Exhibit 10.1


 


CEO
TRANSITION AGREEMENT


 


This
CEO TRANSITION AGREEMENT (this “Agreement”) is entered into between Nathaniel
R. Morris (the “Executive”) and Rubicon Technologies, Inc. (“Rubicon,”
or the “Company”), and is effective as of October 13, 2022. The Company and
Executive shall each be referred to in this Agreement as a “Party,” and collectively
as the “Parties.”


 


WHEREAS,
Executive has been employed by the Company as Chief Executive Officer (the “CEO”) pursuant to that certain Employment Agreement
effective as of February 9, 2021, and last amended August 10, 2022 (as amended, the “Employment
Agreement”);


 


WHEREAS,
Executive has notified the Board of Directors of the Company (the “Board”) that he intends to transition to the role
of Chairman;


 


WHEREAS,
the Company wishes to secure Executive’s institutional knowledge, expertise and advisory services following Executive’s transition;
and


 


WHEREAS,
the Executive and the Company wish to transition Executive’s service with the Company on the terms and conditions expressed in
this Agreement.


 


NOW
THEREFORE, in consideration of the mutual promises contained herein, the Parties, intending to be legally bound, agree as follows:


 


1. Transition;
Consulting Services. Executive shall transition from the office of CEO effective as of October 13, 2022 (the “Transition
Date”). Effective on the Transition Date, Executive shall have completed his tenure as the Chief Executive Officer, but Executive
shall continue as Chairman of the Board through February 10, 2023 (the “End Date”) and shall have the title of Founder,
Chairman and Strategic Advisor through the End Date. He shall also continue to serve as a member of the Board of Directors (a “Director”)
until the earlier of: (a) the first anniversary of the Transition Date, (b) the date of the Company’s annual shareholder meeting
in 2023, and (c) the 10th day following notice by the Executive he intends to resign from the Board (the “Transition
End Date”). Notwithstanding his transition from the CEO role, Executive shall remain in the Company’s employ and receive
his usual salary and benefits as an employee through October 31, 2022; after such time, Executive shall no longer be considered an employee
and in his role as a Director, Executive shall be entitled to the same cash stipend afforded to other Directors in connection with their
Board service, but Executive shall not be entitled to any equity awards as compensation for his service in such role. Upon the Transition
End Date, Executive shall be deemed to automatically resign from the Board; to evidence the same, Executive shall execute herewith, the
letter of resignation attached hereto as Exhibit A, which Executive agrees shall be irrevocable. In consideration of the payments and
benefits provided for in this Agreement, from the time Executive ceases to be an employee and concluding on the End Date, Executive agrees
that he shall serve in the role of Strategic Advisor and provide advisory and consulting services as the Board may reasonably request
in a written form from time to time and consistent with his skill set as CEO (“Consulting Services”). The Consulting
Services shall not exceed 10 hours per month and that the consideration provided under this Agreement shall be the exclusive compensation
for all such services (the “Consulting Services”); provided, however, that Executive will be reimbursed
for reasonable business expenses consistent with his role as Strategic Advisor to the extent such expenses are approved in advance by
the Board (or its designee). Executive may be provided with confidential and/or proprietary information of the Company in the course
of providing the Consulting Services and agrees that, notwithstanding the end of his employment, he shall be bound to treat any confidential
and/or proprietary information of the Company that he may learn in the course of providing the Consulting Services as strictly confidential
in accordance with the terms set forth in Section 8(b) of the Employment Agreement. In connection with the Consulting Services, Executive
shall use the title of Founder and Strategic Advisor (and prior to the End Date, shall use the title of Founder, Chairman and Strategic
Advisor) and shall communicate with and take direction from the Board (or its designee). For the avoidance of doubt, the Company and
Executive agree that Executive shall not be required to perform the Consulting Services in a manner which would result in Executive not
incurring a “separation from service” within the meaning of Section 409A of the Internal Revenue Code on October 31, 2022.
The Company acknowledges that Executive shall be permitted to refer to himself as the “Founder” of the Company even after
his formal association with the Company ends. Executive agrees that the Company may continue to use Executive’s name and likeness
in marketing materials which have been prepared prior to the Transition Date without further approval of Executive and without payment
of any royalty or fee in connection with the same, provided that any use of Executive’s name and likeness in connection with marketing
materials prepared after the Transition Date will require Executive’s express consent. Executive and the Company acknowledge their
respective rights under Section 8(f) of the Employment Agreement.


 




     

     


    

 


2. Unconditional
Obligations. The Company and Executive acknowledge that, regardless of whether he accepts this Agreement, Executive shall be paid
his salary through the end of his employment and he shall be entitled to reimbursement of any reasonable business expenses incurred through
the Transition Date, if any, that shall be submitted and paid in accordance with Rubicon business expense reimbursement policies, together
with payment of his accrued but unused vacation, it being understood that Executive currently has 30.77 such accrued but unused vacation
days. Executive further acknowledges that he shall receive notice under separate cover concerning his right to continue his insurance
coverage pursuant to COBRA and that he is solely responsible for electing or declining such coverage and, subject to Section 3(b), paying
the applicable premiums to secure such coverage. Executive acknowledges that, so long as he is a member of the Board, he continues to
owe fiduciary duties to the Company and must conform his conduct to all applicable Company policies as to which he has notice in writing.


 


3. Consideration
to Executive. Provided that Executive accepts and executes this Agreement and executes and does not revoke the Supplemental Release
attached hereto as Exhibit B (the “Supplemental Release”) within the time periods specified therein, the Company will
provide Executive with the following payments and benefits:


 


		a)	a
                                            series of transition payments in the total gross amount of One Million Eight-Hundred Fifty
                                            Thousand Dollars ($1,850,000.00), less required withholdings and deductions, payable in equal
                                            installments on the Company’s regular payroll dates following the Transition Date over
                                            the course of the period beginning on the Transition Date and concluding on the End Date;
                                            provided, however, that the first such payment shall be made on the first administratively
                                            practicable payroll date following the Effective Date of the Supplemental Release and shall
                                            include all amounts payable during the period after the Transition Date and through the date
                                            of such first payment;



 




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		b)	provided
                                            that Executive timely and properly elects continuation coverage under the Company’s
                                            group health plan(s) pursuant to COBRA, the Company shall reimburse Executive for his payment
                                            of premiums for such coverage for a period of eighteen (18) months following October 31,
                                            2022, or until Executive is no longer entitled to COBRA continuation coverage under Rubicon’s
                                            group health plan(s), whichever period is shorter; provided, however, that
                                            Executive acknowledges and agrees that the election of COBRA continuation coverage and the
                                            payment of any premiums due with respect to such COBRA continuation coverage shall remain
                                            Executive’s sole responsibility;



 


		c)	a
                                            bonus with respect to Executive’s service in 2022 in the gross amount of Six-Hundred
                                            Seventy-Five Thousand Dollars ($675,000.00), less required withholdings and deductions, it
                                            being understood that such amount reflects a pro-rated amount of Executive’s target
                                            bonus opportunity for 2022, which bonus shall be paid to Executive by no later than the End
                                            Date; and



 


		d)	in
                                            lieu of any obligation to deliver restricted stock units to Executive pursuant to Sections
                                            3(e) and 3(f) of the Employment Agreement and any obligation to deliver restricted shares
                                            to Executive pursuant to Section 3(c) of the Employment Agreement, the Company shall grant
                                            to Executive a number of restricted stock units that settle in Class A stock in Rubicon (the
                                            “RSUs”) as soon as practicable following the Company’s filing an
                                            effective registration statement on Form S-8 for the 2022 Equity Incentive Plan, which RSUs
                                            shall be granted pursuant to an award agreement in substantially the form attached hereto
                                            as Exhibit C and subject to the terms and conditions of the 2022 Equity Incentive Plan, and
                                            with the number of such RSUs to be determined by adding (x) 3,561,469, (y) 2,973,170 and
                                            (z) the quotient of (A) 5,000,000 divided by (B) the volume-weighted average price of the
                                            Company’s shares during the period from August 16, 2022, through the date immediately
                                            preceding the grant date.



 


The
Company shall use all commercially reasonable efforts to cause an effective registration statement on Form S-8 for the 2022 Equity Incentive
Plan to be filed before October 31, 2022. In the event that the Company has not filed an effective registration statement on Form S-8
for the 2022 Equity Incentive Plan prior to October 31, 2022, then the Company shall, in lieu of its obligations to grant the RSUs pursuant
to Section 3(d) above, pay to Executive a series of cash payments (the “Backstop Payments”) equal in the aggregate
gross amount to the sum of (x) $5,000,000, plus (y) the product of (i) 6,534,639, multiplied by (ii) the volume-weighted average price
of the Company’s shares during the period from August 16, 2022 through October 31, 2022. If payable, the Backstop Payments shall
be made in a series of five (5) equal monthly installments payable on or before the fifteenth (15th) day of each month over a period
of five (5) months, with the first payment payable by November 15, 2022, and the last payment payable by March 14, 2023. As more fully
described in Exhibit C, in the event that Executive’s service on the Board ends prior to the End Date as a result of Executive’s
death or Disability (as defined in the Employment Agreement), then Executive will be deemed to have vested in the RSUs as of the time
of his death or Disability. Notwithstanding the foregoing, in the event that the Board removes Executive as Chairman prior to the End
Date, the Company shall not be obliged to grant the RSUs pursuant to Section 3(d) above, any such grant of RSUs already made shall be
cancelled, and in lieu thereof, the Company shall pay to Executive within ten (10) days following such removal, a lump sum calculated
as (A) $5,000,000, plus the product of (B) 6,534,639 multiplied by (C) the greater of (i) the volume-weighted average price of the Company’s
shares during the period from August 16, 2022, through the date on which the Board removes Executive as Chairman and (ii) the volume-weighted
average price of the Company’s shares on the trading date immediately prior to the Executive’s removal as Chairman. Executive
acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported
on a Form W-2.


 




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4. Communications.
The communications issued by the Company concerning Executive’s departure will be in substantially the form(s) attached here
to as Exhibit D. The Company will, through December 31, 2023, reasonably cooperate and consult with Executive regarding public communications
regarding Executive, excepting any communications with Government Agencies (as defined below).


 


5. Affirmation
by Employee. Executive affirms that as of the date of this Agreement, he has been paid and/or has received all leave (paid or unpaid);
compensation, wages, bonuses, and/or commissions, including for all hours of work, including any and all overtime hours worked; and/or
benefits to which he may be entitled, and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits
are due to Executive, except as provided in this Agreement. Executive further affirms that he has no known workplace injuries or occupational
diseases and has been provided and/or has not been denied any leave to which Executive was entitled under the Family and Medical Leave
Act or related state or local laws. Executive further affirms that he has not been retaliated against for reporting any allegations of
wrongdoing by the Company or its officers, including any allegations of corporate fraud. Executive further affirms that he has not raised
any claim the factual foundation for which involves discrimination.


 


6. No
Initiated Claims. Executive represents that he has not filed any claims or charges against Rubicon with any court or with the Equal
Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities
and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”).
Executive further represents he has not assigned to any third party the right to bring a claim or charge against Rubicon with any Governmental
Agencies or court. Executive waives any right to recover damages from any claims or litigation asserted by any third party as consideration
for the pay and other benefits provided in this Agreement. Nothing in this Agreement shall be construed to prohibit Executive from filing
a charge with or participating in any investigation or proceeding conducted by any Government Agencies, including providing documents
or other information without notice to Rubicon. This Agreement does not limit Executive’s right to receive an award for information
provided to any Government Agencies. As of the date of this Agreement, the Company has not initiated any claims against Executive and,
based on the facts known to the Company’s Board, does not have any present intention to initiate any such claims.


 




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7. Release
of Claims. Executive waives any legal rights and releases and forever discharges Rubicon, and all affiliated and/or related entities
of Rubicon, including, but not limited to, each of Rubicon’s shareholders, directors, officers, agents, trustees, employees, attorneys,
successors, and assigns (the “Releasees”), from any and all liability, demands, claims, suits, actions, charges, damages,
judgments, levies or executions, damages, whether known or unknown, liquidated, fixed, contingent, direct or indirect, which have been,
could have been or could be raised or brought by Executive that related to any matter whatsoever at any time before, and including, the
execution of this Agreement (“Claims”). This release includes, but is not limited to, any and all Claims arising out
of or related to Executive’s employment with, or cessation of employment with, Rubicon; all contractual rights and obligations,
including, without limitation, any Claims under the Employment Agreement; all Claims arising under any state or federal law, including,
without limitation, any Claims pertaining to discrimination in employment, wage and hour, Title VII of the Civil Rights Act of 1964,
as amended; the Civil Rights Act of 1991; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family
and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of
1974; any applicable Executive Order Programs; the Fair Labor Standards Act; the Georgia Fair Employment Practices Act; the Georgia Equal
Pay Act; the Georgia Equal Employment for People with Disabilities Code; the Kentucky Civil Rights Act; the Kentucky Equal Pay Act; the
Kentucky Equal Opportunities Act; the Kentucky Wages and Hours Act; the Kentucky Occupational Safety and Health Act; the New York Labor
Law; the New York State Human Rights Law; the New York City Administrative Code; any Claim arising under any tort or other common law
theories, including Claims alleging wrongful discharge, breach of contract, infliction of emotional distress, negligence, or defamation;
and any claim for costs, fees, or other expenses, including attorneys’ fees incurred in such matters. Notwithstanding anything
in this Agreement to the contrary, Executive does not waive any rights Executive may have (i) under COBRA; (ii) to Executive’s
currently vested rights under the Company’s benefit plans; (iii) to benefits and/or the right to seek benefits under applicable
workers’ compensation and/or unemployment compensation statutes; (iv) to pursue claims which by law cannot be waived and/or which
may arise after the execution of this Agreement; (v) to his rights to indemnification or advancement from the Company as an officer and/or
director, whether pursuant to any agreement or by operation of law, including, without limitation, pursuant to the Employment Agreement,
the Certificate of Formation, Operating Agreement, the Indemnification Agreement between Executive and the Company, effective as of August
15, 2022 or the Delaware Limited Liability Company Act (including any amendments); (vi) pursuant to any policies of insurance maintained
by the Company; (vii) to enforce the Agreement, including to enforce his rights related to his equity ownership in the Company; (viii)
claims against other shareholders of the Company unrelated to his employment with the Company; and/or (ix) to assert any affirmative
defense to a claim brought by the Company or any Releasee. In signing this Agreement, Executive acknowledges and intends that it shall
be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Agreement
shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown
and unsuspected claims (notwithstanding any state or local statute that expressly limits the effectiveness of a release of unknown, unsuspected
and unanticipated claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive acknowledges
that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect
to the subject matter of the release set forth above and which, if known or suspected at the time of entering into this Agreement, may
have materially affected this Agreement and his decision to enter into it. Executive acknowledges and agrees that this waiver is an essential
and material term of this Agreement and that without such waiver the Company would not have agreed to the terms of this Agreement.


 




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8. No
Admissions; Continuation of D&O Coverage. This Agreement shall not be construed as an admission by either Rubicon, any Releasees
or Executive that they acted wrongfully. It simply reflects the Parties’ desire to end their employment relationship in a business-like
fashion. Rubicon agrees to maintain Directors and Officers insurance for Executive for a period of at least six (6) years following the
End Date, in substantially the same form provided for current directors and officers, for any and all claims that have arisen or may
arise out of related in any way to Executive’s employment or service as an officer or director of Rubicon. The foregoing obligations
are in addition to those obligations of Rubicon set forth in Section 4(d) of the Employment Agreement and the Indemnification Agreement
between Executive and Rubicon, effective as of August 15, 2022, which Executive has not waived or released by this Agreement.


 


9. Return
of Property. Executive agrees that, within ten (10) business days of the Transition Date, he shall return all of the Company’s
property in his possession, including, without limitation, electronically-stored information or data, reports, customer lists, files,
memoranda, records, credit cards, keys, passwords, computers, software, telecommunication equipment, and other physical or personal property
that Executive received, prepared, or helped prepare in connection with Executive’s employment; provided, however,
that (i) Executive may retain such property, documents, and information as are required in connection with his role as a Director and
shall reasonably identify to the Board such materials that are retained by him after the Transition Date, it being understood that the
Executive shall be obliged to return such materials on or before the Transition End Date; (ii) the Company and Executive shall cooperate
regarding the protection of Executive’s personal or privileged information stored on Company devices in accordance with existing
protocols; and (iii) Executive may retain such other Company property as may be agreed between the Company and Executive. Executive agrees
that, in the event that Executive subsequently discovers any Company property in Executive’s possession, Executive will promptly
return such property to the Company. This Section 9 shall supersede and replace Executive’s obligations in Section 8(d) of the
Employment Agreement.


 


10. Cooperation.
Executive agrees to make himself reasonably available to, and to reasonably cooperate with the Company in, any internal investigation
or administrative, regulatory, or judicial inquiry, investigation, proceeding or arbitration. Executive understands and agrees that his
cooperation includes, but is not limited to, making himself available to the Company upon reasonable notice for interviews and factual
investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process;
volunteering to the Company pertinent information; and turning over all relevant documents which are or may come into his possession.
The term “cooperation” does not mean that Executive must provide information that is favorable to the Company; it means only
that Executive will provide truthful information within his knowledge and possession upon request of the Company. Executive understands
that, if the Company asks for his cooperation in accordance with this provision, or he is required to participate in an administrative
or legal proceeding or arbitration related to matters within the scope of his employment at the Company, the Company will reimburse him
for reasonable travel expenses and reasonable compensation for the time and services of Executive, provided that Executive submits to
the Company appropriate documentation of such expenses within sixty (60) calendar days after such expenses are incurred (provided that
such proceeding was not initiated by Executive and does not otherwise concern any claims by Executive against the Company or any Releasees).
Nothing in this Section 10 alters or waives Executive’s rights to indemnification or advancement, as elsewhere described herein.


 




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11. Reaffirmation
of Confidentiality Obligations and Restrictive Covenants. Executive reaffirms his obligations under the Section 8 of the Employment
Agreement (other than Section 8(d)), including his obligations of confidentiality and non-competition, represents and warrants that he
has not breached the same, and understands that such obligations continue after the Transition Date. The Parties incorporate such obligations
into this Agreement as if fully set forth herein and acknowledge that Executive’s breach of those obligations shall constitute
a breach of this Agreement. Notwithstanding the foregoing, the parties agree that the “Restrictive Period,” as that term
is used in Section 8(a) of the Employment Agreement, shall conclude, (a) with respect to Sections 8(a)(i)-(iii), on the date that is
the later of: (i) one year after the date on which Executive is no longer serving as a member of the Board; and (ii) two years after
the Transition Date, and (b) with respect to Sections 8(a)(iv)-(v), on the date that is two years after the date on which Executive is
no longer serving as a member of the Board. Notwithstanding the foregoing or Section 8 of the Employment Agreement, the following shall
not be a violation of Section 8 of the Employment Agreement: (i) any entity with which Executive is affiliated engaging or soliciting
an employee or service provider of the Company, provided that Executive was not directly or indirectly involved in such activity; (ii)
the Executive conducting a solicitation through an advertisement that is not specifically targeted at employees of the Company; or (iii)
Executive soliciting or hiring Executive’s chief of staff and assistant. Additionally, in the event the Company materially breaches
this Agreement, then Executive will be relieved of Executive’s continuing obligations under this Agreement and the Employment Agreement,
including, without limitation, under Section 8 of the Employment Agreement. In the event of any removal of Executive as Chairman prior
to the End Date for any reason other than fraud, theft or breach of fiduciary duty, the Executive will no longer be subject to the Executive’s
obligations under Section 8(a) of the Employment Agreement.


 


12. Intellectual
Property. Executive reaffirms his obligations regarding intellectual property pursuant to Section 8(e) of the Employment Agreement,
and represents and warrants that he has not breached the same.


 


13. Non-Disparagement.
Subject to the exceptions set forth in Section 14 of this Agreement, Executive agrees that he will not make any statement to any
third party that is intended to or is reasonably likely to disparage, slander or otherwise damage the business reputation of the Company
or any of the Releasees, other than statements to any Government Agencies or statements under oath in connection with a legal proceeding
or other compulsory legal process. The Company agrees that (a) it shall not issue any statement on behalf of the Company concerning Executive
that is intended to or are reasonably likely to disparage, slander or otherwise damage the business reputation of the Executive, except
to the extent required by law, (b) it shall instruct its directors and officers not to make any statement concerning Executive that is
intended to or are reasonably likely to disparage, slander or otherwise damage the business reputation of the Executive (other than statements
to any Government Agencies or statements under oath in connection with a legal proceeding or other compulsory legal process), and (c)
to the extent that any agent of the Company makes a statement that is intended to or are reasonably likely to disparage, slander or otherwise
damage the business reputation of the Executive, the Company’s Board shall not ratify nor condone such statement and shall use
its commercially reasonable efforts to remedy such statement.


 




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14. Exceptions.
Executive acknowledges and agrees that nothing in this Agreement or in any agreement between him and the Company prohibits or limits
him (or his attorney) from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing
testimony before the Securities and Exchange Commission (SEC), the Department of Justice, any regulatory or self-regulatory organization,
or any other governmental, law enforcement, or regulatory authority, regarding this Agreement and its underlying facts and circumstances,
or any reporting of, investigation into, or proceeding regarding suspected violations of law, and that he is not required to advise or
seek permission from the Company before engaging in any such activity. Executive further acknowledges that, in connection with any such
activity, he must inform such authority of the confidential nature of any confidential information that he provides, and that he is not
permitted to disclose any information that is protected by the attorney-client privilege or any other privilege belonging to the Company,
as the Company does not waive and intends to preserve such privileges. Executive is hereby notified that, pursuant to federal law (the
Defend Trade Secrets Act), an individual, shall not be held criminally or civilly liable under any federal or state trade secret law
for the disclosure of a trade secret that is (i) made in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a
complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.


 


15. Voluntary
Agreement. Executive acknowledges that Executive is signing voluntarily after having read all the contents of this Agreement and
has had the opportunity to consult with and be represented by Executive’s attorney. Executive further acknowledges that Executive
understands the terms and conditions of this Agreement.


 


16. Governing
Law. This Agreement is governed in all respects by the internal, substantive laws of the State of Georgia, without regard to choice
of law principles.


 


17. Miscellaneous.


 


a. Executive
shall have the option to purchase any and all rights to that certain book about the Company currently in development by paying to the
Company a price equivalent to the costs incurred to date in connection with the creation of the book, including reasonable reimbursement
for time spent by Rubicon staff on the book, such price to be determined in the reasonable discretion of the Company but which price
may not exceed $150,000 in the aggregate, provided that such purchase and sale shall be conditioned upon the Company having final approval
over the content of the book as to any passages that pertain, directly or indirectly, to Rubicon. The parties acknowledge that the rights
and obligations of the parties addressed in this Section 17(a) are not self-executing and shall be subject to the parties’ entry
into definitive agreements concerning the subject matter of the same.


 


b. Without
prejudice to Executive’s rights to indemnification or advancement, the Company agrees to reimburse Executive for his reasonable
attorneys’ fee incurred in the negotiation of this Agreement, up to a maximum amount of $75,000, conditioned upon Executive’s
submission of adequate and itemized documentation evidencing such fees incurred.


 




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c. The
Company will maintain its office in Lexington until the Transition End Date, including retaining all external Rubicon signage and existing
offices at 100 W Main St Suite 610, Lexington, KY. To the extent Executive wishes to use any portion of such office space after the Transition
Date and prior to the Transition End Date (and other than with the approval of the Company), it being understood that no support staff
shall be provided to Executive by the Company at such office, he (or an entity controlled by him) shall enter into a sublease agreement
with the Company (subject to any necessary landlord approvals), which shall provide for a reasonable market rate (not to exceed the Company’s
cost) and such other terms and conditions as the Company may reasonably determine. Additionally, the Company will cooperate with any
reasonable request by Executive to transition the lease to Executive (or an entity controlled by him) on or prior to the Transition End
Date.


 


18. Arbitration/Waiver
of Jury Trial. Rubicon and Executive agree that any disputes arising out of or relating to this Agreement shall be resolved solely
and exclusively by final, binding and confidential arbitration in Fulton County, Georgia, before a single arbitrator pursuant to the
rules of the American Arbitration Association and that such claims shall not be brought in court. Notwithstanding the foregoing, the
following claims shall not be subject to this arbitration agreement: claims for workers’ compensation benefits, claims for unemployment
insurance benefits, claims by the Company for temporary injunctive relief, and any claims that are not arbitrable pursuant to any statute,
rule or regulation forbidding pre-dispute arbitration agreements with respect to such claims. The costs of arbitration shall be borne
equally by each party to the dispute and each party shall be responsible for their own legal and professional fees and expenses incurred
during such dispute. To the extent applicable, each party hereby consents to the jurisdiction of the state courts of, and the federal
courts encompassing, Fulton County, Georgia, and each party waives the right to a trial by jury for any action, suit or proceeding brought
to enforce this agreement or an arbitration award rendered pursuant to this arbitration clause.


 


19. Section
409A. Rubicon makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of
this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no
provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A
from Executive or any other individual to Rubicon or any of its affiliates.  Executive, by executing this Agreement, shall
be deemed to have waived any claim against Rubicon and its affiliates with respect to any such tax, economic or legal consequences.  However,
the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code
Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation
Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or
otherwise.  To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties
intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed
under Code Section 409A.  Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted,
operated and administered in a manner consistent with such intentions.  Without limiting the generality of the foregoing,
and notwithstanding any provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to
which Code Section 409A applies, all references in this Agreement to the end of Executive’s employment are intended to mean Executive’s
“separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i).  In addition, if Executive is
a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), at the time of his “separation from
service,” within the meaning of Code Section 409A(a)(2)(A)(i), then to the extent necessary to avoid subjecting Executive to
the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during
the six-month period immediately following Executive’s “separation from service,” shall not be paid to Executive during such
period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, Executive’s estate) in a lump
sum on the first business day following the date that is six months after Executive’s separation from service.  Moreover, the
parties intend that this Agreement be deemed to be amended to the extent necessary to comply with the requirements of Code Section 409A
and to avoid or mitigate the imposition of additional taxes under Code Section 409A, while preserving to the maximum extent possible
the essential economics of Executive’s rights under the Agreement.


 




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20. No
Setoff. Except to the extent required by applicable law, no amounts owed to Executive under this Agreement or the Employment Agreement,
will be subject to setoff by the Company.


 


21. Severability.
If any portion of this Agreement is held to be invalid or unenforceable for any reason, the remaining covenants shall remain in full
force and effect to the maximum extent permitted by law.


 


22. Complete
Agreement. This Agreement represents and contains the entire understanding between the Parties in connection with its subject matter.
Executive acknowledges that in signing this Agreement, Executive has not relied upon any representation or statement not set forth in
this Agreement made by Rubicon or any of its representatives. The Company makes no representations regarding its relationship with or
obligations to Executive, or as to the tax consequences of Employee’s entering into this Agreement, and none it may have made in
the past survive, except as expressly set forth in this Agreement. Employee expressly agrees that the Company shall have no liability
to him for any tax or penalty imposed on him this Agreement. This Agreement supersedes any prior written or oral agreements or understandings,
except that Executive’s obligations under Section 8 (other than Section 8(d)) of the Employment Agreement survive and are incorporated
herein, as described in Sections 1, 11 and 12 of this Agreement.


 


23. Modification.
This Agreement may not be modified or discharged, in whole or in part, and no provision hereof may be waived, except in writing.
No waiver of any provision on a particular occasion will affect the enforceability of such provision on subsequent occasions, and no
waiver of any particular provision will affect the enforceability of any other provision.


 


24. Execution.
This Agreement may be executed electronically and in counterparts and each shall be considered to be an original document.


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	10	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this CEO Transition Agreement on this 13th day of October, 2022.


 


RUBICON
TECHNOLOGIES, INC.


 


/s/
Phil Rodoni





 



By:
Phil Rodoni


Title: CEO


 


NATHANIEL
R. MORRIS


 


/s/
Nathaniel R. Morris





 



 


 




    	 	11	 



     


    

 


EXHIBIT
A


 


[LETTER
OF RESIGNATION FROM BOARD]


 


 




    	 	12	 



     


    

 


EXHIBIT
B


 


SUPPLEMENTAL
RELEASE


 


By
his signature below, Nathaniel R. Morris (“Executive”) hereby releases and forever discharges as of the date hereof Rubicon
Technologies, Inc. and the Releasees as set forth herein. Capitalized undefined terms used in this Supplemental Release shall have the
meaning ascribed to them in the CEO Transition Agreement between Executive and the Company (the “Agreement”). The Releasees
are intended to be third-party beneficiaries of this Supplemental Release, and this Supplemental Release may be enforced by each of them
in accordance with the terms hereof in respect of the rights granted to such Releasees hereunder. Executive agrees as follows:


 


1. Executive
understands that the payments or benefits to be paid or granted to him under the Agreement represent, in part, consideration for signing
this Supplemental Release, and are not salary, wages or benefits to which he was already entitled. Executive understands and agrees
that he will not be eligible to receive any payments specified in Section 3 of the Agreement unless he executes this Supplemental Release
after the Transition Date and on or before November 3, 2022, and does not revoke this Supplemental Release (as described herein).


 


2. By
his signature below, Executive waives any legal rights and releases and forever discharges Rubicon and the Releasees, from any and all
liability, demands, claims, suits, actions, charges, damages, judgments, levies or executions, damages, whether known or unknown, liquidated,
fixed, contingent, direct or indirect, which have been, could have been or could be raised or brought by Executive that related to any
matter whatsoever at any time before, and including, the execution of this Supplemental Release (“Claims”). This release
includes, but is not limited to, any and all Claims arising out of or related to Executive’s employment with, or cessation of employment
with, Rubicon; all contractual rights and obligations, including, without limitation, any Claims under the Employment Agreement; all
Claims arising under any state or federal law, including, without limitation, any Claims pertaining to discrimination in employment,
wage and hour, the Age Discrimination in Employment Act of 1967; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights
Act of 1991; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of
1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive
Order Programs; the Fair Labor Standards Act; the Georgia Fair Employment Practices Act; the Georgia Equal Pay Act; the Georgia Equal
Employment for People with Disabilities Code; the Kentucky Civil Rights Act; the Kentucky Equal Pay Act; the Kentucky Equal Opportunities
Act; the Kentucky Wages and Hours Act; the Kentucky Occupational Safety and Health Act; the New York Labor Law; the New York State Human
Rights Law; the New York City Administrative Code; any Claim arising under any tort or other common law theories, including Claims alleging
wrongful discharge, breach of contract, infliction of emotional distress, negligence, or defamation; and any claim for costs, fees, or
other expenses, including attorneys’ fees incurred in such matters.


 




    	 	13	 



     


    

 


3. Notwithstanding
anything in this Supplemental Release to the contrary, Executive does not waive any rights Executive may have (i) under COBRA; (ii) to
Executive’s currently vested rights under the Company’s benefit plans; (iii) to benefits and/or the right to seek benefits
under applicable workers’ compensation and/or unemployment compensation statutes; (iv) to pursue claims which by law cannot be
waived and/or which may arise after the execution of this Agreement; (v) to his rights to indemnification or advancement from the Company
as an officer and/or director, whether pursuant to any agreement or by operation of law, including, without limitation, pursuant to the
Employment Agreement, the Certificate of Formation, Operating Agreement, the Indemnification Agreement between Executive and the Company,
effective as of August 15, 2022 or the Delaware Limited Liability Company Act (including any amendments); (vi) pursuant to any policies
of insurance maintained by the Company; (vii) to enforce the Agreement, including to enforce his rights related to his equity ownership
in the Company; (viii) claims against other shareholders of the Company unrelated to his employment with the Company; (ix) to assert
any affirmative defense to a claim brought by the Company or any Releasee; and/or (x) to challenge the validity of this Supplemental
Release.


 


4. In
accordance with the Age Discrimination in Employment Act of 1967 (the “ADEA”), as amended by the Older Worker’s Benefit
Protection Act:


 


		(a)	Executive
                                            acknowledges and agrees that the Agreement and this Supplemental Release is written in a
                                            manner that is understandable to him and that he has carefully read and fully understands
                                            the provisions and terms of the Agreement and this Supplemental Release and agrees to such
                                            provisions and terms;



 


		(b)	Executive
                                            has been advised and hereby is advised in writing that Executive should consult with an attorney
                                            prior to executing this Supplemental Release, and Executive has obtained independent legal
                                            advice from an attorney of his own choice with respect to this Supplemental Release, or Executive
                                            has knowingly and voluntarily chosen not to do so;



 


		(c)	Executive
                                            is not waiving rights or claims that may arise after the date that this Supplemental Release
                                            is executed by Executive;



 


		(d)	Executive
                                            knowingly and voluntarily waives any and all rights and claims, including, but not limited
                                            to rights under the ADEA and those laws listed in Paragraph 2 above;



 


		(e)	As
                                            consideration for executing this Supplemental Release, Executive will receive compensation
                                            of value to which Executive would not otherwise be entitled; and



 


		(f)	No
                                            promise or inducement has been offered to Executive, except as expressly set forth in the
                                            Agreement, and Executive is not relying upon any such promise or inducement in entering into
                                            this Supplemental Release.



 


5. In
signing this Supplemental Release, Executive acknowledges and intends that it shall be effective as a bar to each and every one of the
Claims hereinabove mentioned or implied. Executive expressly consents that this Supplemental Release shall be given full force and effect
according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims (notwithstanding
any state or local statute that expressly limits the effectiveness of an agreement of unknown, unsuspected and unanticipated claims),
if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive acknowledges that he may hereafter
discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter
of the release set forth above and which, if known or suspected at the time of entering into this Supplemental Release, may have materially
affected this Supplemental Release and his decision to enter into it. Executive acknowledges and agrees that this waiver is an essential
and material term of this Supplemental Release and that without such waiver the Company would not have agreed to the terms of the Agreement.
Nothing in this Supplemental Release waives or releases claims by Executive that arise after the date the Executive signs this Supplemental
Release.


 




    	 	14	 



     


    

 


6. Executive
acknowledges that this Supplemental Release, together with the Agreement, represents the settlement of any and all claims and potential
claims that Executive may have against the Releasees through the date Executive signs this Supplemental Release. Executive accepts the
Agreement and this Supplemental Release as being in full and complete accord, satisfaction, compromise, and settlement of any and all
such claims or potential claims and expressly agrees that he is not entitled to and shall not receive any further payment or recovery
of any kind from the Company, and that the Company shall have no further monetary or other obligation of any kind to Executive, including
any further obligation for any costs, expenses, and attorneys’ fees, except as provided in the Agreement.


 


7. Revocation
Right. After Executive executes this Supplemental Release, Executive shall have a period of seven (7) days from the date immediately
following the date of execution of this Supplemental Release in which Executive may revoke this Supplemental Release at Executive’s
sole election by notifying Rubicon in writing. Any revocation within this period must state “I do hereby revoke my agreement to
the Supplemental Release.” The written revocation must be either personally delivered or postmarked within seven (7) calendar days
of Executive’s execution of this Agreement to the Company c/o Evan D’Amico, Esq., Gibson, Dunn & Crutcher LLP, 1050 Connecticut
Avenue, N.W., Washington, DC 20036-5306. In the event Executive does not exercise his right to revoke this Supplemental Release, this
Supplemental Release shall become effective on the date immediately following the seven-day revocation period described above (the “Effective
Date”).


 


BY
SIGNING THIS SUPPLEMENTAL RELEASE, I REPRESENT AND AGREE THAT:


 


		●	I
                                            HAVE READ IT CAREFULLY;



 


		●	I
                                            UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT
                                            NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
                                            TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS
                                            WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
                                            AMENDED;



 


		●	I
                                            VOLUNTARILY CONSENT TO EVERYTHING IN IT;



 


		●	I
                                            HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR,
                                            AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;



 


		●	I
                                            HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS SUPPLEMENTAL RELEASE TO CONSIDER
                                            IT;



 




    	 	15	 



     


    

 


		●	I
                                            UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS SUPPLEMENTAL RELEASE TO
                                            REVOKE IT AND THAT THIS SUPPLEMENTAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
                                            THE REVOCATION PERIOD HAS EXPIRED;



 


		●	I
                                            HAVE SIGNED THIS SUPPLEMENTAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY
                                            COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND



 


		●	I
                                            AGREE THAT THE PROVISIONS OF THIS SUPPLEMENTAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED
                                            OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
                                            THE COMPANY AND BY ME.



 


	SIGNED:	 	 	DATE:	 	 
	 	NATHANIEL R. MORRIS	 	 
	 	 






    	 	16	 



     


    

 


EXHIBIT
C


 


[FORM
OF AWARD AGREEMENT]


 


 


 


 


 


 


 




    	 	17	 



     


    

 


RUBICON
TECHNOLOGIES, INC.


2022
EQUITY INCENTIVE PLAN


 


GRANT
NOTICE FOR


RESTRICTED
STOCK UNIT AWARD


 


FOR
GOOD AND VALUABLE CONSIDERATION, Rubicon Technologies, Inc., a Delaware corporation (the “Company”), hereby
grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the
“Award”) under the Rubicon Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”).
Each RSU represents the right to receive one share of Common Stock, upon the terms and subject to the conditions set forth in this Grant
Notice, the Plan and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under
such Plan and attached hereto as Exhibit A. This Award is granted pursuant to the Plan and is subject to and qualified in its
entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the
Plan.


 


	Name
of Participant:
	Nathaniel
    R. Morris
	Grant
    Date:	 
	Number
    of RSUs:	 
	Vesting
    Schedule:	Subject
    to the Plan and the Standard Terms and Conditions (including Section 2(c) thereof), the RSUs shall vest on February 10, 2023, so
    long as the Participant does not incur a Termination of Employment from the Grant Date through such vesting date.



 



    	 	18	 



     


    

 


By
accepting this Grant Notice, the Participant acknowledges that the Participant has received and read, and agrees that this Award shall
be subject to, the terms of this Grant Notice, the Plan, and the Standard Terms and Conditions.


 


	 	RUBICON TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	                   
	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	Nathaniel R. Morris




 


 





Grant Notice
for


Restricted
Stock Unit Award

 




    	 	19	 



     


    

 


EXHIBIT
A


 


RUBICON
TECHNOLOGIES, INC.


2022
EQUITY INCENTIVE PLAN


 


STANDARD
TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS


 


These
Standard Terms and Conditions apply to the Award of Restricted Stock Units granted pursuant to the Rubicon Technologies, Inc. 2022 Equity
Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically
refers to these Standard Terms and Conditions. In addition to these Standard Terms and Conditions, the Restricted Stock Units shall be
subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Plan.


 


1. TERMS
OF RESTRICTED STOCK UNITS


 


Rubicon
Technologies, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant
Notice provided to said Participant herewith (the “Grant Notice”) an award of Restricted Stock Units (the “Award”
or “RSUs”) specified in the Grant Notice, with each Restricted Stock Unit representing the right to receive
one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions
and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a
reference to any Subsidiary.


 


2. VESTING
AND SETTLEMENT OF RESTRICTED STOCK UNITS


 


a. The
Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested
pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration
as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with
respect to that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no
longer subject to forfeiture are referred to herein as “Vested RSUs.” Restricted Stock Units awarded hereunder
that are not vested and remain subject to forfeiture are referred to herein as “Unvested RSUs.”


 


b. As
soon as administratively practicable following the vesting of the RSUs pursuant to the Grant Notice and this Section 2, but in
no event later than March 14, 2023, the Company shall deliver to the Participant shares of Common Stock equal to the number of RSUs that
became Vested RSUs on such date.


 


c. In
the event of a Change in Control or the Participant’s death or Disability, all then Unvested RSUs shall become Vested RSUs effective
as of the date of such Change in Control or death or Disability, as applicable.


 




    	 	20	 



     


    

 


d. Upon
the Participant’s Termination of Employment for any other reason not set forth in Section 2(c), any then Unvested RSUs held
by the Participant shall be forfeited and canceled, for no consideration as of the date of the Participant’s Termination of Employment.


 


3. RIGHTS
AS STOCKHOLDER; DIVIDEND EQUIVALENTS


 


(a) The
Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs (including
any voting rights or rights to dividends or distributions paid on shares of Common Stock, except as provided in Section 3(b))
unless and until shares of Common Stock settled for such RSUs shall have been issued by the Company to the Participant (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).


 


(b) Notwithstanding
the foregoing, from and after the Grant Date and until the earlier of (i) the Participant’s receipt of Common Stock upon settlement
of RSUs and (ii) the time when the Participant’s right to receive Common Stock upon settlement of RSUs is forfeited, on the date
that the Company pays a cash dividend (if any) to holders of Common Stock generally, the Participant shall be entitled to Dividend Equivalents
equal to the product of (A) the dollar amount of the cash dividend paid per share of Common Stock and (B) the total number of outstanding
RSUs held by the Participant on the record date for such dividend. Such Dividend Equivalents (if any) shall be accrued in a Company bookkeeping
account and shall be subject to the same terms and conditions and shall be settled in cash, without interest, or forfeited in the same
manner and at the same time as the RSUs to which the Dividend Equivalents were credited.


 


4. RESTRICTIONS
ON RESALES OF SHARES


 


The
Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales
by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested RSUs, including
(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales
by the Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.


 


5. INCOME
TAXES


 


To
the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the RSUs. Unless the Participant
otherwise elects for a cash payment of such withholding tax obligations, the Company shall, in its sole discretion, either (i) withhold
a portion of the shares of Common Stock that otherwise would be issued to the Participant in an amount equal to such withholding tax
obligations or (ii) use “sell to cover” whereby a broker is directed to sell a number of shares of Common Stock subject to
the Award with a value equal to such withholding tax obligations and remit such proceeds to the Company.


 






    	 	21	 



     


    

 


6. NON-TRANSFERABILITY
OF AWARD


 


Except
as permitted by the Committee or as permitted under Section 17 of the Plan, the Award may not be sold, assigned, transferred, pledged
or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.


 


7. OTHER
AGREEMENTS SUPERSEDED


 


The
Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company
regarding the Award. For the avoidance of doubt, nothing herein shall alter the obligation of the Company to make any cash payment to
the Participant pursuant to that certain CEO Transition Agreement between the Company and the Participant.


 


8. LIMITATION
OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS


 


Neither
the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant
shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the
Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall
have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions
or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s
employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any
reason.


 


9. NO
LIABILITY OF COMPANY


 


The
Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to the Participant or any other
person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory
body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares
hereunder; and (b) any tax consequence expected, but not realized, by the Participant or other person due to the receipt or settlement
of the Award.


 


10. GENERAL


 


(a) In
the event that any provision of the Grant Notice or these Standard Terms and Conditions is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render
it legal, valid and enforceable, or otherwise deleted, and the remainder of the Grant Notice and these Standard Terms and Conditions
shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.


 




    	 	22	 



     


    

 


(b) The
headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part
of the Grant Notice or these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. Words in the masculine
gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include
the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed
to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words
of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably
fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or
other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent
permitted by the provisions thereof and not prohibited by the Plan, the Grant Notice or these Standard Terms and Conditions. Unless the
context requires otherwise, all references to laws and regulations refer to such laws and regulations as they may be amended from time
to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding
law or regulation.


 


(c) The
Grant Notice and these Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.


 


(d) The
Grant Notice and these Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware,
without regard to principles of conflicts of law.


 


(e) In
the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard
Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the
Grant Notice shall control.


 


11. CLAWBACK


 


The
Restricted Stock Units and any shares of Common Stock issued pursuant to the Vested RSUs will be subject to recoupment in accordance
with any clawback policy which is required to adopted by the Company in order to comply with applicable law. No recovery of compensation
under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination”
(or similar term) under any agreement with the Company. By accepting the Award, the Participant is agreeing to be bound by any such clawback
policy.


 


12. ELECTRONIC
DELIVERY


 


By
executing the Grant Notice, the Participant hereby consents to the delivery of information (including information required to be delivered
to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, the Restricted Stock
Units and the Common Stock via Company web site or other electronic delivery.


 



    	 	23	 



    

 


EXHIBIT D


 


[FORM OF PRESS RELEASE] 






 






    24