COMPENSATION ARRANGEMENTS
On June 6, 2022, Ms. Wainwright entered into a transition and separation agreement (the Transition Agreement) with the Company,
effective as of the Transition Date. Ms. Wainwright will continue to serve as an employee of the Company in the role of Founder through, and her employment will automatically terminate on, the earlier of December 31, 2022 or the date on
which Ms. Wainwrights employment ends for any reason (the Separation Date). While Ms. Wainwright serves as Founder, she will continue to receive her current base salary of $440,000 per year, remain eligible to receive an
annual bonus for the 2022 fiscal year (based on actual performance during the 2022 fiscal year) and continue to participate in the Companys employee benefit plans, and her outstanding Company equity awards will continue to vest according to
their terms.
In the event that the Separation Date occurs either (i) on December 31, 2022 or (ii) as a result of any earlier termination
of Ms. Wainwrights employment due to a termination by the Company without cause or due to Ms. Wainwrights disability (each as defined in the Transition Agreement), subject to Ms. Wainwrights
execution and non-revocation of a general release of claims in favor of the Company and compliance with applicable restrictive covenants, the Company has agreed to provide Ms. Wainwright with the
following payments and benefits: (A) a lump sum cash payment equal to the sum of (i) twelve (12) months of her current annual base salary and (ii) her target annual performance bonus for 2022; (B) a lump sum cash payment equal to the
cost of twelve (12) months of Ms. Wainwrights current health plan coverage; (C) extension of the period during which Ms. Wainwrights outstanding options remain exercisable following termination from ninety
(90) days or three (3) months (as applicable) following the Separation Date to six (6) months following the Separation Date; and (D) accelerated vesting of (i) 50% of Ms. Wainwrights unvested time-based restricted
stock unit awards that are outstanding on the Separation Date or, (ii) if a change in control of the Company (as defined in the Companys 2019 Equity Incentive Plan) occurs prior to the Separation Date, that number of
time-based restricted stock units that would vest upon termination of Ms. Wainwrights employment without cause within twelve (12) months following a change in control pursuant to the applicable award agreements governing
the restricted stock unit awards.
Also effective June 7, 2022, the Company entered into letter agreements (Special Award Letters) with
each of Ms. Levesque, Mr. Julian and Todd Suko, the Companys Chief Legal Officer and Secretary (together, the Executives), pursuant to which they are eligible to receive one-time,
special cash bonuses in amounts equal to $250,000, $250,000 and $150,000, respectively.
Under the Special Award Letters, the cash bonuses will be paid
within fifteen (15) days following the earlier of the nine (9)-month anniversary of June 7, 2022 or the three (3)-month anniversary of the date on which the Companys new permanent Chief Executive Officer commences employment with the
Company (the Award Date), subject to the applicable Executives continued employment with the Company through the Award Date.
In the
event that an Executives employment is terminated by Company without cause or by the Executive for good reason (each as defined in his or her severance and change in control agreement with the Company), in either case,
prior to the Award Date, then subject to the applicable Executives execution and non-revocation of a general release of claims in favor of the Company, the Executive will be entitled to payment of his or
her cash award.
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