Annual cash bonuses and any equity awards will be determined at the end of the year.

Base Compensation shall mean the annual base salary payable by the Employer to the Executive, excluding any bonuses, incentive compensation and other forms of additional compensation.

Bonus. Executive will be eligible for an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

Your target annual incentive will remain 60% of your annualized base salary. For 2022, the calculation of your annual incentive will be prorated based on ten (10) months of your previous base salary and two (2) months at this new base salary. Consistent with Airgain’s annual incentive plan, all bonuses are discretionary based on company, individual, and/or team performance, and should not be considered guaranteed. The annual incentive period is January 1 - December 31 each calendar year, and bonuses payment, if any, are generally made in the first quarter of the year following the bonus period (e.g., 2022 bonuses, if any, would be paid in [[Unknown Identifier]] 2023). Employees must be active employees in good standing at the time of payout to be eligible for the bonus payout. [[Organization A:Organization]] also reserves the right to change or modify the bonus plan at any time.

increase the annual level of compensation of any person, materially increase the annual level of compensation of any other employee or grant any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any employee, officer, director or consultant;

NAPCO is pleased to extend, and desires to formalize, a two-year Employment Agreement (from August 16, 2022 through August 15, 2024 at your annual salary of $361,036.92, but subject to discretionary salary increases and bonuses during each of your annual performance evaluations.

“Bonus Compensation” means the portion of an Eligible Employee’s Compensation derived from regular incentive programs sponsored by the Company, including the corporate annual bonus and the field management bonus (but excluding spot bonuses, ad hoc bonuses, and other discretionary and non-discretionary bonuses that are not part of a regular incentive program). Bonus Compensation for a Plan Year shall refer to amounts earned with respect to such Plan Year, even if paid after the end of the Plan Year.

Annual Award. On the first Trading Day immediately following each Annual Meeting of the Company’s stockholders (an “Annual Meeting”) that occurs after the Effective Date, each Outside Director who has been serving as an Outside Director for at least six (6) months as of the date of such Annual Meeting automatically will be granted an award of Options (an “Annual Award”) to purchase a number of Shares having a Value of $379,000, with any resulting fraction rounded down to the nearest whole Share. Each Annual Award will be scheduled to vest on the earlier of # the one-year anniversary of the date the Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, in each case, subject to the Outside Director continuing to be Service Provider through the applicable vesting date.

Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $35,000 for service on the Board.

Annual RSUs. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”) on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well.