•

ten year non-qualified stock option for 200,000 shares of Calyxt common stock. The option will have an exercise price of the fair market value of Calyxt’s common stock on the date of grant and vest in three equal installments on the first three anniversaries of the Effective Date. This stock option also will be governed by a stock option agreement that will be provided to you following the grant date; and

•

an award of 50,000 restricted stock units (RSUs), that will vest and be settled in three equal installments on the first three anniversaries of the Effective Date. This RSU award will be governed by a restricted stock unit award agreement that will be provided to you following the grant date.

•

300,000 shares will vest and be issued if Calyxt’s closing stock price is at least $12 for all of the trading days in any 30 consecutive calendar day period within the three-year performance period;

•

150,000 additional shares will vest and be issued if Calyxt’s closing stock price is at least $15 for all of the trading days in any 30 consecutive calendar day period within the three-year performance period; and

•

150,000 additional shares will vest and be issued if Calyxt’s closing stock price is at least $20 for all of the trading days in any 30 consecutive calendar day period within the three-year performance period.

1.

Reimbursement of Travel and Temporary Lodging Expenses. For each 12 month period ending on the three-year anniversary of the Effective Date or if earlier, your notice to the Company in accordance with Section 2 of your intent to relocate your primary residence to within fifty (50) miles of the Company’s headquarters, the Company will reimburse to you up to a maximum of forty thousand dollars ($40,000) for documented reasonable and customary expenses incurred by you in connection with (a) travel to the Minneapolis-St. Paul metropolitan area from your primary residence on or after the Effective Date, which will include your expenses relating to air or ground transportation (including the cost of an AirPass or other all-inclusive prepaid airline travel membership), mileage, meals, lodging, and use of a rental car by you and (b) lease/fees for a two-bedroom unit in furnished corporate long-term stay facility (a Residence Inn style facility), condominium, or townhome near the Company’s headquarters.

2.

Reimbursement of Relocation Expenses. The Company will provide reimbursement of relocation expenses if you relocate your primary residence to within fifty (50) miles of the Company’s headquarters on or before the three-year anniversary of the Effective Date. You must communicate to the Company in writing your intent to relocate to within fifty (50) miles of the Company’s headquarters at least 60 days in advance of your relocation. You will have twelve (12) months to complete the relocation once commenced, not to extend beyond the three-year anniversary of the Effective Date. The Company will reimburse to you up to a maximum of one-hundred twenty-five thousand dollars ($125,000) (“Relocation Reimbursement”) for documented reasonable and customary expenses incurred by you in relocating prior to the two-year anniversary of the Effective Date pursuant to this paragraph.  The following expenses will qualify for Relocation Reimbursement:

a.

Home Sale Assistance: The following expenses incurred in disposing of your current residence: legal fees, document preparation fees, re-conveyance or recording fees, real estate transfer taxes, realtor fees and commissions (up to 6% of home sale price), title policy, mortgage prepayment penalties and other closing costs. Reimbursement will not be provided for loss of value on sale of the home, fixing up and repair costs, prorated taxes after its sale, principal on any mortgage or costs normally paid by buyer.

b.

House Hunting Trip: The following expenses incurred for you for up to seven (7) days of travel to the area near the Company’s headquarters to locate a new residence: air or ground transportation, mileage, meals, lodging, and use of a rental car for you and spouse.

c.

Temporary Living and Transition Expenses: For up to six months following initiation of relocation and prior to moving household goods to new residence in or near the Company’s headquarters:

i.

The Company will pay for rental car and lease/fees for a two-bedroom unit in furnished corporate long-term stay facility (a Residence Inn style facility), condominium, or townhome near the Company’s headquarters.

ii.

Duplicate housing costs to include mortgage interest, property taxes, and homeowner insurance (up to $2,500 per month) for your then- current residence if you have purchased a home in Minnesota or executed a long- term lease on residence in reasonable daily commuting distance from the Company’s headquarters.

iii.

Airfare, mileage, and parking for 4 trips per month (on weekends) to current residence prior to relocation.

d.

Home Purchase Closing Costs: Closing costs related to the acquisition of a residence (excluding actual mortgage costs or purchase price). Eligible costs include survey and appraisal fees, legal fees and normal closing costs (such as certification of title fee, loan origination fees and expenses and costs of inspections, filing fees, credit report).

e.

Movement of Household Goods: The following actual costs of preparation, packing, loading, transport, and unloading of household goods for relocation to a new residence within 50 miles of the Company’s headquarters: storage costs for your household goods and personal effects either at the destination or point of departure (not both) until a new permanent residence is available, for up to sixty (60) days, travel costs to move you to the new residence, and actual expenses for temporary lodging and meals (for up to three (3) days) for you while and after household goods are being and have been moved.

f.

Final move: Lodging, meals, and mileage (or airfare) to new residence and for initial 3 days after household goods move for employee.

3.

Tax assistance. In addition, if you relocate your primary residence to Minnesota, you will receive a tax assistance up to $15,000 as a gross-up to substantially cover federal and state taxes related to relocation program upon submittal of requisite documentation with a payment made no later than April 1st of the year in which taxes are due.

4.

Reimbursement of Relocation Expenses. You agree that if your employment terminates (other than a “Qualifying Termination” as defined in the Calyxt, Inc. 2021 Executive Severance Plan) within thirty (36) months of the Effective Date, you will be required to repay any expenses reimbursed pursuant to Section 1 or Section 2 on a pro-rata basis.

5.

Relocation timeline. If you have not substantially completed relocation of your full-time residence to within no less than fifty (50) miles of the Company headquarters within 12 months following notice of intent to relocate or the three-year anniversary of the Effective Date, if earlier, then you will repay any of the payments you have received under Section 2. This payment shall be made to Calyxt, Inc. in a single sum on or before 90 days following the 12-month relocation deadline. If requested by you, the three-year limitation for reimbursement of travel and temporary lodging expenses described in Section 1

above, and the three-year limitation for reimbursement of relocation expenses described in Section 2 above may be extended by the Company in its discretion.

(a)

“Administrator” means the Board or a Committee.  

(b)

“Affiliate” means an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity.  

(c)

“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where the Award is granted under the Plan or the Participant resides or provide services, as such laws, rules and regulations shall be in effect from time to time.  

(d)

“Award” means the award of a Performance Award under the Plan.  

(e)

“Award Agreement” means a written document, the form of which shall be approved by the Administrator, reflecting the terms of the Award granted under the Plan and includes any documents attached to or incorporated into such Award Agreement, including, but not limited to, a notice of award grant.  

(f)

“Board” means the Board of Directors of the Company.  

(g)

“Cause” for termination of the Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable Award Agreement, employment agreement or other applicable written agreement) if the Participant’s Continuous Service Status is terminated for any of the following reasons: (i) the Participant’s willful failure to perform his or her duties and responsibilities to the Company or the Participant’s violation of any written Company policy; (ii) the Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) the Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) the Participant’s material breach of any of his or her obligations under any written agreement or covenant with the Company.  The determination as to whether the Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant.  The foregoing definition does not in any way limit the Company’s ability to terminate the Participant’s employment or consulting relationship at any time, and the term “Company” shall be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate.  

(h)

“Code” means the Internal Revenue Code of 1986, as amended.  

(i)

“Committee” means (i) the Compensation Committee of the Board consisting solely of independent Directors or (ii) a majority of the Company’s independent Directors.  

(j)

“Common Stock” means the Company’s common stock, par value $0.0001 per share, as adjusted in accordance with Section 11 below.  

(k)

“Company” means Calyxt, Inc., a Delaware corporation.  

(l)

“Continuous Service Status” means the absence of any interruption or termination of service as an Employee.  Continuous Service Status as an Employee shall not be considered interrupted or terminated in the case of: (i) Company-approved sick leave; (ii) military leave; or (iii) any other bona fide leave of absence approved by the Administrator; provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy.  Continuous Service Status as an Employee shall not be considered interrupted or terminated in the case of a transfer of employment or location between the Company, and any of its Parents, Subsidiaries or Affiliates, or their respective successors.  

(m)

“Current Parent” means a person that is a Parent as of the Effective Date, or any other Person in which a Current Parent owns, directly or indirectly, equity securities possessing than fifty percent (50%) or more of the total combined voting power of all classes of stock.  

(n)

“Director” means a member of the Board.  

(o)

“Disability” means “disability” within the meaning of Section 22(e)(3) of the Code.  

(p)

“Employee” means any person employed by the Company, or any Parent, Subsidiary or Affiliate, under the terms and conditions of an employment contract or with the status of employment determined pursuant to such factors as are deemed appropriate by the Administrator in its sole discretion, subject to any requirements of the Applicable Laws, including the Code.  The payment by the Company of a Director’s fee shall not be sufficient to constitute “employment” of such Director by the Company or any Parent, Subsidiary or Affiliate.  

(q)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.  

(r)

“Fair Market Value” means (i) with respect to Shares, the per share closing price for the Shares on the applicable date (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the Wall Street Journal on the principal stock market or exchange on which the Shares are quoted or trade, or if Shares are not so quoted or traded, fair market value of a Share, as determined by the Administrator in good faith on such basis as it deems appropriate, and (ii) with respect to property other than Shares, the fair market value of such properly determined by such methods or procedures as shall be established from time to time by the Administrator.  

(s)

“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests.  

(t)

“Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange.

(u)

“Parent” means, subject to Section 14(a) of the Plan, any corporation (other than the Company) in an unbroken chain of corporations above the Company and ending with the Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.  

(v)

“Participant” means the Company’s President and Chief Executive Officer to be newly appointed on or shortly following the Effective Date who meets the eligibility requirements set forth herein.  

(w)

“Performance Award” means the Award granted pursuant to Section 7.  

(x)

“Performance Period” means the period established by the Administrator at the time the Performance Award is granted or at any time thereafter during which any performance goals specified by the Administrator with respect to such Award are measured.  

(y)

“Plan” means this Calyxt, Inc. 2021 Performance Incentive Plan.  

(z)

“Share” means a share of Common Stock, as adjusted in accordance with Section 11 below.  

(aa)

“Successor Corporation” means a successor corporation or a parent or subsidiary of such successor corporation.  

(bb)

“Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.  

(cc)

“Subsidiary” means, subject to Section 14(a) of the Plan, any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.  

(dd)

“Triggering Event” means

(a)

Recipients of Grants.  The Participant, who is commencing employment with the Company or a Subsidiary (and who was not previously a Director or an Employee or who was previously an Employee and is returning to the employment of the Company or a Subsidiary following a bona-fide period of non-employment), if he or she is granted the Award in connection with his or her commencement of

employment with the Company or a Subsidiary and such grant is an inducement material to his or her entering into employment with the Company or a Subsidiary (within the meaning of NASDAQ Stock Market Rule 5635(c) and IM-5635-1 or any successor rule), is eligible to be selected to receive the Award under the Plan, to the extent an offer of the Award or a receipt of the Award is permitted by Applicable Laws or accounting or tax rules and regulations.  

(b)

Type of Award.  The Award shall be designated in the Award Agreement as a Performance Award.

(c)

No Employment Rights.  Neither the Plan nor the Award shall confer upon the Participant any right with respect to Continuous Service Status with the Company (or any Parent or Subsidiary), nor shall it interfere in any way with such Employee’s right or the Company’s (or Parent’s or Subsidiary’s) right to terminate his or her employment relationship at any time, with or without cause, as applicable.  

(a)

General.  The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board.  The Administrator may issue rules and regulations for administration of the Plan.  

(b)

Powers of the Administrator.  Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its sole discretion, and to the extent permitted under NASDAQ Stock Market Rule 5635(c) and IM-5635-1 or any successor rule:

(c)

Indemnification.  To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions of the Award except for actions taken in bad faith or failures to act in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her; provided that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation, Certificate of Incorporation or Bylaws, by contract, as a matter of law or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.  

(a)

The Performance Award may be denominated as a cash amount, number of Shares or a combination thereof and is an Award which may be earned upon achievement or satisfaction of performance conditions specified by the Administrator.  In addition, the Administrator may specify that any other Award shall constitute a Performance Award by conditioning the right of the Participant to have the Award settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Administrator.  The Administrator may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.  Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of the Performance Award granted and the amount of any payment or transfer to be made pursuant to the Performance Award shall be determined by the Administrator.  

(b)

The Performance Award may include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Administrator, of a level or levels of, or increases in, in each case as determined by the Administrator, one or more of the following performance measures or any other performance measure reasonably determined by the Administrator, with respect to the Company:

(c)

Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments, may be based on a ratio or separate calculation of any performance criteria and may be made relative to an index or one or more of the performance goals themselves.  Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices.  If the Administrator determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Administrator may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Administrator deems appropriate and equitable.  The Administrator shall have the power to impose such other restrictions on the Award subject to this Section 7(c) as it may deem necessary or appropriate to ensure that such Award satisfies all requirements of any Applicable Laws or accounting or tax rules and regulations.

(d)

Settlement of the Performance Award shall be in cash, Shares, other awards, other property, net settlement or any combination thereof, as determined in the discretion of the Administrator.  The Administrator shall specify the circumstances in which, and the extent to which, the Performance Award shall be paid or forfeited in the event of the Participant’s termination of Continuous Service Status.  

(e)

The Performance Award shall be settled only after the relevant performance criteria are satisfied.  The Administrator may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with the Performance Award.  

(a)

General Vesting.  The Award granted hereunder shall become vested at such times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the

Award Agreement, including vesting requirements and/or performance criteria with respect to the Company, and Parent or Subsidiary, and/or the Participant.

(b)

Leave of Absence.  The Administrator shall have the discretion to determine whether and to what extent the vesting of the Award shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of the Award shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws).  Notwithstanding the foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave; provided that, upon the Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to the Award to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.  

(c)

Rights as Holder of Capital Stock.  Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock shall exist with respect to the Shares.  No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 below.  

(d)

Termination of Service.  The Administrator shall establish and set forth in the applicable Award Agreement the terms and conditions upon which the Award shall become vested.

(a)

As a condition of the grant and vesting of the Award, the Participant (or in the case of the Participant’s death or a permitted transferee, the person holding the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S.  federal, state or local tax withholding obligations or foreign tax withholding obligations that may arise in connection with such Award.  The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.  

(b)

The Administrator may permit the Participant (or in the case of the Participant’s death or a permitted transferee, the person holding the Award) to satisfy all or part of his or her tax withholding obligations by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, the Shares tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting charges to the Company’s earnings), or as otherwise permitted to avoid financial accounting charges under applicable accounting guidance.  Any Shares withheld pursuant to this Section 9(b) shall not exceed the statutory minimum amount necessary to satisfy the Company’s tax withholding obligations (including, but not limited to, U.S.  federal and state income taxes, payroll taxes, and foreign taxes, if applicable), unless (i) an additional amount can be withheld and not result in adverse accounting consequences and (ii) such additional withholding amount is specifically authorized by the Administrator.  Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.  

(a)

General.  Except as set forth in this Section 10, the Award may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution.  The designation of a beneficiary by the Participant shall not constitute a transfer.  

(b)

Limited Transferability Rights.  Notwithstanding anything else in this Section 10, the Administrator may in its sole discretion grant an Award that may be transferred by instrument to an inter vivos or testamentary trust in which the Award is to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members.  

(a)

Changes in Capitalization.  Subject to any action required under Applicable Laws by the holders of capital stock of the Company, the Administrator shall, subject to compliance with Section 409A or Section 424, as applicable, of the Code, equitably adjust (i) the number, type and class of Shares or other stock or securities: (x) set forth in Section 5 above and (y) covered by the Award, (ii) the grant or purchase price covered by the Award, and (iii) any repurchase price per Share applicable to Shares issued pursuant to the Award, or, if deemed appropriate, shall make a provision for a cash payment to the holder of the Award in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of the Shares, repurchase, exchange or subdivision of the Shares or other securities of the Company, a rights offering, a reorganization, merger, spin-off, split-up, change in corporate structure or other similar occurrence, in each case excluding a Triggering Event; provided, however, that the number of Shares subject to the Award denominated in Shares shall always be a whole number.  Any adjustment by the Administrator pursuant to this Section 11(a) shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to the Award.  If, by reason of a transaction described in this Section 11(a) or an adjustment pursuant to this Section 11(a), the Participant’s Award Agreement or agreement related to any Shares underlying the Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or agreement related to the Shares underlying the Award in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award and the Shares underlying the Award prior to such adjustment.  

(b)

Dissolution or Liquidation.  In the event of the dissolution or liquidation of the Company, the Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.  

(c)

Corporate Transactions.  Unless the Participant’s applicable Award Agreement, employment agreement or other applicable written agreement provides otherwise, in the event of:

(a)

The Award shall be granted for such cash or other consideration, if any, as the Administrator determines; provided that in no event shall the Award be issued for less than such minimal consideration as may be required by Applicable Laws.  

(b)

The Award may, in the discretion of the Administrator, be granted either alone or in addition to or in tandem with any other award granted under any other plan of the Company.  Awards granted in addition to or in tandem with other awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other awards.  

(c)

Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant or settlement of the Award may be made in the form of cash, Shares, other awards, other property, net settlement or any combination thereof, as determined by the Administrator in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Administrator.  Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.  

(d)

Except as may be permitted by the Administrator or as specifically provided in the Award Agreement, (i) neither the Award nor any right under the Award shall be assignable, alienable, saleable or transferable by the Participant otherwise than by will or pursuant to the laws of descent and distribution and (ii) during the Participant’s lifetime, the Award, and each right under the Award, shall be exercisable only by the Participant or, if permissible under Applicable Laws, by the Participant’s guardian or legal representative.  The provisions of this Section 13(d) shall not apply to the Award if it has been fully settled and shall not preclude forfeiture of the Award in accordance with the terms thereof.  

(e)

All certificates for Shares and/or other securities delivered under the Plan pursuant to the Award shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan or the rules, regulations and other requirements of the Securities Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.  

(f)

The Administrator may impose restrictions on the Award with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate in its sole discretion.  

(a)

To the extent not otherwise prohibited under NASDAQ Stock Market Rule 5635(c), the Board may at any time amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time, but no amendment or termination (other than an adjustment pursuant to Section 11 above or as necessary to comply with Applicable Laws or accounting or tax rules and regulations) shall be made that would materially and adversely affect the rights of the Participant under the Award, without his or her consent, as determined in the sole discretion of the Board except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with Applicable Laws or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on the Award in accordance with Section 17.  In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required by Applicable Laws.  Notwithstanding anything to the contrary in the Plan, the Administrator may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.  

(b)

Dissolution or Liquidation.  In the event of the dissolution or liquidation of the Company, the Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.  

(c)

Terms of the Award.  To the extent not otherwise prohibited under NASDAQ Stock Market Rule 5635(c), the Administrator may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate the Award theretofore granted, prospectively or retroactively, without the consent of the Participant or holder of the Award; provided, however, that, subject to Section 11, no such action shall materially adversely affect the rights of any affected Participant or holder under the Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan to comply with Applicable Laws or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on the Award in accordance with Section 17.  The Administrator shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, the Award in recognition of events (including the events described in Section 11) affecting the Company, or the financial statements of the Company, or of changes in Applicable Laws or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.  

(a)

administering and maintaining Participant records, a dissolution or liquidation of the Company;

(b)

providing information to the Company, Subsidiaries, trustees of any employee benefit trust, registrars, brokers or third-party administrators of the Plan;

(c)

providing information to future purchasers or merger partners of the Company or any subsidiary, or the business in which the Participant works; and

(d)

transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.  

1.

Grant of PSU Award. Calyxt, Inc., a Delaware corporation (the “Company”), hereby grants to Michael A. Carr (“Participant”), 600,000 performance stock units (“PSUs” or “Award”), effective as of _____________, 2021 (the “Grant Date”) subject to the terms, definitions and provisions of the Calyxt, Inc. 2021 Employee Inducement Incentive Plan (the “Plan”) adopted by the Company, which is incorporated in this agreement (this “Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

2.

Issuance of PSUs. Each PSU shall represent the contingent right to receive one Share as described more fully herein, to the extent such PSU becomes vested and settled pursuant to the terms of this Agreement and the Plan.

3.

Performance Factor; Vesting; Forfeiture.

a.

As used in this Agreement, the following terms shall have the respective meanings:

i.

“Performance Price” shall mean the lowest Fair Market Value per Share of all of the trading days within any thirty (30) consecutive calendar day period within the Performance Period.

ii.

“Vesting Percentage” shall mean the percentage determined by reference to the Performance Price referred to below:

Performance Price

Vesting Percentage (cumulative)

$12.00

50%

$15.00

75%

$20.00

100%

iii.

“Performance Period” shall mean the period from the Grant Date to the three (3) year anniversary of the Grant Date.

iv.

“Vesting Date” means the date that the relevant PSUs become vested by achieving an applicable Performance Price in accordance with this Section 3.

b.

On or as soon as reasonably practicable following the Vesting Date, the Company will issue Participant in settlement of the vested PSUs such number of Shares equal to the number of PSUs covered by this Award multiplied by the Vesting Percentage, rounded down to the nearest whole Share minus the number of PSUs under this Agreement that have previously been settled. The value of any fractional Share shall be paid to Participant in cash equal to the Fair Market Value of such fractional Share on the Vesting Date. No Shares will be issued to Participant prior to the applicable Vesting Date and only then to the extent the PSUs are vested in accordance with this Section 3(b).

4.

Tax Liability; Withholding Requirements; Compliance with Applicable Laws. As a condition to the settlement of PSUs and as further set forth in Section 9 of the Plan, Participant agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or disposition of shares of the PSUs, dividend distribution thereon, whether by withholding, direct payment to the Company, or otherwise. Regardless of any action the Company takes with respect to any or all income tax, social security, payroll tax, or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld. Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, settlement of the Award, the issuance of Shares upon settlement of the Award and the subsequent sale of Shares acquired pursuant to such issuance and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result.

5.

Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions:

6.

No Right to Continued Service. The grant of an Award shall not be construed as conferring upon the Participant any right to continue his or her employment or consulting relationship with

the Company for any period of time, nor does it interfere in any way with the Participant’s right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

7.

No Right to Future Awards. The Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants.

8.

Termination of Relationship. Following the date of termination of Participant’s Continuous Service Status for any reason, including the Participant’s death or Disability (the “Termination Date”), other than a termination for Cause, Participant may continue to hold the vested portion of the Award, only as set forth in the Notice and this Section 8. The unvested portion of the Award on the Termination Date shall be forfeited on such date. Notwithstanding the foregoing, the Award shall be forfeited in its entirety if the Participant does not commence providing services to the Company within 12 months after the date of grant of the Award.

9.

Non-Transferability of PSUs. This Award may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The terms of this Award shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

10.

Not Salary, Pensionable Earnings or Base Pay. The Participant acknowledges that the Award shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or (c) any calculation of base pay or regular pay for any purpose.

11.

Forfeiture Upon Breach of Certain Other Agreements. The Participant’s breach of any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions or other intellectual property agreement that the Participant may be a party to with the Company or any Affiliate, in addition to whatever other equitable relief or monetary damages that the Company or any Affiliate may be entitled to, shall result in automatic rescission, forfeiture, cancellation or return of any PSUs or Shares (whether or not vested) held by the Participant.

12.

Recoupment/Clawback. This Award may be subject to recoupment or “clawback” as may be required by Applicable Laws or by any applicable Company policy or arrangement, as it may be established or amended from time to time.

13.

Effect of Agreement. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Award terms), and hereby accepts this Award and agrees to be bound by its contractual terms as set forth herein and in the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Award. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail.

14.

Miscellaneous.

15.

Data Privacy Notice and Consent. By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any subsidiary, trustee or third-party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a)

administering and maintaining Participant records;

(b)

providing information to the Company, Subsidiaries, trustees of any employee benefit trust, registrars, brokers or third-party administrators of the Plan;

(c)

providing information to future purchasers or merger partners of the Company or any subsidiary, or the business in which the Participant works; and

(d)

transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.

16.

Blackout Periods. The Participant acknowledges that, to the extent the vesting or settlement of any PSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Shares, the Administrator retains the right, in its sole discretion, to defer the delivery of the Shares pursuant to the PSUs; provided, however, that the Administrator will not exercise its right to defer Participant’s receipt of such Shares if such Shares are specifically covered by a trading plan of Participant that conforms to the requirements of Rule 10b5-1 of the Exchange Act and the Company’s policies and procedures with respect to Rule 10b5-1 trading plans and such trading plan causes such shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any Shares is deferred hereunder due to

the existence of a regularly scheduled blackout period, such Shares will be issued to Participant on the first business day following the termination of such regularly scheduled blackout period; provided, however, that in no event will the issuance of such Shares be deferred subsequent to March 15th of the year following the year in which the PSUs are vested and settled. In the event the receipt of any Shares is deferred hereunder due to the existence of a special blackout period, such Shares will be issued to Participant on the first business day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegatee; provided, however, that in no event will the issuance of such Shares be deferred subsequent to March 15th of the year following the year in which such Shares vest. Notwithstanding the foregoing, any deferred Shares will be issued promptly to Participant prior to the termination of the blackout period in the event Participant ceases to be subject to the blackout period. Participant hereby represents that he or she accepts the effect of any such deferral on Participant’s liability for Tax-Related Items or otherwise.

Date:

July 14, 2021

To:

Michael Carr, President and Chief Executive Officer (Effective July 27, 2021)

From:

Debra Frimerman, General Counsel

Subject:

Calyxt, Inc. 2021 Executive Severance Plan Participation Agreement

1.

Change-In-Control:  If you are otherwise entitled to a Severance Benefit for a Qualifying Termination that occurs during a Change-in-Control Period (a) your Severance Coverage Period and your Benefits Coverage Period will be 24 months and (b) the fraction described in Section 4.1(a)(ii) of the Plan will be one.  

2.

Termination For Cause:  To the extent the alleged performance deficiencies or other problems are not willful and are curable, a termination of your employment by the Company for Cause pursuant to Section 2.1(f)(i) and/or Section 2.1(f)(iv) of the Plan shall not qualify as for Cause for purposes of the Plan unless you fail to remedy the alleged performance deficiencies or other problems within 30 days following written notice from the Company specifying the grounds for Cause.  

3.

Material Reduction In Salary or Target Bonus:  A reduction of your salary or target bonus opportunity that exceeds 20% shall constitute a material reduction pursuant to Section 2.1(r)(ii) of the Plan.

/s/ Michael Carr

July 15, 2021

Signature

Date

1.

Definitions.  The following terms shall have the following meanings for purposes of this Agreement:

(a)

“Confidential Information” means any and all data and information, whether disclosed orally, in writing, by observation, or otherwise, relating to the Company’s business that has value to the Company and is not generally known to the public (whether or not it constitutes a trade secret and whether or not it is marked or labeled as “confidential”). Confidential information may include, without limitation, information relating to the Company’s: technology, computer programs or programming, systems, software, software codes, designs, data bases, trade secrets, know-how, research, methods, manuals, records, product or service ideas or plans, work-in-progress, results, algorithms, inventions, developments, original works of authorship, discoveries, experimental processes, experimental results, unpublished patent applications, laboratory notebooks, processes, formulas, investigation or research techniques, engineering designs and drawings, hardware configuration information, regulatory information, medical reports, clinical data and analysis reagents, cell lines, biological materials, chemical formulas; legal affairs; accounting and financial information, including price lists, pricing methodologies, cost data, financial forecasts, historical financial data, and budgets; marketing information, including but not limited to market share data, marketing plans, licenses, business plans, actual or potential customer information and lists; customer preferences; the needs and hiring habits of the Company’s customers; existing and future services; personnel information, recruiting and training methods; contract expiration dates; vendor and supplier information; forecasts and forecast assumptions and volumes; and other financial, sales, marketing, services, and operations information, whether written or otherwise.  Confidential information shall not include any data or information that (i) is or becomes publicly available through no fault of Employee; (ii) was already in Employee’s possession or was available to Employee on a non-confidential basis before its disclosure; (iii) is independently developed by Employee without using Confidential Information; (iv) has been voluntarily disclosed to the public or the Company’s competitors by the Company (except where such public disclosure has been made by Employee or another without authorization); (v) has been independently developed and disclosed by others; or (vi) otherwise enters the public domain through lawful means.

(b)

“Trade Secrets” means: any Confidential Information described above without regard to form that:

i.

is not commonly known by or available to the public;

ii.

derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and

iii.

is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(c)

“Customer” means any client, customer or account, including but not limited to any person, firm, corporation, association or other business entity of any kind, to which the Company provided  products or services in the three years prior to Employee’s termination of employment.

(d)

The “Company” means Calyxt and all direct and indirect subsidiary, parent, affiliated, or related companies for which Employee worked, provided services, or had responsibility at the time of termination of Employee’s employment and at any time during the two-year period prior to such termination (whether voluntary or involuntary).

(e)

“Company’s Business” means the research, development, and/or commercialization of products and services based on gene-editing technologies in the field of agriculture, food and plant sciences, which is to be construed to include all research, development, and/or commercialization of products and services as may hereinafter evolve within the gene editing field or is in planning or developmental stages at the Company.

(f)

“Prospective Customer” means any prospective client, customer or account, including, without limitation, any person, firm, corporation, association or other business entity of any kind with which the Company had any negotiations or substantial discussions regarding the possibility of providing products or services within the one-year period preceding the date of Employee’s termination of employment.

(g)

“Offer Letter” means the written offer of employment dated July __, 2021 which was provided to Employee by the Company.

(h)

“Excluded Works” means any Work or Invention created in whole or in part by Employee, (i) existing prior to Employee’s employment with the Company; or (ii) for which no equipment, supplies, facility or Trade Secret information of the Company was used and that was developed entirely on Employee’s own time, and (1) that does not relate (a) directly to the business of the Company or (b) to the actual or demonstrably anticipated research or development of the Company, or (2) that does not result from any work performed by Employee for the Company. Excluded Works shall be excluded from the definitions of Works (as defined below) and Inventions herein, and the copyright ownership of Excluded Works shall remain Employee’s sole property and/or the sole property of Employee’s assigns and not owned by the Company.

(i)

“Inventions” means any and all ideas, discoveries, concepts, trademarks, developments, original works of authorship, processes, improvements, products, methods, formulae, designs, software programs, trade secrets, and techniques (whether or not protectable by trademark, copyright, or patent) that relate in any way to the present, prospective, or contemplated activities of the Company.  Inventions excludes Excluded Works.

(j)

“Works” means drafts, partial works, contributions to works, final works, and derivative works created by Employee pursuant to and within the scope of Employee’s employment with the Company.  Works excludes Excluded Works.

(a)

While employed by the Company, and for a period of one (1) year following Employee’s termination of employment (whether voluntary or involuntary), Employee agrees not to compete, directly or indirectly, with the Company anywhere in the world.  Employee agrees that the Company operates in a global market, and that the foregoing restriction is a fair and reasonable description of the area in which the Company is or will be doing business.  

(b)

For the purpose of Section 2(a) (but without limitation thereof), Employee agrees that Employee will be in violation if Employee engages in Company Business on behalf of another individual, company, partnership, sole proprietorship, or other entity, directly as an individual on Employee’s own account, or indirectly as a partner, joint venture, employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which Employee or Employee’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than five percent of the outstanding stock.

(c)

In recognition of the global market in which the Company does business, and the particular competitive companies engaged in that market, Employee further agrees that Employee will not, directly or indirectly for the one-year period described above:

i.

enter into or engage in any business which competes, directly or indirectly, with the Company’s Business;

ii.

solicit Customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the Company’s Business;

iii.

provide to any Customer goods or services of thy type provided by the Company in the three years prior to termination of Employee’s employment;

iv.

engage in any conduct that interferes with the Company’s relationship with any Customer, or otherwise divert, entice or take away any customers, business, patronage or orders of the Company or attempt to do so; or

v.

promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the Company’s Business.

(d)

If it is judicially determined that Employee has violated this Section 2, then the period applicable to each obligation that Employee has been determined to have violated will

automatically be extended from the date of judicial determination by a period of time equal in length to the period during which such violation(s) occurred.

(a)

Of Customers.  Employee will not directly or indirectly at any time during the period of Employee’s employment or for a period of twenty-four (24) months following the termination of that employment (whether voluntarily or involuntarily), directly or indirectly, solicit, divert, or take away or supervise any other person, firm, or other entity in soliciting, diverting, or take away any Customer or Prospective Customer of the Company for the purpose of selling, performing or providing business services to that Customer or Prospective Customer.

(b)

Of Employees.  Employee agrees not to directly or indirectly, at any time during the period of Employee’s employment or for a period of twenty-four (24) months following the termination of Employee’s employment (whether voluntary or involuntary), solicit, hire, employ, engage, affiliate with for profit, retain (or assist any other person or entity in soliciting, hiring, employing, engaging, affiliating for profit or retaining) any person who was a Company employee or consultant or independent contractor at any time during the one (1)-year preceding Employee’s termination, or within six months thereafter, whether for Employee’s benefit or the benefit of any other person or organization other than the Company, or solicit, induce, or encourage any such person to terminate or leave the Company’s employ, engagement, or other remuneration relationship with the Company. Employee acknowledges that this covenant is necessary to enable the Company to maintain a stable workforce and remain in business.

(a)

Maintaining Confidentiality.  Employee  agrees to keep in strict confidence, and not, directly or indirectly, at any time, during or after Employee’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course of performing Employee’s duties of employment, use any Trade Secrets or Confidential Information of the Company or its customers, suppliers or vendors, Employee specifically acknowledges that all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in Employee’s mind or memory and whether compiled by the Company, and/or Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and/or its Customers and that any retention and or use of such information during Employee’s employment with the Company (except in the course of performing Employee’s duties and obligations to the Company) or after the termination of Employee’s employment will constitute a misappropriation of the Company’s Confidential Information.

(b)

U.S. Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that 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 (A) is made 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) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, the DTSA provides that 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.

(c)

Return of Property.  Employee agrees that upon termination of Employee’s employment with the Company (for any reason), or sooner if requested by the Company, Employee will return to the Company, in good condition, all property obtained during employment, including without limitation, the originals and all copies of any documents in whatever form (electronic, hard copy, etc.) or materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 1(a)-(b) of this Agreement. Employee agrees that all Confidential Information is the sole property of the Company and Employee has no right, title or interest to this property.  In the event that such items are not so returned, the Company will have the right to charge Employee for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, removing and/or recovering such property.

(a)

Assignment of Inventions.  Employee acknowledges and agrees that any and all Inventions, as defined above, made, conceived, discovered, or developed, by Employee alone or with others, during Employee’s employment with the Company and within the scope of the duties assigned to Employee by the Company, are the sole and exclusive property of the Company.  Employee will promptly and fully disclose to the Company all such Inventions.  Employee hereby does and will irrevocably transfer and assign to the Company or its designee (if not otherwise transferred by law), as its exclusive property, the entire worldwide and perpetual right, title and interest in all Inventions, including (but not limited to) any patent applications, patents, trademarks, Trade Secrets, or Confidential Information.  Employee agrees that these obligations bind Employee’s assigns, executors, administrators, and other legal representatives. Employee understands that the obligations in this Section 5(a) will not include, and the provisions of this Agreement do not apply to, any idea, discovery, invention, improvement, software, writing or other material or design that qualifies fully for exclusion under the provisions of Minnesota Statutes sections 181.78(1) and (2), the text of which is attached as Exhibit A.  

(b)

Prior Inventions. Inventions made prior to the commencement of Employee’s employment with the Company and not within the scope of Employee’s services to the

Company are excluded from the scope of this Agreement. Employee shall provide a written list of all Inventions conceived, developed, or reduced to practice by Employee, either solely or jointly with others, prior to the commencement of Employee’s employment with the Company, that Employee considers to be the property of Employee or a third party (such as a prior employer), which list will be attached as Exhibit B to this Agreement (collectively, “Prior Inventions”). If Employee’s confidentiality obligations preclude disclosure of such an Invention, Employee will disclose only a cursory name for the Invention, the party(ies) to whom the Invention belongs, and a note that further disclosure is precluded by Employee’s confidentiality obligations. If Employee does not complete Exhibit B to this Agreement, then Employee represents that there are no Prior Inventions. Employee will not incorporate any Prior Inventions or Excluded Works into any work done for the Company unless Employee owns all the rights in that Prior Invention or Excluded Work necessary to grant a license or transfer those rights to the Company.  If Employee incorporates any Prior Invention or Excluded Work into any work done for the Company, then Employee hereby grants the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense) to make, have made, modify, use, and sell such Prior Invention or Excluded Work.

(c)

Invention Disclosure.  Employee agrees that during Employee’s employment with the Company, Employee will disclose immediately and fully to the Company any Invention conceived, made or developed by Employee solely or jointly with others.  Employee also agrees to record descriptions of all work and materials created by Employee for the Company in the manner directed by the Company, agrees that all such records and copies, samples and experimental materials will be the exclusive property of the Company, and agree not to remove these records from the Company’s place of business except as expressly permitted by Company policy, which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.

(d)

Cooperation.  Employee will cooperate fully with the Company, during and after Employee’s employment with the Company, and agrees that Employee will do whatever the Company deems is reasonably necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country (including but not limited to any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issued thereon), including signing all papers that the Company reasonably requires or requests that Employee sign to protect those rights (at the Company’s expense).  In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any such papers, Employee irrevocably designates and appoints the General Counsel of the Company as Employee’s attorney-in-fact to act on Employee’s behalf to execute any such papers and to take any action the Company deems necessary or desirable to protect its rights and interests.

(e)

Assignment of Creative Works.  Without limiting any of the foregoing, Employee acknowledges and agrees that all Works (including but not limited to work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor,

and prototypes) are and will automatically be Works Made for Hire, owned and authored by the Company, as that term is defined in the Copyright Laws of the United States of America, including but not limited to any Invention that is or contains copyrightable material.  Employee represents that all Works will be original.  In the event and to the extent that any such Works are deemed not to constitute Works Made for Hire, Employee hereby irrevocably and without limit assigns and transfers to the Company (or its designee) all current and future right, title and interest in and to such Works, including but not limited to any patents, patent applications, copyrights, or copyright applications associated therewith, and to all renewals and extensions that may be secured under the laws now or hereafter in force and effect in the United States of America and any other country or countries absolutely and forever. Employee also assigns to the Company all claims for relief by reason of any past infringements of such Works, with the right to sue for and collect damages for the Company’s own use and benefit and for the use and benefit of the Company’s successors, assigns and other legal representatives.  This assignment is made without reservation of any rights of any kind now known or hereinafter discovered or granted by law, including electronic, digital, and all other versions in all media now known or hereafter invented, worldwide and forever.  Employee expressly waives any ownership claim, now or in the future, in the Works; any right or claim of any right to create new derivative works or adaptations based on the Works in the future; and the right to apply for or file any copyright, patent, or trademark registrations for the Works or any part of them.  Employee acknowledges that the Company has the sole right to apply for, obtain, and own copyright, patent, and trademark registrations and use the corresponding notices in connection with the Works.  Employee now and forever expressly waives any right of publicity, attribution, and integrity, including any so-called moral rights or equivalents thereof, arising under U.S. federal law and under any state law and under the laws of any other country that conveys rights of the same nature.

6.

Communication of Contents of Letter. While employed by the Company and for one (1) year thereafter, Employee will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity that Employee intends to be employed by, associated with, consult for, or represent.

7.

Former Agreements and Obligations. Employee agrees that Employee will not disclose to the Company or induce the Company to use any secret or confidential information belonging to Employee’s former employers. Except as indicated, Employee warrants that Employee is not bound by the terms of a confidentiality agreement, non-competition agreement, or other agreement with a third party that would preclude or limit Employee’s right to work for the Company and/or to disclose to the Company any ideas, Inventions, discoveries, improvements or designs or other information that may be conceived during employment with the Company.  Employee agrees to provide the Company with a copy of any and all agreements with a third party that preclude or limit Employee’s right to make disclosures or to engage in any other activities contemplated by Employee’s employment with the Company.

8.

Relief.  Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of Employee’s obligations under this Agreement would be

inadequate.  Employee therefore agrees that, in addition to any other rights or remedies that the Company may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision contained in the Agreement, without the necessity of proof of actual damage. The Company shall be entitled to recover from Employee its reasonable attorneys’ fees and costs in enforcing this Agreement and collecting any judgment.

9.

Reasonableness. Employee acknowledges that the obligations under this Agreement are reasonable in the context of the nature of the Company’s Business and the competitive injuries likely to be sustained by the Company if Employee were to violate such obligations. Employee further acknowledges that this Agreement is made in consideration of, and is adequately supported by, the agreement of the Company to offer Employee employment and perform its obligations under the Offer Letter, which Employee acknowledges constitutes good, valuable and sufficient consideration.

10.

Severability.  If any Court of competent jurisdiction finds this Agreement to be overbroad or in any other way invalid, Employee and the Company agree that the Court can and should modify the Agreement as minimally required to make the Agreement enforceable to the maximum extent permissible under applicable law.  The remainder of the Agreement shall remain fully enforceable, valid as written, and unaffected by such modification.

11.

Waiver.  No failure by the Company to insist upon the strict performance of any terms of conditions of this Agreement or to exercise any right or remedy available to it will constitute a waiver.  No waiver of any breach or default will affect or alter any term or condition of this Agreement and such term or condition will continue in full force and effect with respect to any other then existing or subsequent breach or default thereof.

12.

Choice of Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the law of conflicts of law, and any actions to enforce or concerning the interpretation or enforceability of this Agreement will take place in the District Courts of Minnesota, Count of Ramsey. Employee specifically agrees that Employee submits to the jurisdiction of said Courts in the event of a dispute.

13.

Assignment.  The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  This Agreement may not be assigned, in whole or in part, by Employee without the written consent of the Company.

Date:

July 10, 2021

/s/ Michael Carr

Michael Carr

(1)

that does not relate (a) directly to the business of the employer or (b) to the actual or demonstrably anticipated research or development, or

(2)

that does not result from any work performed by the employee for the employer. Any provision that purports to apply to such an invention is to that extent against the public policy of this state and is to that extent unenforceable.