Common use of Transition Benefits Clause in Contracts

Transition Benefits. In addition to any payments and benefits due to you pursuant to Section 7.05(a) of the Employment Agreement, you will, subject to (and in consideration for) your satisfactory provision of the Transition Services through the Separation Date (as reasonably determined in good faith by the Board), your execution and non-revocation of the Waiver and Release of Claims Agreement attached hereto as Exhibit A (the “Release”) and your continued compliance with the restrictive covenants (as described in Section 3 below), be entitled to receive (i) the payments and benefits set forth in Section 7.05(b) of the Employment Agreement, which shall be subject to the terms of the Employment Agreement and, for the avoidance of doubt, will consist of (a) continued base salary for 12 months following the Separation Date (the “Transition Payment Period”), which equals an aggregate amount of $400,000, less applicable withholdings, and (b) reimbursement during the Transition Payment Period of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect, which shall be payable monthly; and (ii) (a) a prorated 2019 annual bonus based on actual individual and Company achievement targets as determined by the Board, which shall be payable within 30 days following the Separation Date, and (b) accelerated vesting of the following outstanding equity awards held by you, each of which, to the extent such award has not otherwise theretofore become vested, shall become vested on the Separation Date: (x) 78,350 options in Funko, Inc., awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan, and (y) 8,620 restricted stock units, awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan (the payments and benefits set forth in (i) and (ii), collectively, the “Transition Benefits”). Other than the equity awards described in the immediately preceding sentence, and any that may vest in accordance with their terms prior to the Separation Date, all Company equity-based compensation awards held by you will be forfeited.

Transition Benefits. In addition to any payments and benefits due to you pursuant to Section 7.05(a) Provided that Bxxxxx abides by each of the Employment Agreement, you will, subject to (and in consideration for) your satisfactory provision of the Transition Services through the Separation Date (as reasonably determined in good faith by the Board), your execution and non-revocation of the Waiver and Release of Claims Agreement attached hereto as Exhibit A (the “Release”) and your continued compliance with the restrictive covenants (as described in Section 3 below), be entitled to receive (i) the payments and benefits Bxxxxx’ commitments set forth in Section 7.05(b) of herein, then the Employment Agreement, which shall be subject to the terms of the Employment Agreement and, for the avoidance of doubt, will consist of Company will: (a) continued base salary for 12 months following the Separation Date Make transition payments to Bxxxxx in a total amount equal to Two Hundred Twenty Five Thousand Dollars ($225,000) (such total transition payments being referred to as the “Transition Payment PeriodPayment”), which equals an aggregate amount Transition Payment shall be paid in substantially equal monthly installments within five (5) business days after the end of $400,000, less applicable withholdings, each month during the transition period between the Retirement Date and the date that is eighteen (18) months following the Retirement Date (“Transition Period”); and (b) reimbursement during Amend the terms and conditions of any equity-based awards granted to Bxxxxx pursuant to the Company’s Amended 2017 Equity Compensation Plan, as amended June 22, 2021 (“2021 Plan”), to provide that any equity-based awards outstanding on the Retirement Date will continue to vest and be exercisable in accordance with their terms until the date the Transition Payment Period of the Company-paid portion of premium paymentsends (“Termination Date”), as if you Bxxxxx had remained an active employee, for any COBRA coverage that you timely elect, which shall be payable monthly; and (ii) (a) a prorated 2019 annual bonus based on actual individual and Company achievement targets as determined by the Board, which shall be payable within 30 days following the Separation Date, and (b) accelerated vesting employee of the following outstanding equity Company through the Termination Date. Any equity-based incentive awards held by you, each of which, to the extent such award has that do not otherwise theretofore become vested, shall become vested on the Separation Date: (x) 78,350 options in Funko, Inc., awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan, and (y) 8,620 restricted stock units, awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan (the payments and benefits set forth in (i) and (ii), collectively, the “Transition Benefits”). Other than the equity awards described in the immediately preceding sentence, and any that may vest in accordance with their terms (as amended by this Section 2(b) on or prior to the Separation Date, all Company equity-based compensation awards held by you Termination Date will be forfeitedimmediately forfeited for no consideration on the Termination Date and Bxxxxx will cease to have any rights thereunder. Solely for the purpose of vesting, and for no other reason, Bxxxxx’ retirement shall be considered a termination for “Good Reason” pursuant to the terms of the 2021 Plan. (c) Bxxxxx acknowledges and agrees that the election of continuation coverage pursuant to COBRA and providing any premiums due to the Company with respect to such continuation coverage will remain Bxxxxx’ sole responsibility.

Transition Benefits. In addition If Employee signs this Agreement and does not revoke his acceptance within the Revocation Period (defined in Paragraph 11 below), the Company will provide Employee with the following: A. The Company will continue Employee’s employment until the end of business on April 30, 2022 (the “Separation Date”), at which point Employee’s employment with the Company will end without any further notice. The period between the date Employee signs this Agreement and the Separation Date is referred to any payments herein as the “Transition Period.” B. During the Transition Period, the following circumstances will apply: i. Employee will continue to serve in his current role and benefits due to you pursuant to Section 7.05(a) perform all of the Employment Agreement, you will, subject to (his regular job duties and responsibilities effectively and in consideration for) your satisfactory provision of the Transition Services good faith through February 28, 2022; ii. From March 1, 2022 through the Separation Date Date, Employee will move to a consulting role with the Company during which time he will perform the following duties: (a) assist in the smooth and orderly transition of his responsibilities; (b) provide support to his replacement as reasonably determined needed, including participating in any reasonable requests for site and customer visits; and (c) perform other assignments as assigned by the Company. During the period beginning March 1, 2022 through the Separation Date, the Employee will perform the tasks noted herein in good faith by and to the Board)best of his ability. The Parties acknowledge that the expected time commitment from Employee will, your execution and non-revocation of the Waiver and Release of Claims Agreement attached hereto as Exhibit A (the “Release”) and your continued compliance on average, be less than full time; and iii. Employee will continue to earn his regular base salary, less applicable payroll deductions, payable in accordance with the restrictive covenants (as described in Section 3 below)Company’s normal payroll practices and schedule, be entitled to receive (i) the payments and benefits set forth in Section 7.05(b) of the Employment Agreementalong with his current benefits, which shall be subject to the terms of the Employment Agreement andapplicable plan documents or policies. C. If Employee is covered by the Company’s group health insurance plan (including medical, for the avoidance of doubt, will consist of (a) continued base salary for 12 months following the Separation Date (the “Transition Payment Period”), which equals an aggregate amount of $400,000, less applicable withholdingsdental, and (bvision coverages) reimbursement during the Transition Payment Period of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect, which shall be payable monthly; and (ii) (a) a prorated 2019 annual bonus based on actual individual and Company achievement targets as determined by the Board, which shall be payable within 30 days following the Separation Date, and Employee timely elects COBRA coverage, the Company will pay the normal employer’s share of health insurance costs toward such COBRA coverage until the earlier of: (bi) accelerated vesting of the eighteen (18) months following outstanding equity awards held by you, each of which, to the extent such award has not otherwise theretofore become vested, shall become vested on the Separation Date: ; (xii) 78,350 options in Funko, Inc., awarded to you on June 27, 2018 the date the Employee becomes covered under another employer’s health plan; or (iii) the expiration of the maximum COBRA coverage period for which the Employee is eligible under applicable law. Employee shall be responsible for paying the difference between the Company’s 2018 Executive Compensation Plan, share and (y) 8,620 restricted stock units, awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan (the payments and benefits set forth in (i) and (ii), collectively, the “Transition Benefits”). Other than the equity awards described in the immediately preceding sentence, and any that may vest in accordance with their terms prior total cost of COBRA coverage during such period of Company subsidized COBRA coverage pursuant to the Separation Datemandates of COBRA. Within ten (10) days of Employee obtaining eligibility for other health insurance coverage, all Employee agrees to inform the Company equity-based compensation awards held by you will be forfeitedof such fact in writing.

Transition Benefits. In addition Provided that Executive (w) executes this Agreement and returns a signed copy of it to any payments the Company, care of Xxxxx Xxxxxx (Xxxxx.Xxxxxx@xxxxxx.xxx), so that it is received no later than the date that is twenty-one (21) days after Executive receives this Agreement and benefits due it is not subsequently revoked by Executive in accordance with Section 5, (x) returns to you pursuant to the Company, in accordance with Section 7.05(a) 20, a copy of the Employment Agreement, you will, subject to (and in consideration for) your satisfactory provision of the Transition Services through the Separation Date (as reasonably determined in good faith Confirming Release that has been signed by Executive by the Board), your execution and non-revocation earlier of the Waiver and Release of Claims Agreement attached hereto as Exhibit A (the “Release”) and your continued compliance with the restrictive covenants (as described in Section 3 below), be entitled to receive (i) the payments termination of Executive’s employment with the Company and (ii) the Transition Completion Date and it is not subsequently revoked by Executive in accordance with Section 7 of the Confirming Release, (y) complies with or remains in compliance with all Company policies applicable to similarly situated Company employees, and (z) satisfies the other terms and conditions set forth in this Agreement, Executive shall receive the following consideration: (a) Capitalized terms used in this Section 2(a) but not defined in this Agreement shall have the meaning given them in the terms in the Company’s Executive Severance and Change and Control Plan as amended and restated as of April 1, 2018 (the “Severance Plan”). (i) If Executive has provided continual services pursuant to this Agreement throughout the Transition Period, then on the Transition Completion Date, any portion of Executive’s Awards (as defined in the LTI Plan) that were scheduled or would become eligible to vest during the twelve (12) month period immediately following the Transition Completion Date shall fully vest automatically without any further action by the Company or Executive. With respect to any Awards referenced in the previous sentence that are subject to performance-based vesting conditions, performance will be calculated based upon the actual performance of such Award (i.e., relative total shareholder return) as of the date of the Transition Completion Date, calculated in accordance with the terms and conditions of the LTI Plan and any individual Award agreements governing such Award. (ii) Upon Executive’s termination without Cause or Executive’s resignation following a Change of Control, Executive shall receive the benefits provided in Section 3(b) of the Severance Plan, and any portion of Executive’s Awards (as defined in the LTI Plan) that were scheduled or would become eligible to vest had Executive remained employed with the Company until the Transition Completion Date as set forth in Section 7.05(b2.(a)(i), shall fully vest automatically without any further action by the Company or Executive as if Executive had remained employed with the Company until the Transaction Completion Date. With respect to any Awards referenced in the previous sentence that are subject to performance-based vesting conditions, performance will be calculated based upon the actual performance of such Award (i.e., relative total shareholder return) as of the Employment Agreementdate of the applicable termination, which shall be subject to calculated in accordance with the terms and conditions of the Employment Agreement and, for LTI Plan and any individual Award agreements governing such Award. (iii) Until the avoidance of doubt, will consist earlier of (ai) continued base salary for 12 months following the Separation Date (termination of Executive’s employment with the “Transition Payment Period”), which equals an aggregate amount of $400,000, less applicable withholdings, and (b) reimbursement during the Transition Payment Period of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect, which shall be payable monthly; Company and (ii) (a) a prorated 2019 annual bonus based on actual individual and Company achievement targets as determined by the BoardTransition Completion Date, which Executive shall be payable within 30 days following eligible to receive the Separation Datebenefits, and if any, provided under the Severance Plan for an Eligible Employee that is not the Chief Executive Officer. (b) accelerated vesting of Capitalized terms used in this Section 2(b) but not defined in this Agreement shall have the following outstanding equity awards held by you, each of which, to the extent such award has not otherwise theretofore become vested, shall become vested on the Separation Date: (x) 78,350 options meaning given them in Funko, Inc., awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation 2007 Management and Key Individual Contributor Incentive Plan, and as amended (y) 8,620 restricted stock unitsthe “Bonus Plan”). During the Transition Period, awarded Executive remains eligible to you on June 27, 2018 participate in the Bonus Plan. If Executive receives an Individual Incentive Payment under the Bonus Plan for the second Plan Cycle of the Company’s 2018 Executive Compensation Plan (the payments and benefits set forth in (i) and (ii), collectively2021 fiscal year, the “Transition Benefits”)Executive’s Target Incentive Amount under the Bonus Plan shall be adjusted to use (1) the Executive’s Chief Executive Officer Base Salary and Target Incentive Factor for the portion of the second Plan Cycle during which Executive served as the Company’s Chief Executive Officer, plus (2) the Executive’s Executive Fellow Base Salary and Target Incentive Factor for the portion of the second Plan Cycle during which Executive served as an Executive Fellow. Other than Executive acknowledges and agrees that the equity awards consideration described in this Section 2 represents the immediately preceding sentenceentirety of the amounts Executive is eligible to receive as potential severance pay from the Company or any other Company Party, including under the LTI Plan and any that may vest in accordance with their terms prior to the Separation Date, all Company equity-based compensation awards held by you will be forfeitedSeverance Plan.

Transition Benefits. In addition to any payments As good and benefits due to you pursuant to Section 7.05(a) of the Employment Agreement, you will, subject to (and valuable consideration in consideration for) exchange for your satisfactory provision of the Transition Services through the Separation Date (as reasonably determined in good faith by the Board), your timely execution and non-revocation of the Waiver general release of claims set forth in Sections 17 and 18 of this Agreement in accordance with Section 25 herein, the Company will (a) pay you a lump sum of $100, within seven calendar days following the date that the release of claims in this Agreement becomes fully effective pursuant to Section 25 herein, (b) continue to employ you with your regular salary and benefits through the Transition Start Date, except as so limited by Section 6 herein, during which time you will perform such duties as are given to you by the Company and (c) engage you to provide certain transition services during the Transition Period in accordance with Section 2 herein. Further, in exchange for timely signing and not timely revoking each of this Agreement and the Release and contingent upon (a) you complying with the policies and responsibilities of Claims Agreement attached hereto your position as Exhibit A a Senior Vice President through the Transition Start Date in all material respects, as determined by the Company, (the “Release”b) you complying with your obligations set forth in this Agreement, and (c) your continued compliance employment with the restrictive covenants (as described Company through the Transition Start Date and transition services to the Company during the Transition Period in accordance with Section 2, following the Transition End Date, you will be eligible for the benefits set forth in Sections 3 below)and 4. You understand and agree that the compensation and benefits provided under this Agreement constitute all the compensation and benefits to which you are entitled, and you agree to waive any and all rights, benefits and privileges to severance or transition benefits you might otherwise be entitled to receive under any other Company policy, plan, agreement or arrangement, including, without limitation, the Company’s Executive Change in Control and Severance Plan, as amended and restated, effective as of September 27, 2021 and as may be further amended from time to time (i) the “Severance Plan”). You understand that the payments and benefits set forth described in Section 7.05(b) of this Agreement are not for wages the Employment Agreement, which shall Company concedes it owes you and are consideration for you timely signing and not timely revoking this Agreement or the Release. All payments under this Agreement will be subject to the terms of the Employment Agreement and, for the avoidance of doubt, will consist of (a) continued base salary for 12 months following the Separation Date (the “Transition Payment Period”), which equals an aggregate amount of $400,000, less applicable taxes and withholdings, and (b) reimbursement during the Transition Payment Period of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect, which shall be payable monthly; and (ii) (a) a prorated 2019 annual bonus based on actual individual and Company achievement targets as determined by the Board, which shall be payable within 30 days following the Separation Date, and (b) accelerated vesting of the following outstanding equity awards held by you, each of which, to the extent such award has not otherwise theretofore become vested, shall become vested on the Separation Date: (x) 78,350 options in Funko, Inc., awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan, and (y) 8,620 restricted stock units, awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan (the payments and benefits set forth in (i) and (ii), collectively, the “Transition Benefits”). Other than the equity awards described in the immediately preceding sentence, and any that may vest in accordance with their terms prior to the Separation Date, all Company equity-based compensation awards held by you will be forfeited.

Transition Benefits. In addition to any payments and benefits due to If you pursuant to Section 7.05(a) of timely, but no earlier than the Employment Separation Date, execute this Agreement, do not revoke your acceptance, and comply with your obligations under this Agreement, the Company will provide you willwith the following “Transition Benefits:” a. The Company will offer you the Consulting Agreement attached as Exhibit A (the “Consulting Agreement”). If you execute the Consulting Agreement within the timelines set forth herein, subject you will be deemed to (and in consideration for) have begun your satisfactory provision of the Transition Services through consulting relationship effective immediately upon the Separation Date (Date. If you then do not execute this Agreement, or execute but then revoke your acceptance of this Agreement, then the Consulting Agreement will automatically terminate, as reasonably determined in good faith by the Board), described therein. b. Subject to your execution and non-revocation of this Agreement, as soon as reasonably practicable following the Waiver and Release commencement of Claims your consulting arrangement under the Consulting Agreement attached hereto as Exhibit A (the “ReleaseConsulting Start Date”) and your continued compliance with the restrictive covenants (as described in Section 3 below), be entitled to but in no event later than three business days after the Consulting Start Date, you will receive (i) the payments and benefits set forth in Section 7.05(b) of the Employment Agreement, which shall be subject to the terms of the Employment Agreement and, for the avoidance of doubt, will consist of (a) continued base salary for 12 months following a nonqualified option to purchase 329,400 shares of the Separation Date Company’s common stock (“Common Stock”) at an exercise price per share of Common Stock equal to fair market value on the date of grant (“Transition Payment PeriodConsulting Option”), which equals an aggregate amount of $400,000, less applicable withholdings, and (b) reimbursement during 54,900 restricted stock units with respect to the Transition Payment Period Common Stock (the “Consulting RSUs”), in each case, subject to the terms and conditions of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect, which shall be payable monthly; and (ii) (a) a prorated 2019 annual bonus based on actual individual and Company achievement targets as determined by the Board, which shall be payable within 30 days following the Separation Date, and (b) accelerated vesting of the following outstanding equity awards held by you, each of which, to the extent such award has not otherwise theretofore become vested, shall become vested on the Separation Date: (x) 78,350 options in Funko, Inc., awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Plan, and (y) 8,620 restricted stock units, awarded to you on June 27, 2018 under the Company’s 2018 Executive Compensation Gain Therapeutics Inc. 2022 Equity Incentive Plan (the payments and benefits set forth in (i“2022 Plan”) and the applicable award agreements thereunder (ii), collectively, the “Transition BenefitsConsulting Award Documents”). Other than The Consulting Option and Consulting RSUs will vest and, as applicable, become exercisable in full on the equity awards described first (1st) anniversary of the Consulting Start Date, subject to your Continuous Service (as defined in Section 5(b)) through the vesting date and subject to the terms and conditions of the Consulting Award Documents; provided, that in the immediately preceding sentenceevent that (i) your Continuous Service terminates due to your death, and any that may vest Disability (as defined in accordance with their terms the 2022 Plan) or a termination of the Consulting Agreement by the Company other than due to a Material Breach (as defined in the Consulting Agreement) or (ii) a Change in Control (as defined in the 2022 Plan) occurs during your Continuous Service, in either case, prior to the Separation first (1st) anniversary of the Consulting Start Date, all Company equitythen the Consulting Option and Consulting RSUs will vest in full upon the occurrence of such termination or Change in Control, as applicable. c. Subject your execution and non-based compensation awards held by revocation of this Agreement, your Existing Option (as defined and set forth below) will continue in full force and effect and you will be forfeitedentitled to exercise the Existing Option (including, without limitation, via net settlement for purposes of paying exercise price and/or withholding taxes) at any time until the date that is eighteen (18) months following the cessation of your Continuous Service but in no event later than the original expiration date of your Existing Option.