Sign-on Bonus. As soon as practicable after the Commencement Date, the Company shall pay to the Executive a cash bonus in the amount of $750,000 (the “Sign-On Bonus”) to replace the 2023 annual cash incentive the Executive was expected to earn from the Prior Employer; provided, that the Executive shall repay to the Company # one-hundred percent (100%) of the Sign-On Bonus if the Executive resigns from the Company without Good Reason (as defined below) or is terminated by the Company for Due Cause (as defined below) prior to the first anniversary of the Commencement Date, and # fifty percent (50%) of the Sign-On Bonus if the Executive resigns from the Company without Good Reason or is terminated by the Company for Due Cause on or after the first anniversary of Commencement Date but prior to the second anniversary of the Commencement Date.

Sign-On Bonus. On the first payroll date following the Effective Date, the Company shall pay Executive a one-time sign on bonus of $150,000, less applicable withholdings (the “Sign On Bonus”). Notwithstanding the foregoing, Executive acknowledges and agrees that the Sign On Bonus shall not be earned to any extent prior to the first anniversary of the Effective Date and will only be earned on the first anniversary of the Effective Date if Executive remains continuously employed with the Company through such date. In the event Executive’s employment with the Company is terminated by the Company for Cause or by Executive without Good Reason (each, as defined below), in either case, prior to the first anniversary of the Effective Date, Executive hereby agrees to repay the amount of the Sign-On Bonus received by Executive to the Company within sixty (60) days following Executive’s termination.