Common use of Initial RSU Award Clause in Contracts

Initial RSU Award. On or promptly following the date of this Agreement, the Company will grant to Executive a restricted stock unit award covering 4,500,000 shares of its common stock (the “Initial RSU Award”). The terms and conditions of the Initial RSU Award will be set forth in a separate award agreement between Executive and the Company (the “Initial RSU Award Agreement”). The Initial RSU Award will be governed exclusively by the terms of the Initial RSU Award Agreement and the Nogin, Inc. 2022 Incentive Award Plan (the “Equity Plan”), provided, however, that notwithstanding any provision of the Initial RSU Award Agreement or Equity Plan to the contrary, the Initial RSU Award will be subject to the following terms: (i) the Initial RSU Award will vest in full on the last day of the Initial Term, provided the Executive remains employed with the Company through such date, (ii) in the event Executive’s employment is terminated by the Company without Cause or Executive resigns his employment for Good Reason, in either case during the Initial Term, and, in either case, Executive signs and does not revoke a Release (as defined below) in the manner described in Section 12(l)(vi), the Initial RSU Award will vest in full as of the Date of Termination, and (iii) in the event that the Company terminates Executive’s employment for Cause (other than due to a Performance Failure (as defined below)) or the Executive’s employment is terminated due to Executive’s death or Disability, in any case during the Initial Term, the Initial RSU Award will vest as to a number of shares equal to the number of shares subject to the Initial RSU Award multiplied by a fraction, the numerator of which is the number of whole months that have elapsed from the Effective Date through the Date of Termination and the denominator of which is 36.

Initial RSU Award. On or promptly following the date of this Agreement, the Company will grant to Executive a restricted stock unit award covering 4,500,000 4,000,000 shares of its common stock (the “Initial RSU Award”),. The terms and conditions of the Initial RSU Award will be set forth in a separate award agreement between Executive and the Company (the “Initial RSU Award Agreement”). The Initial RSU Award will be governed exclusively by the terms of the Initial RSU Award Agreement and the Nogin, Inc. 2022 Incentive Award Plan (the “Equity Plan”), provided, however, that notwithstanding any provision of the Initial RSU Award Agreement or Equity Plan to the contrary, the Initial RSU Award will be subject to the following terms: (i) the Initial RSU Award will vest in full on the last day of the Initial Term, provided the Executive remains employed with the Company through such date, (ii) in the event Executive’s employment is terminated by the Company without Cause or Executive resigns his employment for Good Reason, in either case during the Initial Term, and, in either case, Executive signs and does not revoke a Release (as defined below) in the manner described in Section 12(l)(vi), the Initial RSU Award will vest in full as of the Date of Termination, and (iii) in the event that the Company terminates Executive’s employment for Cause (other than due to a Performance Failure (as defined below)) or the Executive’s employment is terminated due to Executive’s death or Disability, in any case during the Initial Term, the Initial RSU Award will vest as to a number of shares equal to the number of shares subject to the Initial RSU Award multiplied by a fraction, the numerator of which is the number of whole months that have elapsed from the Effective Date through the Date of Termination and the denominator of which is 36.