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EMPLOYMENT AGREEMENT

by and between

PRISMYX ACQUISITION SUB LLC

and

JONAH EBERHARDT

Dated as of May 27, 2024

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 27, 2024 (the "Effective Date"), which is the Closing Date under the Agreement and Plan of Merger dated April 3, 2024 (the "Merger Agreement"), by and between:

Prismyx Acquisition Sub LLC, a Delaware limited liability company and the surviving entity in the merger (the "Merger") of Prismyx Data Solutions LLC, a Delaware limited liability company, with and into Prismyx Acquisition Sub LLC, and a wholly owned subsidiary of Lumos Analytics Inc., a Delaware corporation ("Parent"), with its registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801 (the "Company");

and

Jonah Eberhardt, an individual residing in Philadelphia, Pennsylvania ("Employee" or "Executive").

Each of the Company and Employee is referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent, Prismyx Acquisition Sub LLC, Prismyx Data Solutions LLC, Jonah Eberhardt, and Talia Messina are parties to that certain Agreement and Plan of Merger, dated as of April 3, 2024 (the "Merger Agreement"), pursuant to which Prismyx Data Solutions LLC has merged with and into Prismyx Acquisition Sub LLC, with Prismyx Acquisition Sub LLC continuing as the surviving entity and a wholly owned subsidiary of Parent;

WHEREAS, prior to the consummation of the Merger, Employee served as Co-Founder, Chief Executive Officer, and Managing Member of Prismyx Data Solutions LLC and was the holder of 55% of the outstanding membership interests of Prismyx Data Solutions LLC (representing 550 of 1,000 total issued and outstanding units);

WHEREAS, the Merger Agreement contemplates, as a condition to the closing of the transactions described therein, that Employee will enter into this Employment Agreement with the Company in connection with, among other things, the retention earnout provisions set forth in the Merger Agreement, and the Parties acknowledge that Employee's continued employment and services are critical to the successful integration and realization of the value of the business of Prismyx Data Solutions LLC and its PrismLens technology following the closing of the Merger;

WHEREAS, the Company desires to employ Employee, and Employee desires to accept employment with the Company, upon the terms and conditions set forth herein; and

WHEREAS, defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, the consideration provided under the Merger Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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 or the Company as Parent may designate from time to time in its reasonable discretion.

Employee's principal place of employment shall be the Company's office located at 1414 Walnut Street, Suite 310, Philadelphia, PA 19102, or such other location within the greater Philadelphia metropolitan area as the Company may designate from time to time; provided, however, that Employee acknowledges and agrees that the performance of Employee's duties may require reasonable business travel, including periodic travel to Parent's headquarters located at 450 Mission Street, Suite 2200, San Francisco, CA 94105, and to such other locations as may be reasonably necessary for the performance of Employee's duties. The Company currently anticipates that such travel to Parent's headquarters will be required approximately one to two weeks per calendar quarter, though the frequency and duration of such travel may vary based on business needs, integration milestones, and other operational considerations.

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 Parent or Employee's other reporting officer, consistent with Employee's position and experience.

Without limiting the generality of the foregoing, Employee's principal duties and responsibilities shall include:

(a) leading the development, maintenance, enhancement, and ongoing innovation of the PrismLens plugin suite, including but not limited to the PrismLens anomaly detection engine, the data visualization modules, the predictive analytics toolkit, and related components and integrations;

(b) managing and providing leadership to the plugin engineering team, including responsibility for hiring, performance management, mentoring, and retention of engineering personnel within Employee's functional area;

(c) coordinating and collaborating with Parent's product management, engineering leadership, architecture, and data science teams to ensure the effective and timely integration of PrismLens technology into Parent's Lumos Analytics platform and product ecosystem;

(d) contributing to the development of product roadmaps, technical specifications, architecture decisions, and strategic plans relating to the PrismLens plugin suite and its integration with Parent's broader product offerings;

(e) supporting customer engagement, sales enablement, and technical customer success activities relating to the PrismLens plugin suite as reasonably requested by the Company or Parent; and

(f) performing such other duties and responsibilities as are customarily associated with the position of Vice President, Plugin Engineering or as may be reasonably assigned by the Chief Executive Officer of Parent from time to time, consistent with Employee's expertise, experience, and position.

Employee shall faithfully and diligently perform all duties assigned hereunder and shall comply with all written policies, procedures, codes of conduct, and guidelines of the Company and Parent as may be in effect from time to time and as communicated to Employee. Employee shall not engage in any outside business activities, employment, consulting, advisory, or board service without the prior written consent of the Chief Executive Officer of Parent; provided, however, that nothing herein shall prohibit Employee from (i) making passive personal investments that do not create a conflict of interest with the business of the Company, Parent, or their affiliates and that do not require Employee's active participation in the management or operations of the entities in which such investments are made, (ii) engaging in charitable, educational, civic, or professional activities that do not materially interfere with Employee's duties hereunder, or (iii) managing Employee's personal and family financial affairs, in each case, so long as such activities do not individually or in the aggregate interfere with Employee's performance of duties hereunder or otherwise conflict with the terms of this Agreement.

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 Employee's commitment to continued employment during the Commitment Period is a material inducement to the Company and Parent to consummate the transactions contemplated by the Merger Agreement and to structure the retention earnout provisions set forth therein. Nothing in this Section 1.3 shall be construed to alter the at-will nature of Employee's employment as described in Section 4.1 below; rather, this Section 1.3 sets forth the Parties' mutual expectations and understanding regarding Employee's intended period of service, and Employee's departure prior to the end of the Commitment Period shall have the consequences set forth in Articles 3, 4, and 5 of this Agreement.

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.

The Base Salary shall be subject to annual review by the Chief Executive Officer of Parent and the Chief People Officer of Parent, and may be adjusted upward in Parent's discretion. Notwithstanding the foregoing, during the Commitment Period, the Base Salary shall not be decreased below Two Hundred Seventy-Five Thousand Dollars ($275,000) per year without Employee's prior written consent. Any increase in Base Salary shall not serve to limit or reduce any other obligation of the Company under this Agreement and, once increased, the Base Salary as so increased shall constitute the "Base Salary" for all purposes of this Agreement (including for the calculation of the Target Bonus under Section 2.2 and severance under Section 5.1).

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 may be greater than, equal to, or less than the Target Bonus (including zero), shall be determined by Parent in its sole and reasonable discretion, based on a combination of individual performance criteria, team performance metrics, and company-wide performance goals as established and communicated by Parent for the applicable performance year.

The Annual Bonus for any partial calendar year of employment (including the 2024 calendar year) shall be prorated based on the number of days of Employee's employment during such calendar year divided by 365 (or 366, as applicable). Any Annual Bonus earned for a given performance year shall be payable no later than March 15 of the calendar year immediately following the performance year to which such Annual Bonus relates. Except as expressly provided in Article 5 with respect to certain termination events, Employee must be actively employed by the Company (or Parent or any of its subsidiaries) on the date the Annual Bonus is paid in order to earn and receive such bonus.

For the avoidance of doubt, the Annual Bonus is discretionary and neither the payment of a bonus in any year nor the establishment of any particular performance criteria shall create an entitlement to a bonus in any subsequent year.

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 any equity grants to Employee, including without limitation stock options, restricted stock units, or other equity-based awards, shall be at the sole discretion of Parent's Board of Directors or its Compensation Committee, and that nothing in this Agreement shall be construed as a guarantee or commitment that any such grants will be made.

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 disability insurance, flexible spending accounts, and the Company's or Parent's 401(k) retirement savings plan, in each case subject to the terms, conditions, and eligibility requirements of such plans as in effect from time to time. Nothing herein shall obligate the Company or Parent to maintain any particular benefit plan or program, and the Company and Parent reserve the right to amend, modify, or terminate any such plan or program at any time in accordance with applicable law.

Employee shall be entitled to paid time off ("PTO") in accordance with Parent's PTO policies as in effect from time to time for similarly situated employees; provided, however, that Employee shall be entitled to not less than twenty (20) business days of PTO per calendar year (prorated for any partial calendar year of employment). PTO shall accrue and be administered in accordance with Parent's standard PTO policies, including any policies regarding carryover, maximum accrual, and payout of unused PTO upon termination.

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 time. Employee shall submit documentation and receipts for all such expenses in accordance with such policies, and the Company shall process reimbursement within thirty (30) days following Employee's submission of proper and complete documentation. Notwithstanding the foregoing, the Company shall not be required to reimburse any expense that is not in compliance with Parent's policies or that is not adequately documented.

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 set forth in the Merger Agreement. Employee's pro rata share of the maximum aggregate Earnout Payments is fifty-five percent (55%), corresponding to Employee's former ownership of 55% of the outstanding membership interests of Prismyx Data Solutions LLC, which yields a maximum aggregate earnout entitlement attributable to Employee of Two Million Four Hundred Seventy-Five Thousand Dollars ($2,475,000).

The Earnout Payments are structured in two tranches, as follows:

(a) Earnout Period 1: The first earnout tranche covers the period commencing on the Closing Date and ending on August 27, 2025 (months 1 through 15 following the Closing Date) ("Earnout Period 1"). Up to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate may become payable with respect to Earnout Period 1, of which Employee's pro rata share at 55% is up to One Million Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($1,237,500). The Earnout Period 1 payment is contingent upon the PrismLens Net New ARR (as defined in the Merger Agreement) equaling or exceeding Two Million Two Hundred Thousand Dollars ($2,200,000) during Earnout Period 1.

(b) Earnout Period 2: The second earnout tranche covers the period commencing on the day following the end of Earnout Period 1 and ending on November 27, 2026 (months 16 through 30 following the Closing Date) ("Earnout Period 2"). Up to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate may become payable with respect to Earnout Period 2, of which Employee's pro rata share at 55% is up to One Million Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($1,237,500). The Earnout Period 2 payment is contingent upon the cumulative PrismLens Net New ARR from the Closing Date equaling or exceeding Three Million Five Hundred Thousand Dollars ($3,500,000) as of the end of Earnout Period 2.

With respect to each earnout tranche, pro rata linear interpolation shall apply to determine the amount payable if the achievement level for the applicable milestone target equals or exceeds seventy-five percent (75%) but is less than one hundred percent (100%) of the applicable target. At seventy-five percent (75%) achievement, fifty percent (50%) of the applicable tranche shall be payable, scaling linearly to one hundred percent (100%) of the tranche at full achievement. If achievement is below seventy-five percent (75%) of the applicable milestone target, no amount shall be payable with respect to such tranche.

Employee acknowledges that the Earnout Payments are intended to serve as both a performance incentive and a retention mechanism in connection with the Merger, and that the earnout structure reflects the agreed-upon allocation of risk and reward between Parent and the former members of Prismyx Data Solutions LLC.

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 terminated by the Company without Cause (as defined in Section 4.3) or by Employee for Good Reason (as defined in Section 4.4) prior to the end of an applicable Earnout Period, the Retention Condition for such Earnout Period (and any subsequent Earnout Period that has not yet been completed) shall be deemed satisfied for all purposes of the Merger Agreement and this Agreement (the "Acceleration Provision"). In such event, Employee shall remain entitled to receive Employee's pro rata share of any Earnout Payment that becomes payable based on actual performance against the applicable milestone targets for such Earnout Period(s), calculated and paid in accordance with the terms of the Merger Agreement.

(b) Forfeiture Upon Cause or Voluntary Resignation. If Employee voluntarily resigns without Good Reason or is terminated by the Company for Cause prior to the end of an applicable Earnout Period, the Retention Condition for such Earnout Period (and any subsequent Earnout Period that has not yet been completed) shall not be satisfied, and Employee shall forfeit all right, title, and interest in and to the applicable unpaid earnout tranche(s), without any further liability or obligation on the part of the Company or Parent.

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 the determination of milestone achievement shall be resolved in accordance with the dispute resolution mechanism set forth in the Merger Agreement, and the provisions of Section 10.2 of this Agreement shall not apply to such disputes. Nothing in this Agreement shall be construed to modify, expand, or limit the terms or conditions applicable to the Earnout Payments as set forth in the Merger Agreement.

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 in Section 4.5 and the severance, earnout, and other consequences set forth in Articles 3, 5, and 6 of this Agreement. Nothing in this Agreement shall be construed as a guarantee of continued employment for any specific period of time.

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 incapacity, to perform the essential functions of Employee's position, with or without reasonable accommodation, for a period of ninety (90) consecutive calendar days or for an aggregate of one hundred twenty (120) calendar days during any twelve (12)-month period, as determined in good faith by the Company based on competent medical evidence. The Company's determination of Disability shall be made in accordance with applicable law, including the Americans with Disabilities Act and any applicable state disability or leave laws.

(c) Termination by the Company for Cause. The Company may terminate Employee's employment for Cause, as defined in Section 4.3.

(d) Termination by the Company Without Cause. The Company may terminate Employee's employment at any time without Cause, for any reason or no reason, upon written notice to Employee.

(e) Resignation by Employee for Good Reason. Employee may resign Employee's employment for Good Reason, as defined in Section 4.4, subject to compliance with the notice and cure procedures set forth therein.

(f) Voluntary Resignation by Employee Without Good Reason. Employee may voluntarily resign Employee's employment at any time without Good Reason, upon not less than thirty (30) days' prior written notice to the Company (which notice period the Company may, in its sole discretion, waive in whole or in part, and during which the Company may relieve Employee of some or all duties while continuing to pay Base Salary through the date of termination selected by the Company).

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 Agreement), which breach, if susceptible to cure, remains uncured for a period of thirty (30) days after written notice thereof from the Company to Employee specifying in reasonable detail the nature of such breach;

(ii) Employee's conviction of, or plea of guilty or nolo contendere to, (A) a felony under the laws of any jurisdiction, or (B) any crime involving moral turpitude, fraud, dishonesty, or misrepresentation;

(iii) Employee's willful misconduct or gross negligence in the performance of Employee's duties hereunder that results in, or is reasonably likely to result in, material harm to the Company, Parent, or any of their affiliates;

(iv) Employee's material violation of any written policies of the Company or Parent that have been communicated to Employee, including without limitation policies relating to workplace conduct, anti-harassment, anti-discrimination, ethics, and data security;

(v) Employee's fraud, embezzlement, or misappropriation of funds or property of the Company, Parent, or any of their respective affiliates, or Employee's engagement in acts of dishonesty relating to Employee's responsibilities as an employee; or

(vi) Employee's willful and continued refusal to perform the material lawful duties and responsibilities consistent with Employee's position (other than any such failure resulting from Employee's Disability), after the Company has delivered to Employee a written demand for performance that specifically identifies the manner in which the Company believes Employee has failed to perform and Employee has failed to remedy such refusal within fifteen (15) days following receipt of such written demand.

For purposes of this Section 4.3, no act or failure to act by Employee shall be considered "willful" if Employee acted in good faith and with a reasonable belief that Employee's action or inaction was in the best interests of the Company. The Company's determination that an event constituting Cause has occurred shall be made in good faith by the Board of Directors of Parent (or a committee thereof).

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 Salary);

(ii) a material diminution in Employee's title, authority, duties, or responsibilities, including without limitation a requirement that Employee report to any person other than the Chief Executive Officer of Parent (or a comparable or more senior officer designated by Parent) or a material reduction in the scope of Employee's management responsibilities with respect to the PrismLens plugin suite;

(iii) a relocation of Employee's principal place of employment to a location that is more than fifty (50) miles from the Company's current office in Philadelphia, Pennsylvania, without Employee's consent; or

(iv) a material breach by the Company of any material provision of this Agreement.

Notwithstanding the foregoing, no event described above shall constitute Good Reason unless:

(a) Employee provides written notice to the Company of the event or condition claimed to constitute Good Reason within sixty (60) days following the initial occurrence of such event or condition, which notice shall specifically identify the provision of this Section 4.4 relied upon and describe in reasonable detail the facts and circumstances claimed to constitute Good Reason;

(b) the Company fails to cure or remedy such event or condition within thirty (30) days following its receipt of Employee's written notice (the "Cure Period"); and

If the Company timely cures the event or condition giving rise to Employee's notice of Good Reason, Employee's notice shall be deemed withdrawn and such event or condition shall not constitute Good Reason. Employee's failure to provide notice within the sixty (60)-day period, or Employee's failure to resign within thirty (30) days following the expiration of the Cure Period, shall constitute a waiver of Employee's right to resign for Good Reason with respect to such event or condition (but shall not preclude Employee from asserting Good Reason based on a subsequent occurrence of the same or different event or condition).

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 the case of a termination for Cause or a resignation for Good Reason, set forth in reasonable detail the facts and circumstances claimed to constitute Cause or Good Reason, as applicable, and (c) specify the effective date of termination (the "Termination Date"). The failure by the terminating Party to set forth in the notice of termination any fact or circumstance that contributes to a showing of Cause or Good Reason shall not waive any right of such Party hereunder or preclude such Party from asserting such fact or circumstance in any subsequent enforcement of such Party's rights.

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 Date (or such earlier date as may be required by applicable law), (i) any earned but unpaid Base Salary through the Termination Date, (ii) any accrued but unused PTO through the Termination Date (valued at Employee's daily rate of Base Salary), (iii) reimbursement for any unreimbursed business expenses properly incurred prior to the Termination Date and submitted in accordance with Section 2.5, and (iv) any vested benefits to which Employee is entitled under the terms of any applicable employee benefit plans of the Company or Parent as of the Termination Date (collectively, the "Accrued Obligations"). For the avoidance of doubt, Accrued Obligations shall be payable regardless of the reason for termination and regardless of whether Employee executes the Release described below.

(b) Severance Payment. Subject to Section 5.1(e) below, the Company shall continue to pay Employee the Base Salary at the annual rate of Two Hundred Seventy-Five Thousand Dollars ($275,000) per year (or the then-current Base Salary, if higher) for a period of twelve (12) months following the Termination Date, payable in substantially equal installments in accordance with the Company's regular payroll schedule, less applicable withholdings and deductions (the "Severance Payment"). The aggregate Severance Payment shall equal Two Hundred Seventy-Five Thousand Dollars ($275,000) (or such higher amount reflecting any increase to the Base Salary in effect at the time of termination).

(c) COBRA Reimbursement. Subject to Section 5.1(e) below, if Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Employee for the full cost of COBRA premiums for continued health, dental, and vision insurance coverage for Employee and Employee's eligible dependents for a period of up to twelve (12) months following the Termination Date, or, if earlier, until Employee becomes eligible for substantially comparable coverage through a subsequent employer. Employee shall promptly notify the Company in writing upon becoming eligible for such subsequent employer coverage. To the extent that the Company's reimbursement of COBRA premiums would result in a violation of applicable non-discrimination rules under the Patient Protection and Affordable Care Act or other applicable law, the Company shall instead pay to Employee a taxable cash payment equal to the applicable COBRA premium for each remaining month of the COBRA reimbursement period, payable in accordance with the Company's regular payroll schedule.

(d) Earnout Acceleration. The Retention Condition for any unpaid Earnout Payment tranche(s) shall be deemed satisfied pursuant to and in accordance with Section 3.2(a) of this Agreement.

(e) Release Condition. Notwithstanding the foregoing, all severance payments and benefits described in Sections 5.1(b) and 5.1(c) above (but not the Accrued Obligations or the Earnout Acceleration) shall be contingent upon Employee's timely execution, delivery, and non-revocation, within sixty (60) days following the Termination Date, of a general release of claims against the Company, Parent, their respective affiliates, and their respective officers, directors, employees, and agents, in a form reasonably acceptable to the Company (the "Release"). The Company shall deliver the Release to Employee within seven (7) business days following the Termination Date. If Employee fails to execute and return the Release within the applicable consideration period, or if Employee revokes the Release during any applicable revocation period, Employee shall not be entitled to any severance payments or COBRA reimbursement under this Section 5.1 (other than the Accrued Obligations).

Severance payments under Section 5.1(b) shall commence on the first regular payroll date of the Company occurring on or after the date the Release becomes effective and irrevocable (the "Release Effective Date"). Any installments that would otherwise have been payable between the Termination Date and the Release Effective Date shall be aggregated and paid in a lump sum on such first regular payroll date, with subsequent installments continuing in accordance with the Company's regular payroll schedule for the remainder of the twelve (12)-month severance period.

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 earnout acceleration under this Agreement, and the Retention Condition for any unpaid Earnout Payment tranche(s) shall not be deemed satisfied as provided in Section 3.2(b).

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 calendar year in which the termination occurs, calculated by multiplying the Target Bonus for such year by a fraction, the numerator of which is the number of days elapsed in the applicable performance year through the Termination Date and the denominator of which is 365 (or 366, as applicable), payable at the same time annual bonuses are paid to other similarly situated employees of the Company (but in no event later than March 15 of the calendar year immediately following the performance year).

In addition, upon a termination of employment due to Employee's death or Disability, the Retention Condition for any unpaid Earnout Payment tranche(s) shall be deemed satisfied, and Employee (or Employee's estate, beneficiaries, or legal representatives, as applicable) shall remain entitled to receive Employee's pro rata share of any Earnout Payment that becomes payable based on actual performance against the applicable milestone targets, calculated and paid in accordance with the terms of the Merger Agreement.

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 intent. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with, or are exempt from, Section 409A.

(b) If Employee is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Employee's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), and if any payment or benefit to be provided hereunder constitutes "nonqualified deferred compensation" within the meaning of Section 409A and would be payable during the six (6)-month period following Employee's separation from service, then such payment or benefit shall be delayed and shall instead be paid or provided on the first business day following the date that is six (6) months after Employee's separation from service (or, if earlier, the date of Employee's death) (the "Delayed Payment Date"). On the Delayed Payment Date, Employee shall receive a lump sum payment equal to the aggregate amount of all payments that were delayed pursuant to this paragraph, together with interest thereon at the applicable federal rate under Section 7872(f)(2)(A) of the Code.

(c) Each installment payment made pursuant to this Agreement shall be treated as a separate "payment" for purposes of Section 409A. The right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

(d) To the extent that any reimbursement or in-kind benefit provided under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A, such reimbursement or in-kind benefit shall be provided in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), including, without limitation: (i) the amount eligible for reimbursement or in-kind benefit in one taxable year shall not affect the amount eligible for reimbursement or in-kind benefit in any other taxable year (except as may be expressly permitted by Section 409A); (ii) reimbursement shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

(e) Notwithstanding anything to the contrary in this Agreement, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "nonqualified deferred compensation" upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A.

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 Employee from subsequent employment or other source following the Termination Date; provided, however, that the Company's obligation to provide COBRA reimbursement under Section 5.1(c) shall cease to the extent that Employee becomes eligible for substantially comparable group health insurance coverage through a subsequent employer, as described therein.

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 shall have no entitlement to any other severance, termination, or similar payments or benefits under any other severance plan, policy, program, or arrangement of the Company, Parent, or any of their affiliates. For the avoidance of doubt, this Section 5.6 shall not limit Employee's rights with respect to (a) the Earnout Payments under the Merger Agreement (as referenced in Article 3), (b) any vested benefits under the Company's or Parent's employee benefit plans, (c) any equity awards governed by separate award agreements, or (d) any indemnification rights under Article 9 of this Agreement.

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 the Merger Agreement, including without limitation: (i) trade secrets; (ii) proprietary technology, software, source code, object code, algorithms, architectures, designs, data models, and technical specifications (including, without limitation, all technology, code, algorithms, and technical documentation relating to the PrismLens plugin suite and any derivatives, enhancements, or successor products thereof); (iii) customer lists, customer data, customer preferences, pricing information, and the terms of customer contracts and agreements; (iv) financial data, projections, forecasts, budgets, revenue figures, cost structures, and business plans; (v) business strategies, product roadmaps, development plans, marketing plans, and competitive analyses; (vi) employee and personnel information; (vii) vendor and supplier information, including contract terms and pricing; (viii) patent applications, invention disclosures, and other intellectual property information not yet publicly available; and (ix) any other information designated as "confidential," "proprietary," or words of similar import, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

(b) Non-Disclosure and Non-Use. During Employee's employment and at all times thereafter, Employee shall not, directly or indirectly, use, disclose, publish, or otherwise disseminate any Confidential Information to any person, firm, corporation, or other entity, except (i) as necessary in the faithful and diligent performance of Employee's duties hereunder, (ii) with the prior written consent of the Company, or (iii) as otherwise expressly permitted by this Agreement. Employee shall use reasonable care, and in no event less than the same degree of care that Employee uses to protect Employee's own confidential information, to safeguard and prevent the unauthorized use or disclosure of Confidential Information.

(c) Survival. The obligations of Employee under this Section 6.1 shall survive the termination of Employee's employment for any reason and shall continue for so long as the applicable Confidential Information retains its confidential or proprietary nature, including, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law.

(d) Exceptions. The restrictions set forth in this Section 6.1 shall not apply to information that: (i) is or becomes generally available to the public other than through Employee's breach of this Agreement or any other confidentiality obligation; (ii) was known to Employee prior to its disclosure by the Company or Parent and was not subject to any confidentiality obligation at the time of such prior knowledge; (iii) is independently developed by Employee without use of or reference to any Confidential Information; or (iv) is rightfully received by Employee from a third party that is not bound by any confidentiality obligation to the Company, Parent, or their affiliates with respect to such information.

(e) Required Disclosures. Notwithstanding the foregoing, Employee may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental body of competent jurisdiction; provided, however, that Employee shall, to the extent legally permissible, (i) provide the Company with prompt written notice of such required disclosure in order to enable the Company to seek a protective order or other appropriate remedy, (ii) reasonably cooperate with the Company in its efforts to obtain such protective order or other remedy, and (iii) disclose only such portion of the Confidential Information as is legally required to be disclosed.

(f) Defend Trade Secrets Act Notice. In accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Employee is hereby notified that:

(i) 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 made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

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 other capacity, engage in, own, manage, operate, control, consult for, provide services to, or be employed by, or otherwise participate in the ownership, management, operation, or control of, any business, enterprise, or entity that develops, markets, sells, licenses, distributes, or provides data analytics plugins, tools, modules, or solutions for financial data visualization, anomaly detection, or predictive analytics within the financial services industry, or any business, enterprise, or entity that otherwise competes with the business of the Company or Parent as conducted at the time of Employee's termination (collectively, the "Restricted Business").

(b) Geographic Scope. The non-competition restrictions set forth in this Section 6.2 shall apply throughout the United States of America. Employee acknowledges that the Restricted Business is conducted on a national basis and through the internet and other electronic channels that are not geographically limited, and that the geographic scope of this restriction is therefore reasonable and necessary to protect the legitimate business interests of the Company and Parent.

(c) Exclusions. Notwithstanding the foregoing, nothing in this Section 6.2 shall prohibit Employee from owning, directly or indirectly, as a passive investment, securities of any entity that are listed on a national securities exchange or traded in the over-the-counter market, provided that Employee does not, directly or indirectly, own more than two percent (2%) of any class of securities of such entity and does not otherwise participate in the management, operation, or control of such entity.

Section 6.3 — Non-Solicitation of Employees

(a) solicit, recruit, induce, or encourage any employee of the Company, Parent, or any of their respective affiliates to leave such employment or to terminate or modify such employee's employment relationship with the Company, Parent, or their affiliates;

(b) hire or engage, or assist any other person or entity in hiring or engaging, any individual who is then an employee of the Company, Parent, or any of their respective affiliates, or who was an employee of the Company, Parent, or any of their respective affiliates at any time during the six (6)-month period immediately preceding the date of such hiring or engagement; or

(c) otherwise interfere with the employment relationship between the Company, Parent, or their affiliates and any of their respective employees.

Notwithstanding the foregoing, this Section 6.3 shall not prohibit (i) general solicitations of employment that are not specifically directed at employees of the Company, Parent, or their affiliates, including without limitation advertisements in newspapers, trade publications, on job boards or internet sites, and postings on social media platforms that are not targeted at specific individuals, or (ii) serving as a reference for any current or former employee who seeks a reference from Employee, provided that Employee did not solicit or encourage such employee's departure.

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 patronage of any customer, client, or prospective customer or client of the Company, Parent, or any of their respective affiliates:

(a) with whom Employee had material contact during the course of Employee's employment with the Company (or with Prismyx Data Solutions LLC prior to the Merger);

(b) with whom Employee was involved in business development, account management, or relationship management activities during Employee's employment; or

Employee specifically acknowledges that the customers and prospective customers subject to this restriction include, but are not limited to, Ardent Financial Technologies, Inc., Halcyon Capital Markets LLC, and Corbin Institutional Services Corp., each of which has material business relationships with the Company and with respect to which Employee possesses Confidential Information and goodwill developed during Employee's tenure as Co-Founder and CEO of Prismyx Data Solutions LLC.

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, managers, agents, products, services, business practices, or reputation.

(b) In consideration of Employee's obligations under this Section 6.5, the Company and Parent shall instruct their respective senior officers and members of their respective Boards of Directors not to make, publish, or communicate any disparaging, negative, or derogatory statements, comments, or remarks, whether written, oral, or electronic, concerning Employee or Employee's professional reputation, performance, or character.

(c) Notwithstanding the foregoing, nothing in this Section 6.5 shall prohibit either Party from making truthful statements (i) that are required by applicable law, regulation, or legal process, including in connection with testimony under oath, responses to subpoenas or other compulsory legal process, or filings with governmental or regulatory authorities, or (ii) that are made in connection with the enforcement of any right or remedy under this Agreement, the Merger Agreement, or any other agreement between the Parties. Additionally, nothing in this Section 6.5 shall restrict Employee's ability to communicate with any governmental agency or regulatory body, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or any comparable state or local agency, regarding any potential violation of law.

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 covenants set forth in this Article 6 are reasonable and necessary to protect the legitimate business interests of the Company and Parent, including their trade secrets, Confidential Information, goodwill, customer relationships, and investment in the Merger and the PrismLens technology; (c) the restrictions contained herein are reasonable in scope, duration, and geographic area in light of the nature of the Company's and Parent's business, the competitive landscape, and the consideration received by Employee; and (d) Employee has had the opportunity to consult with legal counsel of Employee's choosing regarding the terms and implications of these restrictive covenants.

If any court of competent jurisdiction or arbitrator determines that any restrictive covenant set forth in this Article 6 is unenforceable because it is overly broad in scope, duration, or geographic area, or is otherwise unreasonable, the Parties hereby request and agree that such court or arbitrator shall reform, modify, and construe such covenant (rather than voiding or striking it in its entirety) to the maximum scope, duration, and geographic area that such court or arbitrator determines to be reasonable and enforceable under applicable law, and shall enforce such covenant as so reformed, modified, and construed.

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 addition to any other remedies available at law or in equity, the Company and Parent shall be entitled to seek temporary, preliminary, and permanent injunctive relief and other equitable relief to enforce the provisions of this Article 6, without the necessity of proving actual damages and without the requirement of posting a bond or other security (or, if a bond is required by applicable law, a nominal bond). The existence of any claim or cause of action by Employee against the Company or Parent, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictive covenants set forth herein.

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 the Company's or Parent's business ("Prior Inventions"). Employee represents and warrants that Schedule A is complete and accurate. If no Prior Inventions are listed on Schedule A, Employee represents that no such Prior Inventions exist.

Employee acknowledges and agrees that all intellectual property rights in and to the PrismLens plugin suite and all related technology, software, source code, documentation, and other intellectual property that was owned by Prismyx Data Solutions LLC prior to the Merger — including, without limitation, U.S. Patent Application No. 17/842,316 (filed June 14, 2022, currently pending, titled "Method and System for Real-Time Anomaly Detection in Financial Data Streams"), the "PrismLens" trademark (U.S. Reg. No. 6,894,112), the "Prismyx" trademark (U.S. Reg. No. 6,701,488), and the Prismyx prism logo trademark (U.S. Reg. No. 6,933,201), together with all associated goodwill — transferred to the Company by operation of the Merger and are not "Prior Inventions" for purposes of this Agreement or Schedule A.

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, designs, ideas, concepts, know-how, and all other intellectual property and proprietary rights (collectively, "Inventions") that are: (a) conceived, created, developed, or reduced to practice by Employee, alone or jointly with others, during the period of Employee's employment with the Company, and (b) that relate to, or are useful in connection with, the Company's or Parent's actual or reasonably anticipated business, research, development, or products.

The foregoing assignment includes all patent rights (including the right to file patent applications and to claim priority based on any such application), copyrights, trade secret rights, trademark rights, mask work rights, and any and all other intellectual property rights of any kind or nature, in each case throughout the world, in and to all such Inventions. Employee agrees to promptly and fully disclose to the Company all Inventions subject to assignment hereunder.

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 the U.S. Copyright Act, 17 U.S.C. § 101 et seq., and all copyrights therein shall be the sole and exclusive property of the Company from the moment of creation. To the extent that any such work of authorship does not qualify as a "work made for hire" under applicable law, Employee hereby irrevocably assigns and agrees to assign to the Company all right, title, and interest in and to such work, including all copyrights therein, without additional compensation.

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

EMPLOYMENT AGREEMENT
by and between
PRISMYX ACQUISITION SUB LLC
and
JONAH EBERHARDT
Dated as of May 27, 2024
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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 27, 2024 (the "Effective Date"), which is the Closing Date under the Agreement and Plan of Merger dated April 3, 2024 (the "Merger Agreement"), by and between:
Prismyx Acquisition Sub LLC, a Delaware limited liability company and the surviving entity in the merger (the "Merger") of Prismyx Data Solutions LLC, a Delaware limited liability company, with and into Prismyx Acquisition Sub LLC, and a wholly owned subsidiary of Lumos Analytics Inc., a Delaware corporation ("Parent"), with its registered agent at Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801 (the "Company");
and
Jonah Eberhardt, an individual residing in Philadelphia, Pennsylvania ("Employee" or "Executive").
Each of the Company and Employee is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Prismyx Acquisition Sub LLC, Prismyx Data Solutions LLC, Jonah Eberhardt, and Talia Messina are parties to that certain Agreement and Plan of Merger, dated as of April 3, 2024 (the "Merger Agreement"), pursuant to which Prismyx Data Solutions LLC has merged with and into Prismyx Acquisition Sub LLC, with Prismyx Acquisition Sub LLC continuing as the surviving entity and a wholly owned subsidiary of Parent;
WHEREAS, prior to the consummation of the Merger, Employee served as Co-Founder, Chief Executive Officer, and Managing Member of Prismyx Data Solutions LLC and was the holder of 55% of the outstanding membership interests of Prismyx Data Solutions LLC (representing 550 of 1,000 total issued and outstanding units);
WHEREAS, the Merger Agreement contemplates, as a condition to the closing of the transactions described therein, that Employee will enter into this Employment Agreement with the Company in connection with, among other things, the retention earnout provisions set forth in the Merger Agreement, and the Parties acknowledge that Employee's continued employment and services are critical to the successful integration and realization of the value of the business of Prismyx Data Solutions LLC and its PrismLens technology following the closing of the Merger;
WHEREAS, the Company desires to employ Employee, and Employee desires to accept employment with the Company, upon the terms and conditions set forth herein; and
WHEREAS, defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, the consideration provided under the Merger Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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 or the Company as Parent may designate from time to time in its reasonable discretion.
Employee's principal place of employment shall be the Company's office located at 1414 Walnut Street, Suite 310, Philadelphia, PA 19102, or such other location within the greater Philadelphia metropolitan area as the Company may designate from time to time; provided, however, that Employee acknowledges and agrees that the performance of Employee's duties may require reasonable business travel, including periodic travel to Parent's headquarters located at 450 Mission Street, Suite 2200, San Francisco, CA 94105, and to such other locations as may be reasonably necessary for the performance of Employee's duties. The Company currently anticipates that such travel to Parent's headquarters will be required approximately one to two weeks per calendar quarter, though the frequency and duration of such travel may vary based on business needs, integration milestones, and other operational considerations.
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 Parent or Employee's other reporting officer, consistent with Employee's position and experience.
Without limiting the generality of the foregoing, Employee's principal duties and responsibilities shall include:
(a) leading the development, maintenance, enhancement, and ongoing innovation of the PrismLens plugin suite, including but not limited to the PrismLens anomaly detection engine, the data visualization modules, the predictive analytics toolkit, and related components and integrations;
(b) managing and providing leadership to the plugin engineering team, including responsibility for hiring, performance management, mentoring, and retention of engineering personnel within Employee's functional area;
(c) coordinating and collaborating with Parent's product management, engineering leadership, architecture, and data science teams to ensure the effective and timely integration of PrismLens technology into Parent's Lumos Analytics platform and product ecosystem;
(d) contributing to the development of product roadmaps, technical specifications, architecture decisions, and strategic plans relating to the PrismLens plugin suite and its integration with Parent's broader product offerings;
(e) supporting customer engagement, sales enablement, and technical customer success activities relating to the PrismLens plugin suite as reasonably requested by the Company or Parent; and
(f) performing such other duties and responsibilities as are customarily associated with the position of Vice President, Plugin Engineering or as may be reasonably assigned by the Chief Executive Officer of Parent from time to time, consistent with Employee's expertise, experience, and position.
Employee shall faithfully and diligently perform all duties assigned hereunder and shall comply with all written policies, procedures, codes of conduct, and guidelines of the Company and Parent as may be in effect from time to time and as communicated to Employee. Employee shall not engage in any outside business activities, employment, consulting, advisory, or board service without the prior written consent of the Chief Executive Officer of Parent; provided, however, that nothing herein shall prohibit Employee from (i) making passive personal investments that do not create a conflict of interest with the business of the Company, Parent, or their affiliates and that do not require Employee's active participation in the management or operations of the entities in which such investments are made, (ii) engaging in charitable, educational, civic, or professional activities that do not materially interfere with Employee's duties hereunder, or (iii) managing Employee's personal and family financial affairs, in each case, so long as such activities do not individually or in the aggregate interfere with Employee's performance of duties hereunder or otherwise conflict with the terms of this Agreement.
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 Employee's commitment to continued employment during the Commitment Period is a material inducement to the Company and Parent to consummate the transactions contemplated by the Merger Agreement and to structure the retention earnout provisions set forth therein. Nothing in this Section 1.3 shall be construed to alter the at-will nature of Employee's employment as described in Section 4.1 below; rather, this Section 1.3 sets forth the Parties' mutual expectations and understanding regarding Employee's intended period of service, and Employee's departure prior to the end of the Commitment Period shall have the consequences set forth in Articles 3, 4, and 5 of this Agreement.
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.
The Base Salary shall be subject to annual review by the Chief Executive Officer of Parent and the Chief People Officer of Parent, and may be adjusted upward in Parent's discretion. Notwithstanding the foregoing, during the Commitment Period, the Base Salary shall not be decreased below Two Hundred Seventy-Five Thousand Dollars ($275,000) per year without Employee's prior written consent. Any increase in Base Salary shall not serve to limit or reduce any other obligation of the Company under this Agreement and, once increased, the Base Salary as so increased shall constitute the "Base Salary" for all purposes of this Agreement (including for the calculation of the Target Bonus under Section 2.2 and severance under Section 5.1).
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 may be greater than, equal to, or less than the Target Bonus (including zero), shall be determined by Parent in its sole and reasonable discretion, based on a combination of individual performance criteria, team performance metrics, and company-wide performance goals as established and communicated by Parent for the applicable performance year.
The Annual Bonus for any partial calendar year of employment (including the 2024 calendar year) shall be prorated based on the number of days of Employee's employment during such calendar year divided by 365 (or 366, as applicable). Any Annual Bonus earned for a given performance year shall be payable no later than March 15 of the calendar year immediately following the performance year to which such Annual Bonus relates. Except as expressly provided in Article 5 with respect to certain termination events, Employee must be actively employed by the Company (or Parent or any of its subsidiaries) on the date the Annual Bonus is paid in order to earn and receive such bonus.
For the avoidance of doubt, the Annual Bonus is discretionary and neither the payment of a bonus in any year nor the establishment of any particular performance criteria shall create an entitlement to a bonus in any subsequent year.
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 any equity grants to Employee, including without limitation stock options, restricted stock units, or other equity-based awards, shall be at the sole discretion of Parent's Board of Directors or its Compensation Committee, and that nothing in this Agreement shall be construed as a guarantee or commitment that any such grants will be made.
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 disability insurance, flexible spending accounts, and the Company's or Parent's 401(k) retirement savings plan, in each case subject to the terms, conditions, and eligibility requirements of such plans as in effect from time to time. Nothing herein shall obligate the Company or Parent to maintain any particular benefit plan or program, and the Company and Parent reserve the right to amend, modify, or terminate any such plan or program at any time in accordance with applicable law.
Employee shall be entitled to paid time off ("PTO") in accordance with Parent's PTO policies as in effect from time to time for similarly situated employees; provided, however, that Employee shall be entitled to not less than twenty (20) business days of PTO per calendar year (prorated for any partial calendar year of employment). PTO shall accrue and be administered in accordance with Parent's standard PTO policies, including any policies regarding carryover, maximum accrual, and payout of unused PTO upon termination.
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 time. Employee shall submit documentation and receipts for all such expenses in accordance with such policies, and the Company shall process reimbursement within thirty (30) days following Employee's submission of proper and complete documentation. Notwithstanding the foregoing, the Company shall not be required to reimburse any expense that is not in compliance with Parent's policies or that is not adequately documented.
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 set forth in the Merger Agreement. Employee's pro rata share of the maximum aggregate Earnout Payments is fifty-five percent (55%), corresponding to Employee's former ownership of 55% of the outstanding membership interests of Prismyx Data Solutions LLC, which yields a maximum aggregate earnout entitlement attributable to Employee of Two Million Four Hundred Seventy-Five Thousand Dollars ($2,475,000).
The Earnout Payments are structured in two tranches, as follows:
(a) Earnout Period 1: The first earnout tranche covers the period commencing on the Closing Date and ending on August 27, 2025 (months 1 through 15 following the Closing Date) ("Earnout Period 1"). Up to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate may become payable with respect to Earnout Period 1, of which Employee's pro rata share at 55% is up to One Million Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($1,237,500). The Earnout Period 1 payment is contingent upon the PrismLens Net New ARR (as defined in the Merger Agreement) equaling or exceeding Two Million Two Hundred Thousand Dollars ($2,200,000) during Earnout Period 1.
(b) Earnout Period 2: The second earnout tranche covers the period commencing on the day following the end of Earnout Period 1 and ending on November 27, 2026 (months 16 through 30 following the Closing Date) ("Earnout Period 2"). Up to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate may become payable with respect to Earnout Period 2, of which Employee's pro rata share at 55% is up to One Million Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($1,237,500). The Earnout Period 2 payment is contingent upon the cumulative PrismLens Net New ARR from the Closing Date equaling or exceeding Three Million Five Hundred Thousand Dollars ($3,500,000) as of the end of Earnout Period 2.
With respect to each earnout tranche, pro rata linear interpolation shall apply to determine the amount payable if the achievement level for the applicable milestone target equals or exceeds seventy-five percent (75%) but is less than one hundred percent (100%) of the applicable target. At seventy-five percent (75%) achievement, fifty percent (50%) of the applicable tranche shall be payable, scaling linearly to one hundred percent (100%) of the tranche at full achievement. If achievement is below seventy-five percent (75%) of the applicable milestone target, no amount shall be payable with respect to such tranche.
Employee acknowledges that the Earnout Payments are intended to serve as both a performance incentive and a retention mechanism in connection with the Merger, and that the earnout structure reflects the agreed-upon allocation of risk and reward between Parent and the former members of Prismyx Data Solutions LLC.
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 terminated by the Company without Cause (as defined in Section 4.3) or by Employee for Good Reason (as defined in Section 4.4) prior to the end of an applicable Earnout Period, the Retention Condition for such Earnout Period (and any subsequent Earnout Period that has not yet been completed) shall be deemed satisfied for all purposes of the Merger Agreement and this Agreement (the "Acceleration Provision"). In such event, Employee shall remain entitled to receive Employee's pro rata share of any Earnout Payment that becomes payable based on actual performance against the applicable milestone targets for such Earnout Period(s), calculated and paid in accordance with the terms of the Merger Agreement.
(b) Forfeiture Upon Cause or Voluntary Resignation. If Employee voluntarily resigns without Good Reason or is terminated by the Company for Cause prior to the end of an applicable Earnout Period, the Retention Condition for such Earnout Period (and any subsequent Earnout Period that has not yet been completed) shall not be satisfied, and Employee shall forfeit all right, title, and interest in and to the applicable unpaid earnout tranche(s), without any further liability or obligation on the part of the Company or Parent.
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 the determination of milestone achievement shall be resolved in accordance with the dispute resolution mechanism set forth in the Merger Agreement, and the provisions of Section 10.2 of this Agreement shall not apply to such disputes. Nothing in this Agreement shall be construed to modify, expand, or limit the terms or conditions applicable to the Earnout Payments as set forth in the Merger Agreement.
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 in Section 4.5 and the severance, earnout, and other consequences set forth in Articles 3, 5, and 6 of this Agreement. Nothing in this Agreement shall be construed as a guarantee of continued employment for any specific period of time.
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 incapacity, to perform the essential functions of Employee's position, with or without reasonable accommodation, for a period of ninety (90) consecutive calendar days or for an aggregate of one hundred twenty (120) calendar days during any twelve (12)-month period, as determined in good faith by the Company based on competent medical evidence. The Company's determination of Disability shall be made in accordance with applicable law, including the Americans with Disabilities Act and any applicable state disability or leave laws.
(c) Termination by the Company for Cause. The Company may terminate Employee's employment for Cause, as defined in Section 4.3.
(d) Termination by the Company Without Cause. The Company may terminate Employee's employment at any time without Cause, for any reason or no reason, upon written notice to Employee.
(e) Resignation by Employee for Good Reason. Employee may resign Employee's employment for Good Reason, as defined in Section 4.4, subject to compliance with the notice and cure procedures set forth therein.
(f) Voluntary Resignation by Employee Without Good Reason. Employee may voluntarily resign Employee's employment at any time without Good Reason, upon not less than thirty (30) days' prior written notice to the Company (which notice period the Company may, in its sole discretion, waive in whole or in part, and during which the Company may relieve Employee of some or all duties while continuing to pay Base Salary through the date of termination selected by the Company).
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 Agreement), which breach, if susceptible to cure, remains uncured for a period of thirty (30) days after written notice thereof from the Company to Employee specifying in reasonable detail the nature of such breach;
(ii) Employee's conviction of, or plea of guilty or nolo contendere to, (A) a felony under the laws of any jurisdiction, or (B) any crime involving moral turpitude, fraud, dishonesty, or misrepresentation;
(iii) Employee's willful misconduct or gross negligence in the performance of Employee's duties hereunder that results in, or is reasonably likely to result in, material harm to the Company, Parent, or any of their affiliates;
(iv) Employee's material violation of any written policies of the Company or Parent that have been communicated to Employee, including without limitation policies relating to workplace conduct, anti-harassment, anti-discrimination, ethics, and data security;
(v) Employee's fraud, embezzlement, or misappropriation of funds or property of the Company, Parent, or any of their respective affiliates, or Employee's engagement in acts of dishonesty relating to Employee's responsibilities as an employee; or
(vi) Employee's willful and continued refusal to perform the material lawful duties and responsibilities consistent with Employee's position (other than any such failure resulting from Employee's Disability), after the Company has delivered to Employee a written demand for performance that specifically identifies the manner in which the Company believes Employee has failed to perform and Employee has failed to remedy such refusal within fifteen (15) days following receipt of such written demand.
For purposes of this Section 4.3, no act or failure to act by Employee shall be considered "willful" if Employee acted in good faith and with a reasonable belief that Employee's action or inaction was in the best interests of the Company. The Company's determination that an event constituting Cause has occurred shall be made in good faith by the Board of Directors of Parent (or a committee thereof).
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 Salary);
(ii) a material diminution in Employee's title, authority, duties, or responsibilities, including without limitation a requirement that Employee report to any person other than the Chief Executive Officer of Parent (or a comparable or more senior officer designated by Parent) or a material reduction in the scope of Employee's management responsibilities with respect to the PrismLens plugin suite;
(iii) a relocation of Employee's principal place of employment to a location that is more than fifty (50) miles from the Company's current office in Philadelphia, Pennsylvania, without Employee's consent; or
(iv) a material breach by the Company of any material provision of this Agreement.
Notwithstanding the foregoing, no event described above shall constitute Good Reason unless:
(a) Employee provides written notice to the Company of the event or condition claimed to constitute Good Reason within sixty (60) days following the initial occurrence of such event or condition, which notice shall specifically identify the provision of this Section 4.4 relied upon and describe in reasonable detail the facts and circumstances claimed to constitute Good Reason;
(b) the Company fails to cure or remedy such event or condition within thirty (30) days following its receipt of Employee's written notice (the "Cure Period"); and
(c) Employee's resignation is effective within thirty (30) days following the expiration of the Cure Period.
If the Company timely cures the event or condition giving rise to Employee's notice of Good Reason, Employee's notice shall be deemed withdrawn and such event or condition shall not constitute Good Reason. Employee's failure to provide notice within the sixty (60)-day period, or Employee's failure to resign within thirty (30) days following the expiration of the Cure Period, shall constitute a waiver of Employee's right to resign for Good Reason with respect to such event or condition (but shall not preclude Employee from asserting Good Reason based on a subsequent occurrence of the same or different event or condition).
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 the case of a termination for Cause or a resignation for Good Reason, set forth in reasonable detail the facts and circumstances claimed to constitute Cause or Good Reason, as applicable, and (c) specify the effective date of termination (the "Termination Date"). The failure by the terminating Party to set forth in the notice of termination any fact or circumstance that contributes to a showing of Cause or Good Reason shall not waive any right of such Party hereunder or preclude such Party from asserting such fact or circumstance in any subsequent enforcement of such Party's rights.
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 Date (or such earlier date as may be required by applicable law), (i) any earned but unpaid Base Salary through the Termination Date, (ii) any accrued but unused PTO through the Termination Date (valued at Employee's daily rate of Base Salary), (iii) reimbursement for any unreimbursed business expenses properly incurred prior to the Termination Date and submitted in accordance with Section 2.5, and (iv) any vested benefits to which Employee is entitled under the terms of any applicable employee benefit plans of the Company or Parent as of the Termination Date (collectively, the "Accrued Obligations"). For the avoidance of doubt, Accrued Obligations shall be payable regardless of the reason for termination and regardless of whether Employee executes the Release described below.
(b) Severance Payment. Subject to Section 5.1(e) below, the Company shall continue to pay Employee the Base Salary at the annual rate of Two Hundred Seventy-Five Thousand Dollars ($275,000) per year (or the then-current Base Salary, if higher) for a period of twelve (12) months following the Termination Date, payable in substantially equal installments in accordance with the Company's regular payroll schedule, less applicable withholdings and deductions (the "Severance Payment"). The aggregate Severance Payment shall equal Two Hundred Seventy-Five Thousand Dollars ($275,000) (or such higher amount reflecting any increase to the Base Salary in effect at the time of termination).
(c) COBRA Reimbursement. Subject to Section 5.1(e) below, if Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse Employee for the full cost of COBRA premiums for continued health, dental, and vision insurance coverage for Employee and Employee's eligible dependents for a period of up to twelve (12) months following the Termination Date, or, if earlier, until Employee becomes eligible for substantially comparable coverage through a subsequent employer. Employee shall promptly notify the Company in writing upon becoming eligible for such subsequent employer coverage. To the extent that the Company's reimbursement of COBRA premiums would result in a violation of applicable non-discrimination rules under the Patient Protection and Affordable Care Act or other applicable law, the Company shall instead pay to Employee a taxable cash payment equal to the applicable COBRA premium for each remaining month of the COBRA reimbursement period, payable in accordance with the Company's regular payroll schedule.
(d) Earnout Acceleration. The Retention Condition for any unpaid Earnout Payment tranche(s) shall be deemed satisfied pursuant to and in accordance with Section 3.2(a) of this Agreement.
(e) Release Condition. Notwithstanding the foregoing, all severance payments and benefits described in Sections 5.1(b) and 5.1(c) above (but not the Accrued Obligations or the Earnout Acceleration) shall be contingent upon Employee's timely execution, delivery, and non-revocation, within sixty (60) days following the Termination Date, of a general release of claims against the Company, Parent, their respective affiliates, and their respective officers, directors, employees, and agents, in a form reasonably acceptable to the Company (the "Release"). The Company shall deliver the Release to Employee within seven (7) business days following the Termination Date. If Employee fails to execute and return the Release within the applicable consideration period, or if Employee revokes the Release during any applicable revocation period, Employee shall not be entitled to any severance payments or COBRA reimbursement under this Section 5.1 (other than the Accrued Obligations).
Severance payments under Section 5.1(b) shall commence on the first regular payroll date of the Company occurring on or after the date the Release becomes effective and irrevocable (the "Release Effective Date"). Any installments that would otherwise have been payable between the Termination Date and the Release Effective Date shall be aggregated and paid in a lump sum on such first regular payroll date, with subsequent installments continuing in accordance with the Company's regular payroll schedule for the remainder of the twelve (12)-month severance period.
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 earnout acceleration under this Agreement, and the Retention Condition for any unpaid Earnout Payment tranche(s) shall not be deemed satisfied as provided in Section 3.2(b).
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 calendar year in which the termination occurs, calculated by multiplying the Target Bonus for such year by a fraction, the numerator of which is the number of days elapsed in the applicable performance year through the Termination Date and the denominator of which is 365 (or 366, as applicable), payable at the same time annual bonuses are paid to other similarly situated employees of the Company (but in no event later than March 15 of the calendar year immediately following the performance year).
In addition, upon a termination of employment due to Employee's death or Disability, the Retention Condition for any unpaid Earnout Payment tranche(s) shall be deemed satisfied, and Employee (or Employee's estate, beneficiaries, or legal representatives, as applicable) shall remain entitled to receive Employee's pro rata share of any Earnout Payment that becomes payable based on actual performance against the applicable milestone targets, calculated and paid in accordance with the terms of the Merger Agreement.
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 intent. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with, or are exempt from, Section 409A.
(b) If Employee is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Employee's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), and if any payment or benefit to be provided hereunder constitutes "nonqualified deferred compensation" within the meaning of Section 409A and would be payable during the six (6)-month period following Employee's separation from service, then such payment or benefit shall be delayed and shall instead be paid or provided on the first business day following the date that is six (6) months after Employee's separation from service (or, if earlier, the date of Employee's death) (the "Delayed Payment Date"). On the Delayed Payment Date, Employee shall receive a lump sum payment equal to the aggregate amount of all payments that were delayed pursuant to this paragraph, together with interest thereon at the applicable federal rate under Section 7872(f)(2)(A) of the Code.
(c) Each installment payment made pursuant to this Agreement shall be treated as a separate "payment" for purposes of Section 409A. The right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).
(d) To the extent that any reimbursement or in-kind benefit provided under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A, such reimbursement or in-kind benefit shall be provided in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), including, without limitation: (i) the amount eligible for reimbursement or in-kind benefit in one taxable year shall not affect the amount eligible for reimbursement or in-kind benefit in any other taxable year (except as may be expressly permitted by Section 409A); (ii) reimbursement shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.
(e) Notwithstanding anything to the contrary in this Agreement, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "nonqualified deferred compensation" upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A.
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 Employee from subsequent employment or other source following the Termination Date; provided, however, that the Company's obligation to provide COBRA reimbursement under Section 5.1(c) shall cease to the extent that Employee becomes eligible for substantially comparable group health insurance coverage through a subsequent employer, as described therein.
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 shall have no entitlement to any other severance, termination, or similar payments or benefits under any other severance plan, policy, program, or arrangement of the Company, Parent, or any of their affiliates. For the avoidance of doubt, this Section 5.6 shall not limit Employee's rights with respect to (a) the Earnout Payments under the Merger Agreement (as referenced in Article 3), (b) any vested benefits under the Company's or Parent's employee benefit plans, (c) any equity awards governed by separate award agreements, or (d) any indemnification rights under Article 9 of this Agreement.
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 the Merger Agreement, including without limitation: (i) trade secrets; (ii) proprietary technology, software, source code, object code, algorithms, architectures, designs, data models, and technical specifications (including, without limitation, all technology, code, algorithms, and technical documentation relating to the PrismLens plugin suite and any derivatives, enhancements, or successor products thereof); (iii) customer lists, customer data, customer preferences, pricing information, and the terms of customer contracts and agreements; (iv) financial data, projections, forecasts, budgets, revenue figures, cost structures, and business plans; (v) business strategies, product roadmaps, development plans, marketing plans, and competitive analyses; (vi) employee and personnel information; (vii) vendor and supplier information, including contract terms and pricing; (viii) patent applications, invention disclosures, and other intellectual property information not yet publicly available; and (ix) any other information designated as "confidential," "proprietary," or words of similar import, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
(b) Non-Disclosure and Non-Use. During Employee's employment and at all times thereafter, Employee shall not, directly or indirectly, use, disclose, publish, or otherwise disseminate any Confidential Information to any person, firm, corporation, or other entity, except (i) as necessary in the faithful and diligent performance of Employee's duties hereunder, (ii) with the prior written consent of the Company, or (iii) as otherwise expressly permitted by this Agreement. Employee shall use reasonable care, and in no event less than the same degree of care that Employee uses to protect Employee's own confidential information, to safeguard and prevent the unauthorized use or disclosure of Confidential Information.
(c) Survival. The obligations of Employee under this Section 6.1 shall survive the termination of Employee's employment for any reason and shall continue for so long as the applicable Confidential Information retains its confidential or proprietary nature, including, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law.
(d) Exceptions. The restrictions set forth in this Section 6.1 shall not apply to information that: (i) is or becomes generally available to the public other than through Employee's breach of this Agreement or any other confidentiality obligation; (ii) was known to Employee prior to its disclosure by the Company or Parent and was not subject to any confidentiality obligation at the time of such prior knowledge; (iii) is independently developed by Employee without use of or reference to any Confidential Information; or (iv) is rightfully received by Employee from a third party that is not bound by any confidentiality obligation to the Company, Parent, or their affiliates with respect to such information.
(e) Required Disclosures. Notwithstanding the foregoing, Employee may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental body of competent jurisdiction; provided, however, that Employee shall, to the extent legally permissible, (i) provide the Company with prompt written notice of such required disclosure in order to enable the Company to seek a protective order or other appropriate remedy, (ii) reasonably cooperate with the Company in its efforts to obtain such protective order or other remedy, and (iii) disclose only such portion of the Confidential Information as is legally required to be disclosed.
(f) Defend Trade Secrets Act Notice. In accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Employee is hereby notified that:
(i) 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 made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(ii) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
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 other capacity, engage in, own, manage, operate, control, consult for, provide services to, or be employed by, or otherwise participate in the ownership, management, operation, or control of, any business, enterprise, or entity that develops, markets, sells, licenses, distributes, or provides data analytics plugins, tools, modules, or solutions for financial data visualization, anomaly detection, or predictive analytics within the financial services industry, or any business, enterprise, or entity that otherwise competes with the business of the Company or Parent as conducted at the time of Employee's termination (collectively, the "Restricted Business").
(b) Geographic Scope. The non-competition restrictions set forth in this Section 6.2 shall apply throughout the United States of America. Employee acknowledges that the Restricted Business is conducted on a national basis and through the internet and other electronic channels that are not geographically limited, and that the geographic scope of this restriction is therefore reasonable and necessary to protect the legitimate business interests of the Company and Parent.
(c) Exclusions. Notwithstanding the foregoing, nothing in this Section 6.2 shall prohibit Employee from owning, directly or indirectly, as a passive investment, securities of any entity that are listed on a national securities exchange or traded in the over-the-counter market, provided that Employee does not, directly or indirectly, own more than two percent (2%) of any class of securities of such entity and does not otherwise participate in the management, operation, or control of such entity.
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 their respective affiliates to leave such employment or to terminate or modify such employee's employment relationship with the Company, Parent, or their affiliates;
(b) hire or engage, or assist any other person or entity in hiring or engaging, any individual who is then an employee of the Company, Parent, or any of their respective affiliates, or who was an employee of the Company, Parent, or any of their respective affiliates at any time during the six (6)-month period immediately preceding the date of such hiring or engagement; or
(c) otherwise interfere with the employment relationship between the Company, Parent, or their affiliates and any of their respective employees.
Notwithstanding the foregoing, this Section 6.3 shall not prohibit (i) general solicitations of employment that are not specifically directed at employees of the Company, Parent, or their affiliates, including without limitation advertisements in newspapers, trade publications, on job boards or internet sites, and postings on social media platforms that are not targeted at specific individuals, or (ii) serving as a reference for any current or former employee who seeks a reference from Employee, provided that Employee did not solicit or encourage such employee's departure.
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 patronage of any customer, client, or prospective customer or client of the Company, Parent, or any of their respective affiliates:
(a) with whom Employee had material contact during the course of Employee's employment with the Company (or with Prismyx Data Solutions LLC prior to the Merger);
(b) with whom Employee was involved in business development, account management, or relationship management activities during Employee's employment; or
(c) about whom Employee learned or received Confidential Information during the course of Employee's employment.
Employee specifically acknowledges that the customers and prospective customers subject to this restriction include, but are not limited to, Ardent Financial Technologies, Inc., Halcyon Capital Markets LLC, and Corbin Institutional Services Corp., each of which has material business relationships with the Company and with respect to which Employee possesses Confidential Information and goodwill developed during Employee's tenure as Co-Founder and CEO of Prismyx Data Solutions LLC.
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, managers, agents, products, services, business practices, or reputation.
(b) In consideration of Employee's obligations under this Section 6.5, the Company and Parent shall instruct their respective senior officers and members of their respective Boards of Directors not to make, publish, or communicate any disparaging, negative, or derogatory statements, comments, or remarks, whether written, oral, or electronic, concerning Employee or Employee's professional reputation, performance, or character.
(c) Notwithstanding the foregoing, nothing in this Section 6.5 shall prohibit either Party from making truthful statements (i) that are required by applicable law, regulation, or legal process, including in connection with testimony under oath, responses to subpoenas or other compulsory legal process, or filings with governmental or regulatory authorities, or (ii) that are made in connection with the enforcement of any right or remedy under this Agreement, the Merger Agreement, or any other agreement between the Parties. Additionally, nothing in this Section 6.5 shall restrict Employee's ability to communicate with any governmental agency or regulatory body, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or any comparable state or local agency, regarding any potential violation of law.
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 covenants set forth in this Article 6 are reasonable and necessary to protect the legitimate business interests of the Company and Parent, including their trade secrets, Confidential Information, goodwill, customer relationships, and investment in the Merger and the PrismLens technology; (c) the restrictions contained herein are reasonable in scope, duration, and geographic area in light of the nature of the Company's and Parent's business, the competitive landscape, and the consideration received by Employee; and (d) Employee has had the opportunity to consult with legal counsel of Employee's choosing regarding the terms and implications of these restrictive covenants.
If any court of competent jurisdiction or arbitrator determines that any restrictive covenant set forth in this Article 6 is unenforceable because it is overly broad in scope, duration, or geographic area, or is otherwise unreasonable, the Parties hereby request and agree that such court or arbitrator shall reform, modify, and construe such covenant (rather than voiding or striking it in its entirety) to the maximum scope, duration, and geographic area that such court or arbitrator determines to be reasonable and enforceable under applicable law, and shall enforce such covenant as so reformed, modified, and construed.
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 addition to any other remedies available at law or in equity, the Company and Parent shall be entitled to seek temporary, preliminary, and permanent injunctive relief and other equitable relief to enforce the provisions of this Article 6, without the necessity of proving actual damages and without the requirement of posting a bond or other security (or, if a bond is required by applicable law, a nominal bond). The existence of any claim or cause of action by Employee against the Company or Parent, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictive covenants set forth herein.
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 the Company's or Parent's business ("Prior Inventions"). Employee represents and warrants that Schedule A is complete and accurate. If no Prior Inventions are listed on Schedule A, Employee represents that no such Prior Inventions exist.
Employee acknowledges and agrees that all intellectual property rights in and to the PrismLens plugin suite and all related technology, software, source code, documentation, and other intellectual property that was owned by Prismyx Data Solutions LLC prior to the Merger — including, without limitation, U.S. Patent Application No. 17/842,316 (filed June 14, 2022, currently pending, titled "Method and System for Real-Time Anomaly Detection in Financial Data Streams"), the "PrismLens" trademark (U.S. Reg. No. 6,894,112), the "Prismyx" trademark (U.S. Reg. No. 6,701,488), and the Prismyx prism logo trademark (U.S. Reg. No. 6,933,201), together with all associated goodwill — transferred to the Company by operation of the Merger and are not "Prior Inventions" for purposes of this Agreement or Schedule A.
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, designs, ideas, concepts, know-how, and all other intellectual property and proprietary rights (collectively, "Inventions") that are: (a) conceived, created, developed, or reduced to practice by Employee, alone or jointly with others, during the period of Employee's employment with the Company, and (b) that relate to, or are useful in connection with, the Company's or Parent's actual or reasonably anticipated business, research, development, or products.
The foregoing assignment includes all patent rights (including the right to file patent applications and to claim priority based on any such application), copyrights, trade secret rights, trademark rights, mask work rights, and any and all other intellectual property rights of any kind or nature, in each case throughout the world, in and to all such Inventions. Employee agrees to promptly and fully disclose to the Company all Inventions subject to assignment hereunder.
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 the U.S. Copyright Act, 17 U.S.C. § 101 et seq., and all copyrights therein shall be the sole and exclusive property of the Company from the moment of creation. To the extent that any such work of authorship does not qualify as a "work made for hire" under applicable law, Employee hereby irrevocably assigns and agrees to assign to the Company all right, title, and interest in and to such work, including all copyrights therein, without additional compensation.
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

EMPLOYMENT AGREEMENT

PRISMYX ACQUISITION SUB LLC

JONAH EBERHARDT

EMPLOYMENT AGREEMENT

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