otherwise cease to be eligible for COBRA during under the COBRA Premium Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (the “Coverage Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing”), if the Company determines, Executive elects to receive continued health coverage under the Company’s health plan under COBRA at a level of coverage at or below the Executive’s level of coverage in its sole discretion, that it cannot pay effect on the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 date of the Public Health Service Act)Executive’s termination of employment, and the Executive pays the full monthly COBRA premium cost for such health coverage, the Company instead shall pay reimburse the Executive monthly an amount equal to the monthly COBRA premium paid by the Executive, less the Special Cash Payment premium charge that is paid by the Company’s active employees for such coverage as in effect on the remainder date of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs(the “COBRA Reimbursement”). The payments shall commence on the first payroll date that is administratively practicable after the Executive’s termination date, prorated and within 60 days after the Executive’s termination date. The first payment shall include any payments for the period from the beginning termination date to the commencement date. The Company shall reimburse the Executive under this subsection only for the portion of the calendar year up Coverage Period during which the Executive continues COBRA coverage under the Company’s health plan. The Executive agrees to notify the Company promptly of the Executive’s coverage under an alternative health plan upon becoming covered by such alternative plan. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period. (e) The Executive’s outstanding restricted stock units, performance units, stock options and any other equity grants will vest and be paid as if the Executive had met the requirements for retirement under the applicable grant agreements. (f) Any retirement benefits under the Company’s Benefit Restoration Plan shall be fully vested. (g) The Company shall also pay the Accrued Obligations, regardless of whether the Executive executes or revokes the Release. (h) Termination of this Agreement pursuant to its terms on December 31, 2024 shall not constitute a termination dateof Executive’s employment for purposes of this Agreement, and payable no amounts shall be paid under Sections 6(a) through (d) upon termination of employment on or after December 31, 2024. However, in the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as event of Executive’s termination date orof employment for any reason other than by the Company for Cause on or after December 31, if later2024, the date of Executive shall remain eligible to receive any unpaid incentive award under the STI Plan for the fiscal year ended December 31, 2024, based on performance for such Change in Controlyear, with such payment to be made to Executive at the vesting and exercisability of all outstanding equity awards held by Executive immediately prior same time that STI payments for the 2024 performance year are paid to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardexecutive officers.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: 5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine (9) months the form of continuation of Executive’s base salary in effect as of Base Salary for (#) months after the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Separation from Service. The Severance These salary continuation payments will be paid in equal installments on the Company’s regular payroll schedule schedule, subject to standard deductions and withholdings, over the nine-(#) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine [number] (9#) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period Separation from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employmentService; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the Special Cash Payment for first day of each calendar month remaining in the remainder of the CIC COBRA Premium Period. , a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. (c) The Company will pay Executive a portion vesting of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning Options shall be accelerated such that % of the calendar year up shares subject to the termination date, Options shall be deemed immediately vested and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s last day of employment; provided, however, that if Executive’s termination date or, if later, without Cause or resignation for Good Reason occurs within (#) months following the effective date of such a Change in ControlControl (as defined below), then the Company will accelerate the vesting and exercisability of all outstanding equity awards held by Executive immediately prior the Options such that 100% of the shares subject to the termination date (if any) subject to time-based vesting requirements, shall Options will vest and be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardimmediately exercisable.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, six (6) months of Executive’s base salary in effect as of the date of Executive’s employment terminationBase Salary, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with the Internal Revenue Code (the “Code”) Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.fully

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, six (6) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-six (6) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin that Executive would have received on or prior to be such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of the Severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine six (96) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this AgreementAgreement and the Company’s policies applicable to Executive and satisfies the requirements set forth in Section 4, the Company then Executive shall provide Executive with receive the following severance benefits: 5.2.2.1. (a) Severance (the “Severance”) in an amount equal to nine (9) months fifty-two weeks of Executive’s base salary Base Salary as in effect as of immediately prior to the date of Executive’s employment termination, separation date. The Severance shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance withholdings, and will be paid payable in equal installments a lump-sum on the Company’s regular payroll schedule over the nine-month period 60th day following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. Provided (b) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s and his covered dependents’ health insurance coverage (including coverage in effect for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending himself on the earliest termination date twenty-six weeks, with such payments to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) cease in the date event Executive becomes eligible for group health insurance coverage through a in connection with new employer; employment or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf would result in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the payment period, a fully taxable cash payment equal to the applicable COBRA premiums premium for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholding, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost to be made without regard to Executive’s payment of COBRA premiums. 5.2.2.3. (c) The vesting of all of Executive’s equity interests in the Company will pay Executive a Target Annual Bonus for the calendar year in which shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Executive’s last day of employment. (iii) If Executive’s termination without Cause or resignation for Good Reason occurs as of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Causeor immediately prior to, or Executive resigns for Good Reasonwithin twelve months, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Change-in-Control (as defined in the 2021 Equity Incentive Plan), and provided such transaction termination or resignation constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the CodeSeparation from Service), and provided that Executive remains in compliance with the terms of this AgreementAgreement and the Company’s policies applicable to Executive and satisfies the requirements set forth in Section 4, then in lieu of the payments and benefits described set forth in Section 5.2.2 above3.2(ii)(a) and (b), the Company (or its successor) Executive shall provide Executive with receive the following severance payments and benefits: 5.2.3.1. (a) Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as the sum of the date of Executive’s employment termination, following (shall be subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 abovewithholdings, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum on the 60th day following Executive’s Separation from Service): (1) Fifty-two weeks of Base Salary as in accordance with this sectioneffect immediately prior to the separation date; and (2) The product of (A) Executive’s Base Salary as in effect immediately prior to the separation date, multiplied by (B) Executive’s annual bonus percentage target as in effect immediately prior to the separation date. 5.2.3.2. Provided (b) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s coverage (including coverage for eligible and his covered dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group ’ health insurance coverage through a new employer; or (iii) in effect for himself on the termination date Executive ceases for twenty-six weeks, subject to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, terms and conditions set forth in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act3.2(ii)(b), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. (c) The Company will pay Executive a portion vesting of all of Executive’s Target Annual Bonus for equity interests in the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, Company shall be accelerated such that all equity interests shall be deemed vested and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective exercisable as of Executive’s termination date or, if later, the date last day of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardemployment.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9a) The Company shall pay Executive, as severance, fifteen (15) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments a single lump sum on or about the Company’s first regular payroll schedule over date following the nine-month period following 60th day after Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service. 5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine fifteen (915) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). 5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing: 5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment. 5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall will pay on the Executive’s behalf the COBRA premiums to continue for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsPayments”) through ). The Company will pay the COBRA DB1/ 144657598.4 Payments for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Payments. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount (a) The Company shall pay Executive, as severance, a lump sum payment equal to nine the sum of twelve (912) months of Executive’s base salary in effect as of the date of Executive’s employment termination, plus a lump sum amount equal to her full bonus target for the calendar year in which the Separation from Service occurs, subject to standard payroll deductions and withholdings (the “Severance”). The Severance severance will be paid in equal installments a single lump sum on or about the Company’s first regular payroll schedule over date following the nine-month period following 60th day after Executive’s termination Separation from Service (b) The Company shall accelerate the vesting of employment, commencing within sixty (60) days following Executive’s termination of employment; providednew hire Option referenced in Executive’s February 22, however, that if 2022 offer letter from the 60-day period begins in one calendar year Company (the “Offer Letter”) and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive awarded pursuant to the day immediately following May 6, 2022 Option Award Agreement by four (4) additional months effective as of the Executive’s date of terminationSeparation from Service. 5.2.2.2. (c) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employmentSeparation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.