Equity Awards. Each then-outstanding and unvested Equity Award held by the Participant shall automatically become vested, and if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall lapse, in each case with respect to 100% of the shares underlying his or her outstanding Equity Awards as of the date of the Covered Termination for all Participants; provided that any performance-based vesting criteria shall be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award. Any award that is not assumed or substituted for following a Change in Control shall accelerate in full; provided that any performance-based vesting criteria shall be treated in accordance with the applicable award agreement or other applicable equity incentive plan governing the terms of such equity award.

Subject to the approval of the Compensation Committee (the “Committee”), Executive will be granted a one-time award of restricted stock units (“RSUs”) having an approximate grant date value equal to $800,000. The number of RSUs shall be calculated on the closing price per share of the Company’s common stock as of the date of grant. The RSUs vest over four years based on satisfaction of time and service-based requirements as follows: 25% will vest on the first anniversary of the vesting commencement date (as determined by the Committee) and 1/16th of the RSUs will vest every three months thereafter on the same day of the month, subject to Executive continuing to be a service provider to the Company through each such date. The RSUs will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and form of RSU agreement (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date the RSUs are granted.

Equity Awards. In connection with Executive’s employment hereunder, and subject to the approval of the Board (or a committee thereof) and the Company’s stockholders (to the extent necessary), as soon as practicable (but in all events within ten (10) business days) following the Effective Date, Executive shall be granted a nonqualified option with respect to 250,000 options to purchase shares of the Company’s common stock, under the Company’s 2017 Equity Compensation Plan, as amended (the “Equity Plan”) and which will have terms and conditions set forth in the Equity Plan, the Company’s form Option Agreement (as defined in the Equity Plan), and this Agreement (the “Option Award”). The Option Award will vest in three (3) substantially equal installments at the end of each of the Company’s first through third fiscal years beginning on December 31, 2024 and ending on December 31, 2026.

Subject to the approval of the Compensation Committee (the “Committee”), Executive will be granted a one-time award of restricted stock units (“RSUs”) having an approximate grant date value equal to $1,200,000. The number of RSUs shall be calculated on the closing price per share of the Company’s common stock as of the date of grant. The RSUs vest over four years based on satisfaction of time and service-based requirements as follows: 25% will vest on the first anniversary of the vesting commencement date (as determined by the Committee) and 1/16th of the RSUs will vest every three months thereafter on the same day of the month, subject to Executive continuing to be a service provider to the Company through each such date. The RSUs will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and form of RSU agreement (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date the RSUs are granted.

Equity Awards. In connection with the commencement of the Executive’s employment hereunder, subject to the approval by the Committee, the Executive shall be granted # an option to purchase 300,000 shares of common stock of the Company with an exercise price equal to the fair market value of a share of common stock of the Company on the date of grant and # an award of 100,000 restricted stock units (the “RSUs”). To the maximum extent permitted under applicable law, the stock option will be an Incentive Stock Option that vests in equal annual increments over three years, with 100,000 options vesting on each of the first, second and third anniversary of the Effective Date. The RSUs will vest 100% in a single installment on the one-year anniversary of the Effective Date. These equity grants will be made under and subject to the terms of the Agenus Inc. 2019 Equity Incentive Plan and the applicable award agreements thereunder. At the discretion of the Committee, the Executive may be granted additional options to purchase shares of stock of the Company in the future, but nothing herein shall guarantee or require the Company to grant the Executive additional options or other equity incentive awards. Any options or other equity incentive awards granted to the Executive shall be governed by the terms of the applicable Company equity incentive plan, as amended from time to time, and any certificate or award agreement thereunder, and other restrictions generally applicable to Company stock options or other equity incentive awards.

Subject to the approval of the Compensation Committee (the “Committee”), Executive will be granted a one-time award of 34,081 restricted stock units (“RSUs”) having an approximate grant value equal to $1,200,000 calculated based on the time of determination. The RSUs vest over three years based on satisfaction of time and service-based requirements as follows: 1/3rd of the RSUs will vest on each anniversary of the vesting commencement date (as determined by the Committee), subject to Executive continuing to be a service provider to the Company through each such date. The RSUs will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and form of RSU agreement (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date the RSUs are granted.

On Executive’s Start Date, Executive will be granted an award of Restricted Stock (the “RSA”) with respect to shares of the Company’s common stock having an approximate grant date value equal to $750,000. The number of shares of the Company’s common stock subject to the RSA shall be calculated on the closing price per share as of Executive’s Start Date. 50% of the RSA vests over four years based on satisfaction of time and service-based requirements as follows: 25% will vest on the first anniversary of December 1, 2018 and 1/16th of the RSUs will vest every three months thereafter on the same day of the month, subject to Executive continuing to be a service provider to the Company through each such date. The remaining 50% of the RSA vests over three years based on the satisfaction of time and service-based requirements and achievement of a company performance goal (operating income) on the same terms and conditions as applicable the performance-based equity grants made to the Company’s senior executive officers in 2018. The RSA will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and forms of RSA (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date Executive’s RSAs are granted.

Equity Awards. The Executive shall be eligible to receive equity awards and, as of the Effective Date, Executive would be issued options to acquire 19,000 unrestricted shares of Addus common stock and granted 2,900 restricted shares of Addus common stock (the “Initial Grants”). The Initial Grants vest annually over a four-year period, subject to the terms and conditions set forth in the Company’s stock incentive plan and the respective stock agreements.

Subject to the approval of the Compensation Committee (the “Committee”), Executive will be granted a one-time award of restricted stock units (“RSUs”) having an approximate grant date value equal to $400,000. The number of RSUs shall be calculated on the closing price per share of the Company’s common stock as of the date of grant. The RSUs vest over four years based on satisfaction of time and service-based requirements as follows: 25% will vest on the first anniversary of the vesting commencement date (as determined by the Committee) and 1/16th of the RSUs will vest every three months thereafter on the same day of the month, subject to Executive continuing to be a service provider to the Company through each such date. The RSUs will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and form of RSU agreement (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date the RSUs are granted.

Subject to the approval of the Compensation, Nominating and Governance Committee (the “Committee”), Executive will be granted an award of restricted stock units (“RSUs”) having an approximate grant date value equal to $700,000. The number of RSUs shall be calculated on the closing price per share of the Company’s common stock as of the date of grant. The RSUs vest over four years based on satisfaction of time and service-based requirements as follows: 25% will vest on the first anniversary of the vesting commencement date (as determined by the Committee) and 1/16th of the RSUs will vest every three months thereafter on the same day of the month, subject to Executive continuing to be a service provider to the Company through each such date. The RSUs will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan and form of RSU agreement (collectively, the “Stock Agreements”), in each case, which will be made available to Executive following the date the RSUs are granted.