Commencement of Employment. Your employment with the Company as Chief Executive Officer and President will start on or before May 1, 2017 or such earlier date as you may be able to initiate employment (the “Start Date”). Prior to commencing employment you agree to make yourself available for various internal meetings and discussions. You will work at the Company’s headquarters, currently Menlo Park, California.

Unless otherwise stated in this Agreement, the term of this Agreement shall commence upon the Effective Date and continue in effect until the Effective Termination Date.

Unless otherwise stated in this Agreement, the term of this Agreement shall commence upon the Effective Date and continue in effect until the Effective Termination Date, Executive represents and agrees that, for planning purposes, unless otherwise stated in this Agreement, Executive desires to be advised by [[Organization A:Organization]] whether Executive’s employment as a Managerial Employee would likely be continued or not, at least six months before the end of the Term either under the same terms as this Agreement, or under a new agreement, (“Advisory Opinion”).

Under this Agreement, the [[Organization A:Organization]] employs the Executive as a Managerial Employee. In the event that the Executive ceases to be employed as a Managerial Employee under the terms and conditions of this Agreement, this Agreement is terminated.

As a condition of Executive’s employment with the Company, Executive shall enter into an Employment, Confidentiality and Non-Competition Agreement (the “Confidentiality and Non-Competition Agreement”) which was provided to her on March 24, 2022 and will take effect as of the Executive’s Employment Commencement Date (as defined below).

Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Executive’s Representations. Executive hereby represents and warrants to the Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; # Executive is not subject to or bound by any employment or severance agreement with, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that shall prevent, restrict, or otherwise interfere with Executive’s employment with the Company or the performance of Executive’s duties hereunder; and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with the terms of this Agreement. Executive agrees to indemnify, defend and hold harmless the Company and its respective employees, officers, directors, managers, partners, stockholders, members, successors, and assigns from and against and be liable for all damages sustained or incurred by any such Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of Executive’s representations and warranties under this Section 8.

Required Commencement Date. A Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Commencement Date.

Commencement of Benefits. Subject to [Sections 4.02] [(a) through (f)], supplemental retirement benefits shall be paid or commence to be paid to an eligible Participant as of the first day of the month following Termination of Employment and if applicable terminating with the month in which the death of such Participant occurs; provided, however, that supplemental retirement benefits shall be paid or commence to be paid to a Specified Employee on the first day of the seventh month following the Participant’s Termination of Employment with the present value of a Lump Sum Payment referred to in [Section 4.02(a)] determined based on the Participant’s age on the first day of the seventh month following the Participant’s Termination of Employment and the actuarial assumptions in effect on the first day of the month following the Participant's Termination of Employment and in the case of payments made in the form of an annuity shall include any payments that would have been made between the Participant’s Termination of Employment and the actual commencement of payment if the Participant had not been a Specified Employee. Notwithstanding the foregoing, to the extent required by [Section 4.02(b)], payment of a Participant's supplemental retirement benefit shall commence or be made on the date that is five years from the date payment would otherwise commence or be made under this [Section 4.01].

Notwithstanding any other provision of the Agreement to the contrary, in the case of Specified Employees (as defined under Section 409A of the Code) receiving benefits as a result of Retirement, the payment shall not be made before the date that is six (6) months after the date of separation from service (or, if earlier, the date of death of the Specified Employee). The manner of commencement and date of commencement shall be determined by the Board of Directors consistent with any rules promulgated under Section 409A and valid regulations issued thereunder. For example, the arrangement could provide to the extent consistent with those rules, that payments to which a Specified Employee would otherwise be entitled to receive during the first six (6) months following the date of separation from service would be accumulated and paid at another specified date such as the first date of the seventh month following the date of separation from service.

Executive’s Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and preparation of this Letter Agreement and associated estate planning services, but in no event shall such payment exceed the sum of Three Thousand dollars ($3,000).

Executive’s employment hereunder shall terminate automatically upon Executive’s death during the Employment Term, and the Company or Executive may terminate Executive’s employment on account of Executive’s Disability.

Sign-On Compensation. In consideration of the commencement of Executive’s employment hereunder the Executive will receive a time-based restricted share award granted effective on the commencement of employment, with a grant date fair market value equal to ​, the number of shares to be determined by dividing such amount by the average closing share price of the Company’s common stock as reported on the NASDAQ for the 30 days immediately prior to the Execution Date, with vesting to occur in three equal installments on each of the first three anniversaries of the grant date (the “Initial Equity”), subject to Executive’s continued employment through each applicable vesting date. The Initial Equity shall # be issued under the ​ 2016 Equity Incentive Plan (as amended from time to time, the “EIP”) and # be subject to the Company’s standard form of time-based restricted share award agreement under the EIP. The Initial Equity shall be subject to accelerated vesting in the event of Executive’s death, Disability (defined below), an Involuntary Termination (defined below), or a Change in Control (defined below).

Termination of Employment Upon Executive’s Death or Disability. Notwithstanding anything to the contrary in [Section 2] (Term), Flagship may terminate the Executive’s employment with Flagship under this Agreement and the Term hereunder upon the Executive’s death or Disability as follows:

If at any time during the Term, the Executive’s is terminated as a Managerial Employee due to the death of the Executive, then the Employment Termination Date is the date of death of the Executive. [[Organization A:Organization]] shall pay the Executive’s estate the following Additional Benefits: Extension of Exercise Rights, Long Term Employee Exercise Rights, and Restricted Stock Benefit.

Change in Executive’s Position. In the event that ​ transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with ​, the restrictions and post-termination obligations set forth in [Sections 10 through 15] of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with these obligations.

a relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty (30) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation.