all Company equity awards that have been previously granted to Executive by Company that vest solely on the basis of Executive’s continued employment, including the Initial RSUs and the Make-Whole RSUs, that are then outstanding and unvested as of immediately prior to such termination will vest in full;

Equity Vesting. If # the Company does not renew the Agreement at the end of the Original Term or any Renewal Term, # the Employment is terminated by the Company other than for Cause or # the Executive resigns for Good Reason, then the Executive shall vest upon such termination of Employment in any restricted stock, stock option or other equity compensation awards granted by the Company that were otherwise scheduled to vest within six (6) months after the Termination Date. The provisions of this Section 6.3 shall control except to the extent that the provisions of the applicable restricted stock, stock option or other equity award are more favorable. Any post-employment exercise period for vested stock options shall continue to be governed by the terms of the applicable equity compensation plan and award agreement.

Equity Vesting. In the event the Non-CIC Qualified Termination is on account of the Executive’s death or Disability, then all of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the Non-CIC Qualified Termination.

Equity Vesting. All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

Equity Vesting. During the Consultation Period, the Consultant’s Equity Awards will continue to vest and be exercisable in accordance with the terms of the applicable agreements and plan documents. Vesting will cease immediately upon termination of this Agreement for any reason in accordance with Section 3 below. Following the end of the Consultation Period, the Consultant may exercise any stock options that have vested and become exercisable as of the last day of the Consultation Period, in accordance with and subject to the applicable option agreements and plan documents (provided that no option shall be exercisable later than the end of the original expiration date of such option).

Equity Vesting Acceleration. Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at target. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre‑CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of # sixty (60) days following the Qualifying Termination or # the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre‑CIC Termination can be provided if a Change in Control occurs within sixty (60) days following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within sixty (60) days following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the sixtieth (60th) day following the date of the Qualifying Termination without having vested.

the Initial RSUs and the Make-Whole RSUs, to the extent outstanding and unvested as of immediately prior to such termination, will vest in full;

Equity Vesting. In full consideration of the services performed by the Consultant under this Agreement, and for so long as the Consultant provides services to the Company pursuant to this Agreement, any and all outstanding and unvested equity awards (options, restricted stock and RSUs) granted to the Consultant by the Company when he was a employee of the Company will continue to vest in accordance with and subject to the terms of the applicable equity plans and award agreements. Vesting will cease immediately upon termination of this Agreement for any reason in accordance with Section 4 below. The Consultant shall have three (3) months following the last day of the Consultation Period to exercise any stock options that have vested and become exercisable as of such date in accordance with and subject to the applicable equity plans and stock option award agreements.

The consulting fee will be at the monthly rate of $31,250.00 (annualized to $375,000.00), to be paid in installments, in accordance with the Company’s regular payroll practices. These payments will be made directly to Bethesda Biomedical Consulting, Inc. Such base consulting fee may be adjusted from time to time in accordance with normal business practice and in the sole discretion of the Company. As a consultant to the Company, the Consultant will retain rights to any vested stock options that were received and vested during his employment as Chief Medical Officer for the Company, and all stock options awarded prior to this consultancy will continue to vest according to the original vesting schedule, up until the time that this agreement is terminated. Upon termination of this agreement, the period within which to exercise the Stock Options shall be subject to the terms set forth in the Non-Qualified Stock Option Agreement, the Incentive Stock Option Agreement and the Cullinan Management 2021 Stock Option and Incentive Plan.

Equity Vesting. Each of Employee’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 unvested shares subject to the equity award, except any award granted after the Effective Date that explicitly overrides this provision in writing. Subject to Employee’s compliance with Section 11(f) below, the accelerated vesting described in this paragraph shall be effective as of the date of Employee’s termination. For purposes of this Section, any equity awards subject to performance-based vesting shall accelerate based on target performance. Notwithstanding anything herein to the contrary, nothing in the Agreement shall limit the Company’s ability to accelerate vesting and/or exercisability of outstanding equity awards pursuant to the terms of the applicable equity incentive plan of the Company. In order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in the applicable equity incentive plan of the Company or the applicable equity award agreements that provide that any then unvested portion of Employee’s award will immediately expire upon Employee’s termination of service, Employee’s equity awards shall remain outstanding following Employee’s termination under this Section 11(c) to give effect to such acceleration as necessary; and