Equity Awards. During the Transition Period, Executive’s outstanding equity awards, including any options to purchase shares of Company common stock, Company restricted stock units and Company restricted stock, (collectively, “Equity Awards”) shall continue to vest and, if applicable, become exercisable and the restrictions thereupon lapse in accordance with their original vesting schedules. Vesting of Executive’s Equity Awards shall cease effective as of the Separation Date and any unvested shares underlying the Equity Awards as of such date shall automatically terminate. Executive’s rights with respect to the exercise of vested options shall continue to be governed by and subject to the terms and conditions of the related stock option agreement or any other applicable equity plans/agreements under which they were granted.

Equity. Each of Executive’s then outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable as to 100% of the total shares underlying the Equity Award. For awards that would otherwise vest only upon satisfaction of performance criteria, the foregoing acceleration shall be based on achievement of performance criteria at target, except to the extent otherwise provided in the award agreement evidencing such award. “Equity Awards” means all options to purchase shares of Company common stock as well as any and all other stock-based awards granted to the Executive, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights. Subject to Section 4, the accelerated vesting described above shall be effective as of the Separation.

Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Date of Termination, to become fully vested and, if applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with respect to all of the shares of the Company’s common stock subject thereto.

Executive and the Company agree that Executive has certain equity awards outstanding which are and shall remain subject to certain vesting conditions as of the Separation Date, and that Executive’s rights and interests under such equity awards will be determined pursuant to the terms of the relevant award agreements based on the terms and conditions thereof. All long-term incentive awards subject to vesting after the Separation Date will terminate unvested and be forfeited in accordance with the terms of the relevant award agreements for such awards.

The Company shall cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Date of Termination, to become fully vested and, if applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with respect to all of the shares of the Company’s Common Stock subject thereto.

Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Date of Termination, to become fully vested and, if applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with respect to all of the shares of the Company’s Common Stock subject thereto.

Equity. Each of Executive’s then outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable as to 100% of the then unvested shares underlying the Equity Award. For awards that would otherwise vest only upon satisfaction of performance criteria, the foregoing acceleration shall be based on achievement of performance criteria at target, except to the extent otherwise provided in the award agreement evidencing such award. “Equity Awards” means all options to purchase shares of Company common stock as well as any and all other stock-based awards granted to the Executive, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights. Subject to Section 4, the accelerated vesting described above shall be effective as of the Separation.

Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Date of Termination, to become fully vested and, if applicable, exercisable with respect to all of the shares of the Company’s Common Stock subject thereto.

Equity Awards. All outstanding Equity Awards subject to time-based vesting will vest as to that portion of the Equity Award that would have vested through the forty-eight (48) month period from Executive’s termination date had Executive remained employed through such period. Additionally, unless otherwise provided in the applicable award agreement, Executive will be entitled to accelerated vesting as to an additional 100% of the then unvested portion of all of Executive’s outstanding Equity Awards that are scheduled to vest pursuant to performance-based criteria, if any. Executive will have one (1) year following the date of his or her termination in which to exercise any outstanding stock options or other similar rights to acquire Company common stock; provided, however, that such post-termination exercise period will not extend beyond the original maximum term of the stock option or other similar right to acquire Company common stock.

Equity Awards. The parties acknowledge and agree that: # the Company has previously granted to Executive the incentive stock options, nonqualified stock options, and restricted stock awards as set forth on Exhibit A (the “Equity Awards”); # as of the Separation Date, Executive had not vested in such portion of these Equity Awards set forth on Exhibit A under the column entitled “Unvested Shares as of 2/5/2021”; # the 4,711 unvested restricted shares subject to the restricted stock award granted to Executive on May 15, 2020 (as set forth on Exhibit A) (the “Advisory Shares”) shall remain outstanding and eligible to vest during the Advisory Period as set forth in Section 4(b) below and shall not by virtue of Executive’s employment termination be forfeited or canceled, and # all of the Equity Awards (except for the Advisory Shares), to the extent unvested as of the Separation Date, together with any other unvested equity incentives or awards issued or promised by the Company or any of its affiliates (in each case, if any) shall, as of the Separation Date, be forfeited and canceled on the Separation Date without payment therefor.

Each outstanding equity award, including, without limitation, each stock option, restricted stock unit award and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the six (6) months immediately following Executive’s Covered Termination had Executive’s employment continued during such six (6) month period. In addition, each stock option held by Executive as of the date of Executive’s Covered Termination shall remain exercisable until the earlier of # the first anniversary of the date of Executive’s Covered Termination or # the original expiration date of the stock option.