Common use of Transition Opportunity Clause in Contracts

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 Date until, at the latest, April 1, 2022 (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”). During the Transition Period, Employee will report to the CEO and perform his Transition Duties at the direction of the CEO and unless otherwise directed by the CEO, will not be required to report to the Company’s facilities to perform the Transition Duties. 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 $322,000 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 2021 (the “2021 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2021 Annual Bonus is 40 % of the Base Salary (the “Bonus Target”). The 2021 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2021 fiscal year, and the same bonus achievement percentage that is applied to the 2021 bonus amounts under the MIP, if any, payable to the Company’s other senior executive officers will be applied for the calculation of Employee’s 2021 Annual Bonus (if any). To the extent earned, the 2021 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 2021 Annual Bonus under the MIP is subject to the terms and conditions of the MIP (including continued employment with the Company through the payment date, unless Employee terminates in a Qualifying Termination), 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 2022.

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 4▇▇▇-▇▇▇▇-▇▇▇▇.2 Date until, at the latest, April 1, 2022 (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”). During the Transition Period, Employee will report to the CEO and perform his her Transition Duties at the direction of the CEO and unless otherwise directed by the CEO, will not be required to report to the Company’s facilities to perform the Transition Duties. 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 $322,000 367,000 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 her Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2021 (the “2021 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2021 Annual Bonus is 40 40% of the Base Salary (the “Bonus Target”). The 2021 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2021 fiscal year, and the same bonus achievement percentage that is applied to the 2021 bonus amounts under the MIP, if any, payable to the Company’s other senior executive officers will be applied for the calculation of Employee’s 2021 Annual Bonus (if any). To the extent earned, the 2021 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 2021 Annual Bonus under the MIP is subject to the terms and conditions of the MIP (including continued employment with the Company through the payment date, unless Employee terminates in a Qualifying Termination), 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 2022.

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 Date”) until, at the latest, April 1June 4, 2022 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will provide 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 by assisting the Company in developing a transition plan, executing such planincluding, being available to answer the CompanyNew CEO’s questions questions, and assisting with any and in all other matters requested cases as directed by the Company 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 report to the CEO and perform his Transition Duties at the direction of the CEO and unless otherwise directed by the CEOwork remotely, will not be required to report to the Company’s facilities unless mutually agreed to perform 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 DutiesPeriod. 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 $322,000 525,000 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 2021 2020 (the “2021 2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2021 2020 Annual Bonus is 40 70% of the Base Salary (the “Bonus Target”). The 2021 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 2021 2020 fiscal year, and the same bonus achievement percentage that is applied to the 2021 bonus amounts under the MIP, if any, payable to the Company’s other senior executive officers will be applied for the calculation of Employee’s 2021 Annual Bonus (if any). To the extent earned, the 2021 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 2021 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP (including continued employment with the Company through the payment date, unless Employee terminates in a Qualifying Termination)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 20222021. 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.