“Retention Bonus”, and collectively, the “Retention Bonuses”) in the amount of $370,000 on each such Retention Date, less applicable withholdings and deductions in accordance with the Company’s normal payroll practices. For purposes of clarity, the aggregate amount of the Retention Bonuses if you remain an employee through each Retention Date is $1,480,000.
5.RSU Award. As equity compensation, you will be granted an award of restricted stock units (the “RSU Award”) covering 500,000 shares of the Company’s Common Stock. The RSU Award will be subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan (the “Equity Plan”) and an award agreement thereunder between you and the Company. The grant date of the RSU Award (the “RSU Grant Date”) will be as soon as practicable on or following the date that the Board determines that sufficient shares of the Company’s Common Stock are reserved and available under the Equity Plan to permit the issuance of the RSU Award, but in no event later than January 31, 2027. Subject to the terms of the Amended Severance Agreement, the RSU Award will be subject to vesting on the following terms: 20% of the shares subject to the RSU Award will vest on each of August 1, 2026, February 1, 2027, August 1, 2027, February 1, 2028 and August 1, 2028, subject to your continued employment with the Company through each applicable vesting date and the terms of the applicable RSU Award agreement.
6.Employee Benefits. As a regular full-time employee of the Company, you will continue to be eligible to participate in Company-sponsored benefits in accordance with the terms of the Company’s policies and benefits plan. Information regarding coverage, eligibility, and other information regarding these benefits is set forth in more detailed documents that are available from the Company. With the exception of the Company’s at-will employment policy, discussed below, the Company may, from time to time, in its sole discretion, modify or eliminate its policies and/or benefits offered to employees.
7.Severance. On the Effective Date, you and the Company shall enter into an Amended and Restated Change in Control and Severance Agreement (the “Amended Severance Agreement”) applicable to you based on your position with the Company, provided that, by executing this Agreement, you acknowledge and agree that your transition from the role of the Company’s President and Chief Executive Officer to the role of the Company’s Chief Medical Officer and the corresponding change in your duties, authorities and responsibilities will not constitute “Good Reason” under the Amended Severance Agreement. The Amended Severance Agreement will specify the severance payments and benefits you would be eligible to receive in connection with certain terminations of your employment with the Company. The Amended Severance Agreement will supersede all other severance payments and benefits you would otherwise currently be eligible for, or would become eligible for in the future, under any plan, program or policy that the Company may have in effect from time to time. By entering into this Agreement, you agree that, on the Effective Date, your Change in Control and Severance Agreement with the Company effective on July 16, 2021 (as amended, the “Severance Agreement”) will be terminated and of no further force or effect.
8.Proprietary Information and Inventions Agreement. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this