Offer Letter between the Registrant and Dylan J. Kelly, dated November 14, 2019

You will be entitled to participate in all of our employee benefit plans.  These include, among other things, group health insurance and a 401K plan.  We match 100% of contributions under our 401K plan up to a maximum of 5% of your base salary.  Please note that, as with all companies, we reserve the right to change our employee benefit plans from time to time.

Subject to approval from the Compensation Committee of our Board, we will grant you a restricted stock unit award (the “RSU”) for 200,000 shares of our common stock, which RSU will vest annually in four (4) equal installments with the first installment vesting on December 1, 2020.  The RSU award will be subject to your execution of our standard equity award agreement.

Subject to approval from the Compensation Committee of our Board, we will also grant you a stock-price performance-based restricted stock unit award (the “PRSU”) for up to 200,000 shares of our common stock, which PRSU may be earned based on the Company’s stock price achieving specified levels of between $5.00 and $20.00 per share measured at the end of a calendar quarter during a performance period commencing on your Start Date and continuing through the earliest of the date you cease to continuously provide service to the Company, a liquidation event and September 30, 2022.  Any portion of the PRSU that is earned will vest 50% on the date the PRSU is earned and the remaining 50% will vest on September 30, 2022. The PRSU award will be subject to your execution of a performance-based equity award agreement.

In addition to the above, we are also offering you a sign-on bonus of $65,000 (less all required tax withholdings and other applicable deductions), payable on the first pay period payment date in calendar year 2020.  You agree to repay this bonus in full if you voluntarily terminate (other than for good reason as defined in the Change in Control Agreement) your employment with the Company prior to the first anniversary of your Start Date.

Your employment will be on an at-will basis.  This means that you will have the right to terminate your employment at any time with or without cause or notice, and the Company will reserve for itself an equal right.  Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.  Upon any termination of your employment, you will be entitled to receive:

·                                          Any base salary earned but unpaid as of your termination or resignation date;

·                                          Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;

·                                          Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and

·                                          Any amounts or benefits under any Company compensation, incentive, severance, change in control or benefit plans due and owing and/or vested but not paid as of your termination or resignation date (according to the payment provisions of such plans).

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Your employment is conditioned on your signing and returning the enclosed copies of our standard Employee Invention, Confidentiality and Non-Solicitation Agreement (the “Invention Agreement”) and Mutual Agreement to Arbitrate Claims (the “Arbitration Agreement”).  This Letter, the Invention Agreement and the Arbitration Agreement, as well as the Severance and Change in Control Agreement, and equity incentive plan agreements, will together form the entire agreement with respect to the subject matter hereof and thereof, and these agreements together supersede all prior understandings and agreements, whether written or oral, with respect to such matters.  The terms of your employment may only be changed by written agreement, although the Company may from time to time, in its sole discretion, adjust the benefits provided to you and its other employees.

This employment letter is valid for ten (10) business days and will expire if we have not received by that date signed copies of this letter, the Invention Agreement and the Arbitration Agreement.

We look forward to working with you!

Enclosures (Invention Agreement and Arbitration Agreement)

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