Retention Bonus Letter, dated May 12, 2022, by and between the Company and Katy Murray

1.

Retention Bonus.  Except as otherwise provided herein, you shall be eligible to receive a lump sum cash payment of $670,000 if a Change in Control occurs and you remain employed by the Company (or its successor) until the date that is 180-days following the Closing Date (the “Retention Date”).  You must be employed on the Retention Date to be eligible to receive any amount under this Section 1.  

2.

Severance Benefits.  

a.

Provided that you sign a release of claims in the form provided to you by the Company within 30 days of your termination of employment, and you do not revoke the release of claims, you will be eligible to receive one of the following amounts: (i) a lump sum payment equal to $1,000,000,  less applicable withholdings and deductions, if before the 180th  day after the Closing Date your employment with the Company is terminated by the Company without Cause or by you for Good Reason; or (ii) a lump sum payment equal to $330,000,  less applicable withholdings and deductions,  if within the period beginning on or after the 180th day following the Closing Date and ending on the 18-month anniversary of the Closing Date your employment with the Company is terminated by the Company without Cause or by you with or without Good Reason (payments in clauses (i) and (ii) are each referred to herein as the “Severance Payment”). If your termination of employment occurs more than 18-months following the Closing Date, you shall not be eligible to receive any Severance Payment pursuant to this Section 2.  Provided that the release of claims described in this Section 2 is effective, the Severance Payment shall be paid to you as soon as practicable on or after the first day of the seventh month after your termination of employment, but in no event later than 30 days after the first day of the seventh month. 

b.

In addition, if your employment with the Company is terminated by the Company without Cause or by you for Good Reason (or, by you for any reason during the period beginning on the 180th day after the Closing Date and ending on the 18-month anniversary of the Closing Date),  and provided that the release of claims described in Section 2.a. is effective, then the Company will make a lump-sum cash payment (less applicable withholdings and deductions) to you in an amount equal to 18 times the monthly COBRA premiums in effect under the Company’s group health plan (based on the level of coverage you were enrolled in at the time of your termination)(the “COBRA Payment”), payable on the first payroll date that is more than 30 days following your termination of employment.

c.

Notwithstanding anything herein, you will not be eligible for any payment under this Section 2 (including, the Severance Payment and COBRA Payment) if you receive an offer of employment from the buyer of all or substantially all of the Company’s assets that includes base salary and benefits that are substantially similar to your base salary and benefits immediately prior to the Closing Date, as determined by the Company in its sole discretion.  

3.

Acceleration of Outstanding Equity Awards.  In the event of a Change in Control, notwithstanding anything to the contrary in any of the Company’s equity-based, equity-related or other long-term incentive compensation plans, practices, policies and programs or your award agreements as of the Closing Date (i) all outstanding and unvested options, restricted stock, restricted stock units or other equity awards that vest solely based on continued employment shall immediately and automatically become fully vested and exercisable and (ii) all outstanding and unvested options, restricted stock, restricted stock units or other equity awards that vest upon the satisfaction of performance conditions shall immediately and automatically become fully vested and earned at a deemed performance level equal to the greater of the target performance level or the performance level determined by actual performance through the Closing Date.

4.

Right to Continue Employment.  Please note that this Letter does not in any way alter, modify, or amend your relationship with the Company, nor does it guarantee you the right to continue in the employ or service of the Company, any of its subsidiaries or affiliates, or any of its successors.

5.

Successors.  This Letter binds any successor to all or substantially all of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would have been obligated under this Letter if no such succession had taken place.  The Company agrees to require any successor in a Change in Control to expressly and unconditionally assume and agree to perform the Company’s obligations under this Letter, in the same manner and to the same extent that the Company would have been required to perform such obligations if such succession or Change in Control had not occurred. 

6.

Amendment.  This Letter only may be amended by a writing signed by you and an authorized officer of the Company or a member of the Company’s Board of Directors, provided, however, that the Company reserves the right to amend this Agreement at any time to increase (but not decrease) the amounts payable pursuant to Section 2 in its sole discretion.

7.

Section 409A.  This Letter and any payments that may be made hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations or other applicable guidance issued thereunder, and the Company shall interpret the terms and conditions of this Letter consistently with such intent.   To the extent required to comply with Section 409A of the Code, you shall only be eligible to receive the Severance Payment and COBRA Payment if your termination of employment also constitutes a “separation from service” under Section 409A of the Code.

8.

Section 280G.  If it is determined that any payments or benefits of any kind, whether under this Letter or any other plan, agreement or arrangement of the Company paid or payable to or for your benefit, or any other compensation from whatever source paid or payable to or for your benefit that is deemed contingent on a “change of control” (or that is otherwise deemed a parachute payment under Treas. Reg. Section 1.280G-1, Q&A-2) (collectively, the “Payment”) is an “excess parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment shall be reduced to the

largest amount that can be paid or provided without being subject to the Excise Tax, but only if the net amount of the reduced Payment, after payment of all federal, state and local income tax imposed on the reduced Payment, is at least equal to the net amount of the unreduced Payment after payment of all federal, state and local income tax and the Excise Tax on the unreduced Payment. If a reduction in the Payment is required by the preceding sentence, the payments and benefits that constitute the Payment shall be reduced in the following order: (1) first, all cash payments, including any severance that is treated as contingent on the change of control; (2) second, all equity grants that are accelerated by reason of the change of control and are subject to Treas. Reg. Section 1.280G-1, Q&A-24(d); (3) third, all accelerated equity grants that are accelerated by reason of the change of control and are subject to Treas. Reg. Section 1.280G-1, Q&A-24(c), and (4) fourth, all other non-cash benefits. Within each category, payments shall be reduced in the reverse order of the time at which they would otherwise have been paid, vested or provided. For purposes of determining whether the Payment shall be reduced, you shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, on your termination of employment (or if there is no termination, then the date on which the Payment is calculated for purpose of this Section 8). The amount of any reduction in the Payment shall be determined by the Company after consultation in good faith with its legal and tax advisors selected by the Company and reasonably acceptable to you.