Long Term Incentive. You are be eligible, subject to your continued employment by the Company, to participate in such long-term incentive programs that are made available at the level determined by the Committee, in its discretion, consistent with your role and responsibilities as an Executive Vice President of the Company. For 2021, that participation is as follows: an equity grant of 40,000 Restricted Stock Units (“RSUs”) and 10,000 Performance Stock Units (“PSUs”), with the PSUs leveraging from 0% to 500%, based on the Company’s 2021 U.S. revenue growth (with the maximum units achieved at 50% year-over-year growth). The RSUs and (if earned) PSUs will vest ratably over three (3) years, with the first vesting occurring on the one-year anniversary of the grant date.

Long-Term Incentive. Executive shall be entitled to participate in the Company’s long-term incentive compensation program, as such program may exist from time to time, at a level commensurate with that being offered to other executives of the Company at the level appropriate for his position. Executive acknowledges that the amount of long-term incentive compensation, if any, to be awarded shall be at the sole, good faith discretion of the Board or a committee of the Board, and will be based on a number of factors determined by the Board or a committee of the Board for the applicable performance period, including the Company’s performance in connection with, among other factors, the clinical program, regulatory filings, commercialization and/or sales, and Executive’s individual performance. Any long-term incentive compensation earned for the applicable performance period shall be paid within the first two-and-a-half (2½) months of the calendar year immediately following the calendar year in which the applicable performance period ends. Except as otherwise in Sections 3(b)(ii), 3(b)(iii), and 3(b)(iv), Executive must be employed by the Company on the last date on which any portion of the long-term incentive compensation is due or vested to receive such long-term incentive compensation.

During the Employment Period, the Executive shall be eligible for equity grants under the [[Company:Organization]], Inc. Amended and Restated 1997 Stock Incentive Plan or any successor plan or plans, having such terms and conditions as awards to other peer executives of the Company, as determined by the Compensation Committee in its sole discretion, unless the Executive consents to a different type of award or different terms of such award than are applicable to other peer executives of the Company. Nothing herein requires the Compensation Committee to grant the Executive equity awards or other long-term incentive awards in any year. For the avoidance of doubt, the Executive shall not be eligible to receive any additional equity grants from the company with respect to calendar year 2018.

Long Term Incentive Plan. For each fiscal year during the Employment Period, Executive shall be eligible to participate in the Company’s Long Term Incentive Plan, as it may be amended from time to time. Pursuant to the Long Term Incentive Plan (the “LTIP”), Executive shall be entitled to receive annual equity grants, at such time as annual equity grants are made to other executives, in such amounts, types and terms as determined in the sole discretion of the Board based on Executive's individual performance and the performance of the Company; provided, however, that the Executive’s annual target shall be in an amount equal to one hundred and seventy-five percent (175%) of his Base Salary based upon the achievement of certain performance metrics. The terms and conditions of the annual equity grant will be established by the Board at the time of the grant and will be subject to the terms of the Company's applicable equity plan and form of equity award agreement. Annual equity grants shall be subject to reevaluation each performance period based on peer market data and shall be subject to the sole discretion of the Board.

For the year 2020, the Executive shall be granted a stock incentive grant in February 2020 (if a new grant is introduced by the Board of Directors) at a level approved by the Board of Directors.

Long Term Incentive. Commencing with the Company’s fiscal year starting January

Long-Term Incentive Compensation. The Executive shall be eligible to receive annual long-term incentive awards as the Compensation Committee deems appropriate.

Long-Term Incentive Awards. Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual [[Bank:Organization]] awards (“Annual [[Bank:Organization]] Awards”) under Parent’s [[Bank:Organization]] incentive plan (the “[[Bank:Organization]] Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual [[Bank:Organization]] Awards will have a targeted grant date fair value equal to 55% of Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual [[Bank:Organization]] Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual [[Bank:Organization]] awards made to the [[Bank:Organization]] Group’s other similarly situated employees. Any such Annual [[Bank:Organization]] Awards will be subject to the terms and conditions of the [[Bank:Organization]] Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

Throughout the duration of this Agreement, the Executive shall be eligible to participate in the Company’s Long-Term Incentive Plan at 165% of base salary in accordance with the Company’s criteria, which will include both a service-based component and a performance-based component. At the expiration of this

Long-Term Incentive Plan. The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board of Directors of the Company (the “Board”) or the Compensation Committee, in its sole discretion, may approve.