Second Amendment to the Amended and Restated Employment Agreement dated March 9, 2018, by and between ConforMIS, Inc. and Daniel Steines

2.4 Terminations for Good Reason or Other than for Cause. Upon a Qualifying Termination, the Company will pay the Executive all Accrued Compensation, excluding any Bonus where Bonuses shall be paid as set forth below in this Section 2.4, if any, and for the duration of the Severance Period, the Company will: (1) continue to pay the Executive’s Base Salary at the rate in effect at the time of such Qualifying Termination, payable on the Company’s normal payroll schedule, beginning on the Company’s first regular payroll date that occurs on or after the 30^th day following the date of the Qualifying Termination, provided that the Release (as defined below) has been executed and any applicable revocation period has expired as of such date; and (2) provide Executive with continuation of the Executive’s health insurance coverage in effect at the time of such Qualifying Termination under the Company’s group health insurance plans (to the extent allowed under, and subject to the conditions of, the Consolidated Omnibus Budget Reconciliation Act (COBRA)), provided that the Release (as defined below) has been executed and any applicable revocation period has expired as of such date. Upon a Qualifying Termination, the Company will pay the Executive (i) an amount equal to any Bonus approved by the Board for a calendar year that is prior to the year in which the Qualifying Termination occurs (“Prior Year Bonus”) where such Prior Year Bonus has not yet been paid to Executive; provided however, if the Board has not yet determined whether to approve such Prior Year Bonus, the Prior Year Bonus that has been accrued shall be deemed approved by the Board, and (ii) an amount equal to the Bonus determined by the Board for the year in which the Qualifying Termination occurs (“Current Year Bonus”) where, as of the date of the Qualifying Termination, the Current Year Bonus shall be deemed approved by the Board and all targets, goals, milestones or other contingencies shall be deemed to have been met by the Company and Executive. The Company shall pay the amounts of any Bonuses due pursuant to a Qualifying Termination under this Agreement in a lump sum on the 30^th day following the date of the Qualifying Termination. In addition, to the extent the Company has previously provided the Executive a grant of equity (including, without limitation, a restricted stock award, a restricted stock unit, or an option to purchase shares of stock) that is not fully vested as of the date of the Qualifying Termination, such grant of equity shall vest, upon the date that the Release becomes effective, in a number of shares equal to that number of shares that would have become vested shares had the Executive continued to provide service as an employee of the Company following such termination for an additional period equal to the Severance Period, with the exception that Section 3.4(a) shall apply to the vesting of equity grants upon the occurrence of a Qualifying Termination during any Change of Control Period. The Executive’s rights to any compensations or other benefits following a Qualifying Termination, other than Accrued Compensation, are subject to: (1) the execution by Executive of a separation and release agreement in a form to be provided by the Company (the “Release”), including a release of any and all claims against the Company (including, without limitation, its subsidiaries, other affiliates, directors, officers, employees, agents and representatives) related in any way to the Executive’s employment with the Company, such Release to be executed following the Executive’s separation from service with the Company; (2) the expiration of any revocation period provided pursuant to any applicable laws; and (3) Executive’s continued compliance with the ongoing terms of Executive’s Confidentiality, Inventions Assignment and Non-Competition Agreement.