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 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.