Opportunity. During the Employment Period, Executive shall submit to the Board all material investment or business opportunities of which he becomes aware that would customarily be brought to the attention of a board of directors and which are within the scope and investment objectives of Acadia or any of the Subsidiaries.

Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional basis from the Transition

Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 1 above, Employee will continue employment with [[Sarcos:Organization]] on a transitional, at-will basis from the Effective Date of this Agreement until the Termination Date (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee will perform duties related to the transitioning of Employee’s responsibilities, in all cases as directed by the Company in its sole discretion (the “Transition Duties”). Notwithstanding, nothing in this Agreement shall preclude Employee from providing consulting services to any other entity during the Transition Period, subject to Employee’s compliance with the Intellectual Property Agreement and further subject to such outside consulting services not being in conflict with Employee’s fiduciary duties to the Company. Employee shall not report to [[Sarcos:Organization]] facilities during the Transition Period, except as requested by or with the prior consent of the Company. During the Transition Period, Employee will continue to be a full-time employee and receive Employee’s regular base salary in effect as of the date of this Agreement, less applicable withholdings. During the Transition Period, Employee will be eligible to participate in the then-available Company benefits and plans, at the same level as Employee would have been eligible to participate in such plans immediately prior to the start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans. Notwithstanding the foregoing, the Parties acknowledge and agree that during the Transition Period # Employee shall not be eligible to participate in the Company’s bonus programs, # Employee shall not be eligible for any compensation increase, and # Employee shall not be eligible for any new stock option, restricted stock unit, or other equity grants. Employee shall continue to vest in his outstanding equity grants in accordance with their terms until the Termination Date. [[Sarcos:Organization]] and Employee agree that, unless Employee’s employment is terminated by the Company for Cause (as defined in the Employment Agreement) or Employee resigns without Good Reason (as defined in the Employment Agreement), and subject to the provisions of this Agreement, Employee shall be entitled to the Severance benefits provided by this Agreement following the Termination Date if Employee executes and does not revoke the Supplemental Release (as defined below) and the Supplemental Release becomes effective and irrevocable no later than sixty (60) days following the Termination Date or such earlier date specified in the Supplemental Release (the “Supplemental Release Requirement”). For the avoidance of doubt, the changes in Employee’s duties, authorities, or responsibilities contemplated in this Agreement will not trigger the Employee’s right to terminate his employment with the Company for Good Reason (as defined in the Employment Agreement by and between the Company and Employee dated September 24, 2021 (the “Employment Agreement”)) under the Employment Agreement.

Transition. coordinating post-termination transition activities pursuant to Section 9.3.2 (Transition).

Transition. Each Party shall use Commercially Reasonable Efforts to cooperate with the other Party to effect a smooth and orderly transition in the Development and Commercialization of the Products in the Territory during the notice and wind-down periods. AcelRx shall provide reasonable transition support to enable Aguettant to assume all Commercialization responsibility. AcelRx shall, at Aguettant’s request, assign to Aguettant all Third Party contracts, including contracts with Distributors, to the extent related to the Products, and if any such contract is not assignable, and if such Third Party agrees to it, AcelRx shall introduce Aguettant to such Third Party, and shall ensure that Aguettant and such Third Party are in contact, to facilitate the discussions regarding the relationship between Aguettant and such Third Party after the Term of the Agreement.

Transition. Each of the Company and Executive shall use their respective reasonable efforts to cooperate with each other in good faith to facilitate a smooth transition of Executive’s duties to other executive(s) of the Company. Without limiting the foregoing, Executive shall be available, on a non-exclusive basis, to respond to, and shall respond with reasonable promptness and completeness to, e-mail and telephone inquiries from the Company regarding transitional matters provided that such inquiries would not interfere in any significant manner with other business pursuits (including other employment) by Executive. For the avoidance of doubt, nothing in this [Section 6(b)] shall entitle Executive to the vesting of any stock options or otherwise prevent Executive’s unvested stock options from terminating effective as of the Retirement Date.

Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional basis from [February , 2021] (the “Transition Date”) until, at the latest, June 4, 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s President and Chief Executive Officer, and will instead be assigned the role of CEO Advisor, solely involving the provision of transitional assistance to the Company’s new Chief Executive Officer (the “New CEO”), including, being available to answer the New CEO’s questions, and in all cases as directed by the New CEO (the “Transition Duties”). For the avoidance of doubt, Employee shall not carry out any activities on behalf of the Company unless expressly directed by the New CEO. During the Transition Period, Employee will work remotely, will not report to the Company’s facilities unless mutually agreed to between Employee and the New CEO, and will not hold himself out as an agent or representative of the Company. Further, the Parties acknowledge and agree that Employee shall not be entitled to accrue vacation time under the Company’s paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the Company.

Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional basis from the Effective Date of this Agreement until, at the latest, June 4, 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee will provide transitional assistance to the Company, including by assisting the Company in developing a transition plan, executing such plan, being available to answer the Company’s questions and assisting with any and all other matters requested by the Company (the “Transition Duties”). For the avoidance of doubt, Employee shall not carry out any activities on behalf of the Company unless expressly directed by the Company. During the Transition Period, Employee will work remotely and will not report to the Company’s facilities unless directed otherwise by the Company. Further, the Parties acknowledge and agree that Employee shall not be entitled to accrue vacation time under the Company’s paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $350,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements.

Transition. The Parties acknowledge that during the { * } following the Amendment Effective Date, Millennium cooperated fully with Sunesis and, promptly after the Amendment Effective Date, provided Sunesis with copies of all data, documentation and information provided by Biogen Idec to Millennium relating to the PDK Compounds (to the extent not previously provided), and Sunesis has the right to use and disclose such items.

Transition. You agree to cooperate in matters relating to the transition of your employment as reasonably requested by the Company.