Contract analysis

ARTICLE 1 — EMPLOYMENT; POSITION AND DUTIES

Section 1.1 — Employment and Title Effective as of the Effective Date, the Company hereby agrees to employ Employee, and Employee hereby agrees to serve, in the capacity of Vice President, Plugin Engineering ("VP, Plugin Engineering"). In such capacity, Employee shall report directly to the Chief Executive Officer of Parent (who, as of the Effective Date, is Desmond Calloway) or to such other senior officer of Parent

Section 1.2 — Duties and Responsibilities During the term of Employee's employment hereunder, Employee shall devote substantially all of Employee's business time, attention, skill, and efforts to the faithful and diligent performance of Employee's duties and responsibilities as VP, Plugin Engineering and such other duties as may be reasonably assigned to Employee from time to time by the Chief Executive Officer of Pa

Section 1.3 — Employment Commitment Period Employee hereby commits to remain employed by the Company (or by Parent or any of its subsidiaries, as applicable) for a period of thirty (30) months from the Effective Date — that is, through and including November 27, 2026 (the "Commitment Period"). The Commitment Period corresponds to the earnout period under the Merger Agreement, and Employee acknowledges and agrees that

ARTICLE 2 — COMPENSATION AND BENEFITS

Section 2.1 — Base Salary During Employee's employment hereunder, the Company shall pay Employee an annual base salary of Two Hundred Seventy-Five Thousand Dollars ($275,000) per year (the "Base Salary"), payable in accordance with the Company's standard payroll schedule as in effect from time to time (currently semi-monthly), less applicable withholdings and deductions as required by law or as authorized by Employee

Section 2.2 — Annual Bonus In addition to the Base Salary, Employee shall be eligible to receive an annual performance bonus (the "Annual Bonus") with a target amount equal to twenty-five percent (25%) of the Base Salary in effect as of the last day of the applicable performance year (i.e., a target Annual Bonus of $68,750 based on the initial Base Salary) (the "Target Bonus"). The actual Annual Bonus amount, which m

Section 2.3 — Equity Participation Employee shall be eligible to participate in one or more equity incentive plans of Parent as may be established, adopted, or amended from time to time by Parent's Board of Directors or its Compensation Committee, subject to the terms, conditions, vesting schedules, and other provisions of such plans and the individual award agreements issued thereunder. Employee acknowledges that an

Section 2.4 — Benefits During Employee's employment hereunder, Employee shall be entitled to participate in all employee benefit plans, programs, and arrangements that are made available by the Company or Parent to similarly situated employees of the Company and Parent from time to time, including, without limitation, medical, dental, and vision insurance plans, group life insurance, short-term and long-term disabili

Section 2.5 — Expense Reimbursement The Company shall reimburse Employee for all reasonable and documented out-of-pocket business expenses incurred by Employee in the course of performing Employee's duties hereunder, including expenses for travel, lodging, meals, client entertainment, and other business-related costs, in each case in accordance with Parent's expense reimbursement policies as in effect from time to ti

ARTICLE 3 — RETENTION EARNOUT PROVISIONS

Section 3.1 — Cross-Reference to Merger Agreement Employee acknowledges and agrees that, pursuant to the Merger Agreement, up to Four Million Five Hundred Thousand Dollars ($4,500,000) in aggregate earnout payments (the "Earnout Payments") may become payable to the former members of Prismyx Data Solutions LLC, subject to the achievement of certain performance milestones and the satisfaction of certain conditions as s

Section 3.2 — Employment Condition for Earnout Each Earnout Payment to Employee is conditioned on Employee's continued active employment with the Company (or with Parent or any subsidiary of Parent) through the end of the applicable Earnout Period (the "Retention Condition"). The treatment of the Retention Condition upon various termination events is as follows: (a) Acceleration Provision. If Employee's employment is

Section 3.3 — Earnout Calculation and Payment The calculation, determination, and payment of the Earnout Payments shall be governed exclusively by the terms and conditions of the Merger Agreement, including the definitions of "PrismLens Net New ARR," the accounting methodologies and procedures applicable thereto, and the dispute resolution mechanisms set forth therein. Any disputes regarding earnout calculations or t

ARTICLE 4 — TERMINATION OF EMPLOYMENT

Section 4.1 — At-Will Employment Notwithstanding the Commitment Period described in Section 1.3 or any other provision of this Agreement, Employee's employment with the Company is and shall remain "at will." This means that either the Company or Employee may terminate Employee's employment at any time, with or without Cause or Good Reason, and with or without prior notice, subject to the notice requirements set forth

Section 4.2 — Termination Events Employee's employment hereunder may be terminated upon the occurrence of any of the following events: (a) Death. Employee's employment shall terminate automatically upon the death of Employee. (b) Disability. The Company may terminate Employee's employment upon Employee's Disability. For purposes of this Agreement, "Disability" means Employee's inability, due to physical or mental inc

Section 4.3 — Definition of "Cause" For purposes of this Agreement, "Cause" shall mean the occurrence of any one or more of the following: (i) Employee's material breach of this Agreement or any other agreement between Employee and the Company, Parent, or any of their respective affiliates (including, without limitation, the restrictive covenants set forth in Article 6 hereof, the Merger Agreement, and the Escrow Agr

Section 4.4 — Definition of "Good Reason" For purposes of this Agreement, "Good Reason" shall mean the occurrence, without Employee's prior written consent, of any one or more of the following events: (i) a material reduction in Employee's Base Salary below Two Hundred Seventy-Five Thousand Dollars ($275,000) per year (or, if Employee's Base Salary has been increased above such amount, below the then-current Base Sal

Section 4.5 — Notice of Termination Any termination of Employee's employment (other than termination by reason of Employee's death) shall be communicated by a written notice of termination from the terminating Party to the other Party, delivered in accordance with Section 10.7 of this Agreement. Such notice shall (a) specify the Section of this Agreement pursuant to which such termination is being effected, (b) in th

ARTICLE 5 — SEVERANCE AND POST-TERMINATION PAYMENTS

Section 5.1 — Termination Without Cause or for Good Reason In the event that Employee's employment is terminated by the Company without Cause pursuant to Section 4.2(d), or Employee resigns for Good Reason pursuant to Section 4.2(e), Employee shall be entitled to receive the following payments and benefits: (a) Accrued Obligations. The Company shall pay to Employee, within thirty (30) days following the Termination D

Section 5.2 — Termination for Cause or Voluntary Resignation Without Good Reason In the event that Employee's employment is terminated by the Company for Cause pursuant to Section 4.2(c), or Employee voluntarily resigns without Good Reason pursuant to Section 4.2(f), Employee shall be entitled to receive only the Accrued Obligations. Employee shall not be entitled to any Severance Payment, COBRA reimbursement, or ear

Section 5.3 — Death or Disability In the event that Employee's employment terminates by reason of Employee's death pursuant to Section 4.2(a) or Disability pursuant to Section 4.2(b), Employee (or, in the case of Employee's death, Employee's estate, designated beneficiaries, or legal representatives, as applicable) shall be entitled to receive: (a) The Accrued Obligations; and (b) A prorated Annual Bonus for the cale

Section 5.4 — Section 409A Compliance (a) The Parties intend that all payments and benefits provided under this Agreement shall comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and guidance promulgated thereunder ("Section 409A"), and this Agreement shall be interpreted and administered in accordance with such

Section 5.5 — Mitigation; No Offset Employee shall have no obligation to seek other employment or otherwise mitigate the amount of any payment or benefit provided under this Article 5 following a termination of Employee's employment. The amount of any severance payment or other benefit payable to Employee under this Article 5 shall not be reduced, offset, or subject to recovery by reason of any compensation earned by

Section 5.6 — Exclusive Remedy The severance payments, benefits, and other entitlements set forth in this Article 5 shall constitute the sole and exclusive severance-related obligations of the Company and Parent to Employee upon any termination of Employee's employment. Employee hereby acknowledges and agrees that, upon receiving the payments and benefits to which Employee is entitled under this Article 5, Employee s

ARTICLE 6 — RESTRICTIVE COVENANTS

Section 6.1 — Confidential Information (a) Definition. "Confidential Information" means any and all non-public, confidential, or proprietary information of the Company, Parent, or any of their respective affiliates, whether in written, electronic, oral, visual, or other form, that Employee obtains access to, receives, or develops during the course of employment or in connection with the transactions contemplated by t

Section 6.2 — Non-Competition (a) During Employee's employment with the Company and for a period of twenty-four (24) months following the date of termination of Employee's employment for any reason (the "Restricted Period"), Employee shall not, directly or indirectly, whether as an employee, officer, director, partner, member, manager, consultant, advisor, independent contractor, agent, owner, investor, or in any oth

Section 6.3 — Non-Solicitation of Employees During Employee's employment with the Company and for a period of twenty-four (24) months following the date of termination of Employee's employment for any reason, Employee shall not, directly or indirectly, whether on Employee's own behalf or on behalf of any other person or entity: (a) solicit, recruit, induce, or encourage any employee of the Company, Parent, or any of

Section 6.4 — Non-Solicitation of Customers During Employee's employment with the Company and for a period of twenty-four (24) months following the date of termination of Employee's employment for any reason, Employee shall not, directly or indirectly, whether on Employee's own behalf or on behalf of any other person or entity, solicit, divert, take away, or attempt to solicit, divert, or take away the business or pa

Section 6.5 — Non-Disparagement (a) Employee shall not, directly or indirectly, at any time during or after employment, make, publish, or communicate any disparaging, negative, or derogatory statements, comments, or remarks, whether written, oral, or electronic, concerning the Company, Parent, any of their respective affiliates, or any of their respective current or former officers, directors, employees, members, man

Section 6.6 — Reasonableness; Reformation Employee acknowledges and agrees that: (a) Employee has received substantial consideration in connection with the execution and delivery of this Agreement, including the consideration paid under the Merger Agreement, the compensation and benefits provided hereunder, the earnout opportunity described in Article 3, and other good and valuable consideration; (b) the restrictive

Section 6.7 — Equitable Relief Employee acknowledges that the Company's and Parent's remedies at law for any breach or threatened breach of the restrictive covenants set forth in this Article 6 may be inadequate and that any such breach or threatened breach would cause irreparable harm to the Company and Parent for which monetary damages alone would not be an adequate remedy. Accordingly, Employee agrees that, in add

ARTICLE 7 — INTELLECTUAL PROPERTY AND INVENTION ASSIGNMENT

Section 7.1 — Prior Inventions Employee has fully disclosed on Schedule A attached hereto all inventions, original works of authorship, developments, improvements, discoveries, trade secrets, ideas, and other intellectual property that were made, conceived, or developed by Employee, alone or jointly with others, prior to Employee's employment with the Company and that are relevant to or may be used in connection with

Section 7.2 — Assignment of Inventions Employee hereby irrevocably assigns and agrees to assign to the Company, without additional compensation, all of Employee's right, title, and interest worldwide in and to all inventions, improvements, discoveries, developments, innovations, works of authorship, trade secrets, techniques, methodologies, processes, software, source code, object code, algorithms, data models, desig

Section 7.3 — Work Made for Hire Employee acknowledges and agrees that all works of authorship (including, without limitation, computer programs, software, source code, documentation, specifications, reports, analyses, and other writings) created by Employee within the scope of Employee's employment shall, to the fullest extent permitted by applicable law, be deemed "works made for hire" as such term is defined in th

Section 7.4 — Cooperation Employee agrees to cooperate fully with the Company, both during and after Employee's employment, in obtaining, maintaining, defending, and enforcing the Company's intellectual property rights in and to all Inventions and works assigned hereunder. Such cooperation shall include, without limitation: (a) executing