EX-10.1




 Exhibit 10.1 

EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of September 7, 2021 (Executive’s first day of employment, after
all eligibility criteria have been met) by and between Fulcrum Therapeutics, Inc. (the “Company”), and Mel Hayes (the “Executive”) (together, the “Parties”). 

RECITALS 
 WHEREAS, the Company
desires to employ the Executive as its Chief Commercial Officer; and 
 WHEREAS, the Executive has agreed to accept such employment on the
terms and conditions set forth in this Agreement; 
 NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements of the Parties herein contained, the Parties hereto agree as follows: 
 1. Agreement. This Agreement shall be effective as of the
Effective Date (“Date of Hire”). Following the Effective Date, the Executive shall continue to be an employee of the Company until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of
Employment”). 
 2. Position. During the Term of Employment, the Executive shall serve as the Chief Commercial Officer of the Company, working
out of the Company’s office in Cambridge, Massachusetts, and travelling as reasonably required by the Executive’s job duties. 
 3. Scope of
Employment. During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as Chief Commercial Officer. The Executive shall report to the President, Chief
Executive Officer and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. The Executive shall devote substantially all of the
Executive’s business time, loyalty, attention and efforts to the business and affairs of the Company and its affiliates. Membership on boards of directors of any other companies will be permitted only with the express approval of the
Company’s board of directors (the “Board”); provided, however, that the Executive may engage in community and charitable activities or participate in industry associations and serve on the boards of up to two (2) community,
charitable or industry organizations, without the approval of the Board, provided such activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties hereunder. The
Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. 











 4. Compensation. As full compensation for all services rendered by the Executive to the Company and
any affiliate thereof, during the Term of Employment, the Company will provide to the Executive the following: 
 (a) Base Salary.
Effective as of the Effective Date, the Executive shall receive a base salary at the annualized rate of $415,000 (the “Base Salary). The Executive’s Base Salary shall be paid in equal installments in accordance with the Company’s
regularly established payroll procedures. The Executive’s Base Salary will be reviewed on an annual or more frequent basis by the Board and is subject to change in the discretion of the Board. 

(b) Annual Discretionary Bonus. Effective as of the Effective Date, the Executive will be eligible to earn an annual performance bonus
of up to 40% of the Executive’s Base Salary (the “Target Bonus”), based upon the Board’s assessment of the Executive’s performance and the Company’s attainment of targeted goals as set by the Board in its sole
discretion. To the extent the Executive’s Base Salary and/or target bonus percentage of Base Salary is changed during the year to which the performance bonus relates, the Target Bonus shall be calculated based on base salary actually paid
during such year (and not solely on the Executive’s Base Salary at the end of such year) and shall apply the initial target bonus percentage of Base Salary and the revised target bonus percentage of Base Salary based on the portion of the year
during which each was in effect. The Board may determine to provide the bonus in the form of cash, equity award(s), or a combination of cash and equity. Following the close of each calendar year, the Board will determine whether the Executive has
earned a performance bonus, and the amount of any performance bonus, based on the set criteria. No amount of the annual bonus is guaranteed, and the Executive must be an employee in good standing on the date of payment in order to be eligible for
any annual bonus, except as specifically set forth below. The annual performance bonus, if earned, will be paid by no later than March 15 of the calendar year after the year to which it relates. The Executive’s bonus eligibility will be
reviewed on an annual or more frequent basis by the Board and is subject to change in the discretion of the Board. 
 (c) Equity
Award. The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine. As part of your initial offer and subject to the approval of the
Company’s Board of Directors, and as a material inducement to you entering into employment with the Company, you will receive a one- time grant of options to purchase 140,000 shares of the Company’s Common Stock (“Option”). The
exercise price per share of the Option shall be equal to the closing price per share of the Common Stock on the Nasdaq Select Market on the effective date of the Option. The Option is subject to adjustment for stock splits, combinations or other
recapitalizations. The Option shall be issued outside the Company’s 2019 Stock Incentive Plan, as an “inducement grant” within the meaning of Nasdaq Listing Rule 5635(c)(4), will be a non-qualified stock option for United States tax
purposes and will be subject to all of the terms set forth in a written agreement covering the Option. Subject to the terms of the stock option agreement evidencing the Option and your continued employment, the Option shall vest over four years at
the rate of 25% on the first anniversary of the Start Date and an additional 6.25% per quarter for the next twelve successive quarters of employment when, after four full years of employment, the Option will be fully vested. 

(d) Paid Time Off. The Executive shall be entitled to paid time off, vacation time plus sick time, consistent with the Company’s
policies. 











 (e) Benefits. Subject to eligibility requirements and the Company’s polices, you
shall have the right, on the same basis as other similarly situated employees of the Company, to participate in, and to receive benefits under, any medical, vision and dental insurance policy maintained by the Company and the Company shall pay a
portion of the cost of the premiums for such medical, vision and dental insurance that is consistent with the Company’s then current employee benefit policy if you elect to participate in such plans. 

(f) Withholdings. All compensation payable to the Executive shall be subject to applicable taxes and withholdings. 

5. Expenses. The Executive will be reimbursed for his actual, necessary and reasonable business expense pursuant to Company policy, subject to the
provisions of Section 3 of Exhibit A attached hereto. 
 6. Restrictive Covenants Agreement. The Executive hereby acknowledges that in
connection with entering into this Agreement, the Executive shall be required to enter into an Employee Confidentiality and Assignment Agreement with the Company. 

7. Employment Termination. This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following: 

(a) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a
physical or mental illness or disability that prevents the Executive from performing the duties of the Executive’s position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The
Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. 

(b) At the election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the Company to
the Executive. As used in this Agreement, “Cause” shall mean: 
  

	 	(i)	 Executive’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or
any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; 



 

	 	(ii)	 Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit,
dishonesty or fraud; 


  

	 	(iii)	 Executive’s gross negligence, willful misconduct or insubordination with respect to the Company that
results in or is reasonably anticipated to result in material harm to the Company, provided, however, that the Executive shall have a period of not less than ten(10) days to cure any curable act or omission constituting Cause described in this
Section 7(b)(iii) following the Company’s delivery to the Executive of written notice of such act or omission; or 


  

	 	(iv)	 Executive’s material violation of any provision of any agreement(s) between the Executive and the Company
relating to non-solicitation, nondisclosure and/or assignment of inventions. 













 (c) At the election of the Executive, with or without “Good Reason” (as defined
below), immediately upon written notice by the Executive to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this Agreement, “Good Reason” shall mean (without
the Executive’s consent): 
  

	 	(i)	 a material diminution of the Executive’s base compensation, other than in connection with, and
substantially proportionate to, reductions by the Company of the base compensation of all or substantially all senior executives of the Company; 


  

	 	(ii)	 a material diminution in the Executive’s duties, authority or responsibilities; 



 

	 	(iii)	 the Company’s requiring Executive to relocate Executive’s primary office more than fifty
(50) miles from the Executive’s then-current primary office; or 


  

	 	(iii)	 any material breach of this Agreement, or any other agreement between the Company and the Executive, by the
Company not otherwise covered by this paragraph; 


 provided, however, that in each case, the Company shall have a period of not less than
thirty (30) days to cure any act constituting Good Reason following Executive’s delivery to the Company of written notice within sixty (60) days of the action or omission constituting Good Reason and that the Executive actually
terminates employment within thirty (30) days following the expiration of the Company’s cure period. 
 8. Effect of Termination. 

(a) All Terminations Other Than by the Company Without Cause or by the Executive With Good Reason. If the Executive’s employment
is terminated under any circumstances other than a Qualifying Termination (as defined below) (including a voluntary termination by the Executive without Good Reason pursuant to Section 7(c), a termination by the Company for Cause pursuant to
Section 7(b) or due to the Executive’s death or Disability pursuant to Section 7(a)), the Company’s obligations under this Agreement shall immediately cease and the Executive shall only be entitled to receive (i) the Base
Salary that has accrued and to which the Executive is entitled as of the effective date of such termination and to the extent consistent with general Company policy, to be paid in accordance with the Company’s established payroll procedure and
applicable law but no later than the next regularly scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation in accordance with Section 5 hereof, and
(iii) any amounts or benefits to which the Executive is then entitled under the terms of the benefit plans then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy
Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”)) (the payments described in this sentence, the “Accrued Obligations”). 

(b) Termination by the Company Without Cause or by the Executive With Good Reason Prior to or More Than Twelve Months Following a Change in
Control. If the Executive’s employment is terminated by the Company without Cause pursuant to Section 7(b) or by the Executive with Good Reason pursuant to Section 7(c) (in either case, a “Qualifying Termination”) prior
to or more than twelve (12) months following a Change in Control (as 











 
defined below), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d), the Company shall:
(i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary for a period of nine (9) months and (ii) provided the Executive is eligible for and
timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay (but in no event longer than nine (9) months following the Executive’s termination date) the share of the premium for health
coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in
which case this benefit will not apply (collectively, the “Severance Benefits”). 
 (c) Termination by the Company Without Cause
or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued
Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d), the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the
Executive’s Base Salary (or, if higher, the Executive’s Base Salary in effect immediately prior to the Change in Control) for a period of twelve (12) months; (ii) pay to the Executive, in a single lump sum on the Payment Date (as
defined below) an amount equal to 100% of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Executive’s Target Bonus immediately prior to the Change in Control, (iii) provided the Executive is
eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay (but in no event longer than twelve(12) months following the Executive’s termination date) the share of the
premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of
applicable law, in which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all then-unvested
equity awards that vest based solely on the passage of time vest and become fully exercisable or non- forfeitable as of the termination date (collectively, the “Change in Control Severance Benefits”). 

(d) Release. As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as
applicable, the Executive must execute and deliver to the Company a severance and release of claims agreement in a form to be provided by the Company (the “Severance Agreement”), which Severance Agreement must become irrevocable within 60
days following the date of the Executive’s termination of employment (or such shorter period as may be directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, will be paid or commence to be
paid in the first regular payroll beginning after the Severance Agreement becomes effective, provided that if the foregoing 60 day period would end in a calendar year subsequent to the year in which the Executive’s employment ends, the
Severance Benefits or Change in Control Severance Benefits, as applicable, will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in Control Severance Benefits, as
applicable, commence pursuant to this sentence, the “Payment Date”). The Executive must continue to comply with the Employee Confidentiality and Assignment Agreement and any similar agreement with the Company in order to be eligible to
continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable. 











 (e) Change in Control Definition. For purposes of this Agreement, “Change in
Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the
assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange
Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in
Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this
definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the
Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of
the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or
election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving
the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is
satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of
the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or
through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation)
beneficially owns, directly or indirectly, fifty percent (50%) or 











 
more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally
in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company. 

9. Absence of Restrictions. The Executive represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants or
other restrictions that prevent the Executive from entering into employment with, or carrying out the Executive’s responsibilities for, the Company, or which are in any way inconsistent with any of the terms of this Agreement. 

10. Notice. Any notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or
certified mail, return receipt requested, postage prepaid, one (1) business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, or immediately upon hand delivery, in each case to the address
of the recipient set forth below. 
 To Executive: 

At the address set forth in the Executive’s personnel file 

To Company: 
 Fulcrum
Therapeutics, Inc. 
 26 Landsdowne Street, 5th Floor 

Cambridge, MA 02139 
 Either Party may change the
address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 10. 
 11.
Applicable Law; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflict of laws provisions thereof). Any action, suit or other
legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within the Commonwealth of Massachusetts), and the
Company and the Executive each consents to the jurisdiction of such a court. The Company and the Executive each hereby irrevocably waives any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any
provision of this Agreement. 
 12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both Parties and their
respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business; provided, however, that the obligations of the Executive are personal and shall not be
assigned by the Executive. 











 13. At-Will Employment. During the Term of Employment, the Executive will continue to be an at-will
employee of the Company, which means that, notwithstanding any other provision set forth herein, the employment relationship can be terminated by either Party for any reason, at any time, with or without prior notice and with or without Cause. 

14. Acknowledgment. The Executive states and represents that the Executive has had an opportunity to fully discuss and review the terms of this
Agreement with an attorney. The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs the
Executive’s name of the Executive’s own free act. 
 15. No Oral Modification, Waiver, Cancellation or Discharge. This Agreement may be
amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion. 

16. Captions and Pronouns. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect
the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall
include the plural, and vice versa. 
 17. Interpretation. The Parties agree that this Agreement will be construed without regard to any presumption
or rule requiring construction or interpretation against the drafting Party. References in this Agreement to “include” or “including” should be read as though they said “without limitation” or equivalent forms.
References in this Agreement to the “Board” shall include any authorized committee thereof. 
 18. Severability. Each provision of this
Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be
unenforceable because the provision is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by limiting or reducing it to the extent legally permitted, so as to be
enforceable to the extent compatible with then applicable law to achieve the intent of the Parties. 
 19. Entire Agreement. This Agreement
constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including, without limitation, the Existing Agreement. 

[Signatures on Page Following] 






















 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth above.

  

			
	FULCRUM THERAPEUTICS, INC.
		
	By:	 	/s/ Kim Hazen
	Name:	 	Kim Hazen
	Title:	 	SVP, Human Resources


			
		
	EXECUTIVE:	 	
	
	/s/ Mel Hayes












 EXHIBIT A 

Payments Subject to Section 409A 
 1.
Subject to this Exhibit A, any severance payments that may be due under the Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the termination
of the Executive’s employment. The following rules shall apply with respect to distribution of the severance payments, if any, to be provided to the Executive under the Agreement, as applicable: 

(a) It is intended that each installment of the severance payments provided under the Agreement shall be treated as a separate
“payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent
specifically permitted or required by Section 409A. 
 (b) If, as of the date of the Executive’s “separation
from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and terms set forth in the letter
agreement. 
 (c) If, as of the date of the Executive’s “separation from service” from the Company, the
Executive is a “specified employee” (within the meaning of Section 409A), then: 
  

	 	(i)	 Each installment of the severance payments due under the Agreement that, in accordance with the dates and terms
set forth herein, will in all circumstances, regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within
the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms set forth in the Agreement; and 



 

	 	(ii)	 Each installment of the severance payments due under the Agreement that is not described in this Exhibit A,
Section 1(c)(i) and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day
after such separation from service (or, if earlier, your death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the
Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any
installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of 














	 	
compensation by reason of the application of Treasury Regulation 1.409A- 1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for
the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following the taxable year in which the separation from service occurs. 


2. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made and in a
manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of Section 2 of this Exhibit A, “Company” shall include all persons with whom the Company would be
considered a single employer under Section 414(b) and 414(c) of the Code. 
 3. All reimbursements and in-kind benefits provided under
the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that
(i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not
affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and
(iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 
 4. The Company makes no
representation or warranty and shall have no liability to the Executive or to any other person if any of the provisions of the Agreement (including this Exhibit A) are determined to constitute deferred compensation subject to Section 409A but
that do not satisfy an exemption from, or the conditions of, that section. 
 5. The Agreement is intended to comply with, or be exempt from,
Section 409A and shall be interpreted accordingly. 
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