Common use of Transition Term Clause in Contracts

Transition Term. (a) From the Notice Date through the first to occur of (i) September 30, 2022, and (ii) the date that the Company notifies you in writing that a new Chief Financial Officer of the Company (“New CFO”) is appointed and ready to serve in such capacity (the “Resignation Date” and such term, the “Transition Term”), Executive shall continue as Chief Financial Officer as a full-time at-will employee of the Company and shall continue to have and perform such reasonable and lawful duties, responsibilities and authority as the Board of Directors (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Officer and (y) assisting the Company in the hiring or appointment of the New CFO (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with a company unaffiliated with the Company or Parent and has so notified the Company in writing, Company and Executive shall endeavor to expedite the timing of the Resignation Date to reasonably enable such contractually committed commencement date. During the Transition Term, Executive will perform the Transition Term Services in substantially the same manner and with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall continue to pay Executive a salary at an annual rate of $400,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Company’s standard payroll policies (the “Current Base Salary”). During the Transition Term, (i) Executive shall continue to be eligible to participate in the same employee benefit plans, programs and arrangements of the Company that Executive participated in on the Notice Date, subject to the terms and conditions of such plans and programs, (ii) Executive’s Options will continue in accordance with their terms and will continue to vest and become exercisable as a result of Executive’s continued service during the Transition Term; and (iii) Executive shall continue to be reimbursed for reasonable business expenses actually incurred by Executive in performing services as Chief Financial Officer in accordance with and subject to the terms and conditions of the applicable Company reimbursement policies, procedures, and practices as they may exist from time to time. (c) Promptly following the Notice Date and Company’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation and execution of (i) this Agreement and (ii) all other related documents. (d) If (i) Executive remains continuously employed by the Company through the Resignation Date, (ii) Executive executes the General Waiver and Release of claims in the form attached hereto as Exhibit A (the “Release”) within five (5) days following the end of the Advisory Term (as defined below) and (iii) Executive completes the Transition Term Services to the good faith reasonable satisfaction of the Company, Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 (the “2022 Bonus”), in an amount equal to $160,000, prorated based on achievement of certain performance milestones for calendar year 2022, as such achievement is determined by the Board. The 2022 Bonus, to the extent earned, will be paid in a lump sum as soon as practicable following the conclusion of the Advisory Term but in all events prior to March 15, 2023.

Transition Term. ​ (a) From Effective as of the Notice Date through Effective Date, Executive shall cease to serve as the first to occur of (i) September 30, 2022, and (ii) the date that the Company notifies you in writing that a new Company’s Chief Financial Officer of the Company (“New CFO”) is appointed and ready Treasurer and shall cease to serve in such any other officer or director capacity with the Company or any of its subsidiaries. From the Effective Date through July 23, 2021 (the “Resignation Date” and such term, the “Transition Term”), ) Executive shall continue as Chief Financial Officer as a full-time an , at-will non-officer employee of the Company and shall continue to have provide such duties and perform such reasonable and lawful duties, responsibilities and authority as may be reasonably requested by the Board of Directors (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to timeCompany, including (xi) the performance of some of Executive’s current duties and responsibilities responsibilities, as Chief Financial Officer directed by the Executive’s successor, and (yii) assisting the Company in the hiring or appointment transition of the New CFO duties to Executive’s successor (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with a company unaffiliated with the Company or Parent and has so notified the Company in writing, Company and Executive shall endeavor to expedite the timing of the Resignation Date to reasonably enable such contractually committed commencement date). During the Transition Term, Executive will perform the Transition Term Services in substantially the same manner and with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall continue to pay Executive a salary at an annual rate of $400,000, pro-rated for any partial period of service 280,000 and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Company’s standard payroll policies (the “Current Base Salary”). During the Transition Term, (i) Executive shall continue to be eligible to participate in the same employee medical, dental and health and welfare benefit plans, programs and arrangements of the Company plans that Executive participated in on the Notice Effective Date, subject to the terms and conditions of such plans and programsplans. During the Transition Term, (ii) the Executive’s Options will continue in accordance with their terms and outstanding stock options will continue to vest and become exercisable in accordance with previously granted vesting terms as a result of Executive’s continued service outlined in the relevant stock option agreements Executive has entered into with the Company. ​ (c) Nothing contained herein shall prohibit Executive from engaging in outside ​ ​ consulting services during the Transition Term; provided that, in any case, such outside consulting services do not exceed twenty (20) hours per week and do not materially interfere with Executive’s performance of duties under this Agreement and Executive continues to comply in full with Executive’s obligations under this Agreement and Executive’s obligations under the Executive’s Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement with the Company (iiicollectively, the “Restrictive Covenant Agreements”). ​ (d) On the Company’s first regular pay date that occurs at least five (5) days after the date of this Agreement, Executive shall continue to will be reimbursed for reasonable business expenses actually incurred paid a transaction bonus in the amount of $150,000 (reduced by Executive in performing services such withholdings and deductions as Chief Financial Officer in accordance with and subject required by law), which represents Executive’s unpaid portion of the transaction bonus related to the terms Trine Transaction (the “Transaction Bonus”). Executive acknowledges and conditions agrees that such Transaction Bonus represents settlement in full of the applicable Company reimbursement policies, procedures, and practices as they may exist from time all amounts owed to time. (c) Promptly following the Notice Date and Company’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation Trine Transaction. ​ (e) Executive acknowledges and execution agrees that neither Executive no longer serving as the Company’s Chief Financial Officer as of (i) the Effective Date nor any of the changes to Executive’s compensation or other terms and conditions of employment as provided for under this Agreement and (ii) all other related documents. (d) If (i) Executive remains continuously employed by shall constitute “Good Reason” under the Company through the Resignation Date, (ii) Executive executes the General Waiver and Release of claims in the form attached hereto as Exhibit A (the “Release”) within five (5) days following the end of the Advisory Term (as defined below) and (iii) Executive completes the Transition Term Services to the good faith reasonable satisfaction of the Company, Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 (the “2022 Bonus”), in an amount equal to $160,000, prorated based on achievement of certain performance milestones for calendar year 2022, as such achievement is determined by the BoardOffer Letter. The 2022 Bonus, to the extent earned, will be paid in a lump sum as soon as practicable following the conclusion of the Advisory Term but in all events prior to March 15, 2023.​

Transition Term. (a) From the Notice Date through the first to occur of (i) September 30, 2022, and (ii) the date that the Company notifies you in writing that a new Chief Financial Executive Officer of the Company (“New CFOCEO”) is appointed and ready to serve in such capacity (the “Resignation Date” and such term, the “Transition Term”), Executive shall continue as (i) Chief Financial Executive Officer of the Company as a full-time at-will employee of the Company and shall continue to have and perform such reasonable and lawful duties, responsibilities and authority as the Board of Directors of the Company (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Executive Officer of the Company and (y) assisting the Company in the hiring or appointment of the New CFO CEO (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with and (ii) a company unaffiliated with the Company or Parent and has so notified the Company in writing, Company and Executive shall endeavor to expedite the timing member of the Resignation Date to reasonably enable such contractually committed commencement dateBoard. During the Transition Term, Executive will perform the Transition Term Services in substantially the same manner and with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall continue to pay Executive a salary at an annual rate of $400,000573,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Company’s standard payroll policies (the “Current Base Salary”). During the Transition Term, (i) Executive shall continue to be (i) eligible to participate in the same medical, dental, health and welfare, and other employee benefit plans, plans and programs and arrangements of the Company that Executive participated in on the Notice Date, including life and disability insurance, retirement plan participation, and executive perquisites, subject to the terms and conditions of such plans and programs, programs and (ii) Executive’s Options will continue in accordance with their terms and will continue to vest and become exercisable as a result of Executive’s continued service during the Transition Term; and (iii) Executive shall continue to be reimbursed for reasonable business and necessary US-DOCS\121891979.9 expenses actually incurred by Executive in performing services as Chief Financial Executive Officer of the Company in accordance with and subject to the terms and conditions of the applicable Company reimbursement policies, procedures, and practices as they may exist from time to time. (c) Promptly following To the Notice Date and Company’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation and execution of (i) this Agreement and (ii) all other related documents. (d) If (i) Executive remains continuously employed by the Company through the Resignation Date, (ii) Executive executes the General Waiver and Release of claims in the form attached hereto as Exhibit A (the “Release”) within five (5) days following the end of the Advisory Term (as defined below) and (iii) Executive completes the Transition Term Services to the good faith reasonable satisfaction of the Companyextent unpaid, Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 2020 (the “2022 2020 Bonus”) in an amount determined by the Board based on actual performance for calendar year 2020. The 2020 Bonus will be paid in a lump sum at the same time 2020 annual bonuses are paid to other senior executives of the Company. (d) If Executive remains continuously employed by the Company through the Resignation Date, and provided that Executive completes the Transition Term Services to the reasonable satisfaction of the Company, Executive will be eligible to receive a pro-rata portion of Executive’s annual performance bonus for calendar year 2021 (the “2021 Bonus”), in an amount equal to $160,000, prorated the annual bonus amount determined by the Board based on achievement of certain actual performance milestones for calendar year 20222021, as such achievement multiplied by a fraction, the numerator of which is determined by the Boardnumber of days of the calendar year elapsed prior to the Resignation Date and the denominator of which is 365. The 2022 Bonus, to the extent earned, 2021 Bonus will be paid in a lump sum as soon as practicable following at the conclusion same time 2021 annual bonuses are paid to other senior executives of the Advisory Term Company, but in all events prior to no event later than March 15, 20232022.

Transition Term. (a) From the Notice Date through the first to occur of (i) September 30, 2022, and (ii) the date that the Company notifies you in writing that a new Chief Financial Officer Effective as of the Company (“New CFO”) is appointed Effective Date, Executive shall cease to serve as the Company’s President and ready shall cease to serve in such any other officer or director capacity with the Company or any of its subsidiaries. From the Effective Date through June 30, 2021 (the “Resignation Date” and such term, the “Transition Term”), ) Executive shall continue as Chief Financial Officer as a full-time (except as provided below), at-will non-officer employee of the Company and shall continue to have and perform provide such reasonable and lawful duties, responsibilities and authority as the Board of Directors (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Officer may be reasonably requested by the Company, including (i) [***] and (yii) assisting the Company in the hiring or appointment of the New CFO (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with a company unaffiliated with the Company or Parent and has so notified the Company in writing, Company and Executive shall endeavor to expedite the timing of the Resignation Date to reasonably enable such contractually committed commencement date[***]. During the Transition Term, Executive will perform the Transition Term Services in substantially the same manner and with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall continue to pay Executive a salary at an annual rate of $400,000360,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Company’s standard payroll policies (the ​ ​ “Current Base Salary”). During the Transition Term, (i) Executive shall continue to be eligible to participate in the same employee medical, dental and health and welfare benefit plans, programs and arrangements of the Company plans that Executive participated in on the Notice Effective Date, subject to the terms and conditions of such plans and programs, (ii) Executive’s Options will continue plans. Executive shall not be eligible to participate in accordance with their terms and will continue to vest and become exercisable as a result of Executive’s continued service any bonus program during the Transition Term; and (iii) Executive shall continue to be reimbursed for reasonable business expenses actually incurred by Executive in performing services as Chief Financial Officer in accordance with and subject to the terms and conditions of the applicable Company reimbursement policies, procedures, and practices as they may exist from time to time. (c) Promptly following During the Notice Date and CompanyTransition Term, Executive will comply in full with Executive’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation and execution of (i) obligations under this Agreement and Executive’s obligations under the Executive’s Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement with the Company (ii) all other related documents.collectively, the “Restrictive Covenant Agreements”). The parties hereby agree that for good and valuable consideration the obligations set forth in the Restrictive Covenant Agreement shall be in force for a period of 18 months from the Termination Date unless the Company terminates Executive’s employment prior to the last day of the Transition Term without Cause in which case the Restrictive Covenant Agreement shall be in force for a period of 12 months from the Termination Date. ​ (d) If the Company terminates Executive’s employment prior to the last day of the Transition Term without Cause, and subject to (i) Executive’s continued compliance with the Restrictive Covenant Agreements and (ii) Executive remains executing the Release within twenty one (21) days following the Termination Date and such Release becoming effective on the Subsequent Release Effective Date, the Company shall pay to Executive any unpaid portion of the Current Salary that would have been paid to Executive had Executive remained continuously employed by the Company through the Resignation Date, last day of the Transition and the Executive shall be entitled to the Severance and COBRA benefits set forth in Section 4 of this Agreement. ​ (iie) Executive executes acknowledges and agrees that neither Executive no longer serving as the General Waiver and Release of claims in the form attached hereto Company’s President as Exhibit A (the “Release”) within five (5) days following the end of the Advisory Term (as defined below) and (iii) Executive completes the Transition Term Services to the good faith reasonable satisfaction Effective Date nor any of the Company, Executive will be eligible changes to receive Executive’s annual performance bonus terms and conditions of employment as provided for calendar year 2022 (under this Agreement shall constitute “Good Reason” under the “2022 Bonus”), in an amount equal to $160,000, prorated based on achievement of certain performance milestones for calendar year 2022, as such achievement is determined by the BoardOffer Letter. The 2022 Bonus, to the extent earned, will be paid in a lump sum as soon as practicable following the conclusion of the Advisory Term but in all events prior to March 15, 2023.​

Transition Term. (a) From the Notice Date through the first to occur of (i) September 30, 2022, and (ii) the date that the Company notifies you in writing that a new Chief Financial Officer Effective as of the Company (“New CFO”) is appointed Effective Date, Executive shall cease to serve as the Company’s CMO and ready shall cease to serve in such any other officer or director capacity with the Company or any of its subsidiaries. From the Effective Date through April 30, 2022 (the “Resignation Date” and such term, the “Transition Term”), ) Executive shall continue as Chief Financial Officer as a full-time (except as provided below), at-will non-officer employee of the Company and shall continue to have and perform provide such reasonable and lawful duties, responsibilities and authority as the Board of Directors (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Officer and (y) may be reasonably requested by the Company, including assisting with the Company in the hiring or appointment transition of the New CFO marketing function to new leadership (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with a company unaffiliated with the Company or Parent and has so notified the Company in writing, Company and Executive shall endeavor to expedite the timing of the Resignation Date to reasonably enable such contractually committed commencement date). During the Transition Term, Executive will perform the Transition Term Services in substantially the same manner and with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall continue to pay Executive a salary at an annual rate of $400,000310,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Company’s standard payroll policies (the “Current Base Salary”). During the Transition Term, (i) Executive shall continue to be eligible to participate in the same employee medical, dental and health and welfare benefit plans, programs and arrangements of the Company plans that Executive participated in on the Notice Effective Date, subject to the terms and conditions of such plans and programs, (ii) Executive’s Options will continue in accordance with their terms and will continue to vest and become exercisable as a result of Executive’s continued service during plans. During the Transition Term; and (iii) Executive shall continue to be reimbursed for reasonable business expenses actually incurred by , Executive in performing services as Chief Financial Officer in accordance with and subject to not eligible for the terms and conditions of the applicable Company reimbursement policies, procedures, and practices as they may exist from time to time2022 bonus program. (c) Promptly following During the Notice Date and CompanyTransition Term, Executive will comply in full with Executive’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation and execution of (i) obligations under this Agreement and Executive’s obligations under the Executive’s Invention ​ and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement with the Company (ii) all other related documents.collectively, the “Restrictive Covenant Agreements”). The parties hereby agree that for good and valuable consideration the obligations set forth in the Restrictive Covenant Agreement shall be in force for a period of 12 months from the Termination Date. ​ (d) If the Company terminates Executive’s employment prior to the last day of the Transition Term without Cause, and subject to (i) Executive’s continued compliance with the Restrictive Covenant Agreements and (ii) Executive remains executing the Release within twenty one (21) days following the Termination Date and such Release becoming effective on the Subsequent Release Effective Date, the Company shall pay to Executive any unpaid portion of the Current Salary that would have been paid to Executive had Executive remained continuously employed by the Company through the Resignation Date, (ii) Executive executes the General Waiver and Release of claims in the form attached hereto as Exhibit A (the “Release”) within five (5) days following the end last day of the Advisory Term (as defined below) Transition and (iii) the Executive completes the Transition Term Services shall be entitled to the good faith reasonable satisfaction benefits set forth in Section 4 of the Company, Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 (the “2022 Bonus”), in an amount equal to $160,000, prorated based on achievement of certain performance milestones for calendar year 2022, as such achievement is determined by the Boardthis Agreement. The 2022 Bonus, to the extent earned, will be paid in a lump sum as soon as practicable following the conclusion of the Advisory Term but in all events prior to March 15, 2023.​

Transition Term. (a) From the Notice Effective Date through the first to occur of (i) September 30December 31, 2022, 2022 and (ii) the date that is 30 days following the Company notifies you date a successor (“New CFO”) commences employment in writing that a new the role of Chief Financial Officer of the Company (“New CFO”) is appointed and ready to serve in such capacity (the “Resignation Date” and such term, the “Transition Term”), Executive shall continue to serve as the Company’s Chief Financial Officer as a full-time at-will employee of the Company and shall continue to have and perform such reasonable and lawful duties, responsibilities and authority as the Board of Directors of the Company (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Officer and (y) assisting the Company in the hiring or appointment of the New CFO and the transition of duties to the new CFO (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with a company unaffiliated with the Company or Parent and has so notified the Company in writing, Company and Executive shall endeavor to expedite the timing of the Resignation Date to reasonably enable such contractually committed commencement date). During the Transition Term, Executive will perform the Transition Term Services in substantially the same manner and with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall continue to pay Executive a salary at an annual rate of $400,000415,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Company’s standard payroll policies (the “Current Base Salary”). During the Transition Term, (i) Executive shall continue to be eligible to participate in the same employee medical, dental and health and welfare benefit plans, programs and arrangements of the Company plans that Executive participated in on the Notice Effective Date, subject to the terms and conditions of such plans and programsplans. During the Transition Term, (ii) Executive’s Options restricted stock units will continue to vest in accordance with their terms as outlined in the relevant restricted stock unit agreement Executive has entered into with the Company. (c) Nothing contained herein shall prohibit Executive from interviewing and will continue to vest and become exercisable as a result of Executive’s continued service pursuing other employment opportunities during the Transition Term; and (iii) Executive shall continue to be reimbursed for reasonable business expenses actually incurred by Executive in performing services as Chief Financial Officer in accordance provided that such activities do not materially interfere with and subject to the terms and conditions Executive’s performance of the applicable Company reimbursement policies, procedures, and practices as they may exist from time to time. (c) Promptly following the Notice Date and Company’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation and execution of (i) duties under this Agreement and Executive continues to comply in full with Executive’s obligations under this Agreement and Executive’s obligations under the Executive’s Invention and Non-Disclosure Agreement (iithe “NDA”) all other related documentsand Non-Competition and Non-Solicitation Agreement with the Company (the “Non-Compete Agreement”, and together with the NDA, the “Restrictive Covenant Agreements”). (d) If (i) Executive remains continuously employed by the Company through the Resignation DateTransition Term, (ii) and provided that Executive executes completes the Services to the reasonable satisfaction of the Company and subject to Executive executing the General Waiver and Release of claims Claims in the form attached hereto as Exhibit A (the “Release”) within five (5) days following the end Resignation Date and such Release becoming effective upon expiration of any applicable revocation period set forth in the Advisory Term attached Exhibit A (as defined below) and (iii) Executive completes such effective date being the Transition Term Services to the good faith reasonable satisfaction of the Company“Subsequent Release Effective Date”), Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 (the “2022 Bonus”), in an amount equal to $160,000249,000, prorated based on achievement which represents Executive’s target bonus opportunity for the year at 60% of certain performance milestones for calendar year 2022, as such achievement is determined by the BoardCurrent Salary. The 2022 Bonus, to the extent earned, Bonus will be paid in a lump sum as soon as practicable following the conclusion Resignation Date. (e) Executive acknowledges and agrees that none of the Advisory Term but in all events prior changes to March 15, 2023Executive’s compensation or other terms and conditions of employment as provided for under this Agreement shall constitute “Good Reason” under the Offer Letter.