Exhibit 10.1
IONQ,INC.
EXECUTIVESEVERANCEPLAN ANDSUMMARYPLANDESCRIPTION
(Last Amended April 20, 2026)
Section 1. Introduction.The purpose of this IonQ, Inc.ExecutiveSeverance Plan (this “Plan”) is to provide assurances of specified severance benefits to eligible executives of the Company whose employment is terminated by the Companyor a successor under certain circumstances.This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA (as defined below).With the exception of certain definitions set forth below, this Plan shall supersede anyindividual agreement between the Companyand anyCovered Employee (as defined below) and any other plan, policy or practice, whether written or unwritten, maintained by the Company with respect to a Covered Employee, in each case to the extent that such agreement, plan, policy or practice provides for equity acceleration or severance benefits upon the Covered Employee’s separation from the Company.This document constitutes both the written instrument under which this Plan is maintained and the required summary plan description for this Plan.
Section 2. Definitions.Forpurposesofthis Plan,thetermsbelowaredefinedasfollows:
2.1
“Administrator” means the Board or Compensation Committee prior to a Change in Control; or, after a Change in Control, one or more members of the successor Board or Compensation Committee or other persons designated by the Board or Compensation Committee prior to such Change in Control.
2.2
“Board”meanstheBoardofDirectorsoftheCompany.
2.3
“Cause”means,withrespecttoaCoveredEmployee,theoccurrenceof any of the following events: (i) such Covered Employee’s material failure to follow any proper and lawful directive of his or her supervisor or, if applicable, the Board, that remains uncured more than 30 days after a written demand is delivered to such Covered Employee that specifically identifies the manner in which the Company believes that such Covered Employee has failed to follow such instructions (provided, that failure to meet performance targets shall not, in and of itself, be deemed a failure to follow any such instructions); (ii) such Covered Employee’s commission of an act of: (a) fraud, embezzlement or theft; or (b) dishonesty that injures the business, business reputation or businessrelationshipsoftheCompany;(iii)suchCoveredEmployee’scommissionorconviction of,orpleadingguiltyornolocontendereto,afelony;and(iv)suchCoveredEmployee’smaterial violation of any agreement between such Covered Employee and the Company or of any material Companypolicythat remains uncured (if curable) more than 30 days after written notice thereofisdeliveredtosuchCoveredEmployeethatspecifically identitiessuchviolation.The determinationofwhetheraterminationisforCauseshallbemadeby theAdministrator in its sole and exclusive judgment and discretion.
2.4
“Change in Control” has the meaning ascribed to such term in the Stock Plan.
2.5
“Change in Control Period” means the time period beginning on the date on which a Change in Control becomes effective and ending on the first anniversary of the effective date of such Change in Control (except as otherwise set forth in a Participation Agreement).
2.6
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.
2.7
“Code”means theInternal RevenueCodeof1986,as amended,including any applicable regulations and guidance thereunder.
2.8
“Company”meansIonQ,Inc.andanysuccessor.
2.9
“CompensationCommittee”meanstheCompensationCommitteeofthe Board.
2.10
“CoveredEmployee”meansanemployeeoftheCompanywho(i)(x) isthe Company’sChiefExecutiveOfficer, (y)hasbeendesignatedbytheAdministratortoparticipatein this Plan or (z) in extenuating circumstances, as certified by the Chief Legal Officer, has been designated by the Company’s Chief Executive Officer to participate in this Plan, in the case of persons who are not members of the Board or executive officers of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (ii) has executed the Company’s standard confidentiality and inventions assignment agreementand(iii)hastimelyandproperlyexecutedanddeliveredaParticipationAgreementto the Company.
2.11
“Covered Termination” means a Covered Employee’s termination of employmentbytheCompany(oranyparentorsubsidiaryoftheCompany)withoutCauseorasa result of a Covered Employee’s resignation for Good Reason; provided, that, in eithercase,such termination is not due to the Covered Employee’s death or disability, and, that, in the event of a Change in Control, such termination does not occur beyond the Change in Control Period.
2.12
“Effective Date” means September 30, 2021.
2.13
“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974, asamended.
2.14
“GoodReason”means,withrespecttoaCoveredEmployee,anyofthefollowing conditions or actions taken bythe Companywithout Cause and without such Covered Employee’s consent: (i) a material breach by the Company of an agreement between such CoveredEmployeeandtheCompany;(ii)theCompanymateriallyreducessuchCoveredEmployee’s base salary or the target award percentage of salary established for such CoveredEmployee’sannualbonus,ineithercaseby10%ormore,otherthanany Company-wide reduction in compensation of employees; (iii) the Company materially reduces such Covered Employee’s duties, authority or responsibilities relative to such Covered Employee’s duties, authority or responsibilities in effect immediately prior to such reduction (provided,however,thatexceptinthecaseoftheChiefExecutiveOfficer,themereconversionof the Companyto a subsidiary, division or unit of an acquiring entityin connection with a Change in Control, or a change in the Covered Employee’s reporting relationships or title following a Change in Control, will not be deemed a material diminution in and of itself); or (iv) the Company relocates the facility that is such Covered Employee’s primary work location for the Company to a location more than 50 miles from the immediately preceding location (excluding regular travel in the ordinary course of business); provided, that in no event will a relocation represent “Good Reason” if the Companypermits the Covered Employee to use Covered Employee’s home as Covered Employee’s primary work location following such relocation; provided, further, that in each case above, in order for the Covered Employee’s resignation to be deemed to have been for Good Reason, the Covered Employee must first give the Company written notice of the action or omission giving rise to “Good Reason” within 30 days after the first occurrence thereof, the Companymust fail toreasonablycuresuchactionoromissionwithin30daysafterreceiptofsuchnotice(the “Cure Period”) and the
Covered Employee’s resignation must be effective not later than 30daysaftertheexpirationofsuchCurePeriod.
2.15
“Participation Agreement” means an agreement between a Covered EmployeeandtheCompanyinsubstantiallytheformofAppendixAattachedhereto,andwhich may include such other terms as the Administrator (or, in the case of Covered Employees designated pursuant to clause (i)(z) of the definition thereof, the Company’s Chief Executive Officer) deems necessary or advisable in the administration of this Plan.
2.16
“Severance Benefits” means the compensation and other benefits the Covered Employee will be provided pursuant to Section 4.
2.17
“Stock Plan” means the Company’s 2021 Equity Incentive Plan, as amended and restated from time to time, or any successor thereto.
2.18
“Termination Date” means the Covered Employee’s last day of employment with the Company.
Section 3. EligibilityforSeveranceBenefits.Anindividualiseligibleforseverancebenefits under this Plan, in the amounts set forth in Section 4, only if such individual is a Covered Employee on the date such individual experiences a Covered Termination.
Section 4. SeveranceBenefits.
4.1
Covered Termination Outside the Change in Control Period.If, at any time prior to the Change in Control Period, a Covered Employee experiences aCoveredTermination,then,subject totheCoveredEmployee’scompliancewithSection5,the Covered Employee shall receive the following Severance Benefits from the Company (the “Standard Severance Benefits”):
4.1.1
Cash Severance Benefits.The Covered Employee shall receive cash severance in an amount equal to the Covered Employee’s base salary (as ineffectimmediatelypriortoanyreductiongivingrisetoGoodReason,ifapplicable)forthe number of months set forth in the Covered Employee’s Participation Agreement (the “Standard Severance Period”). The cash amount shall be paid, less applicable tax withholdings, in equal installmentsontheCompany’sregularpayrollschedule;provided,thatnopaymentshallbe madepriortothefirstpayrolldatefollowingtheeffectivedateoftheRelease(the“Initial Payment Date”).On theInitial Payment Date, theCompanyshall paytheCovered Employeein a lump sum the cash amount that the Covered Employee would have received on or prior to the Initial Payment Date under the original schedule but for the delay while waiting for the InitialPayment Date in compliance with Section 409A (as defined below) and the effectiveness of the Release,withthebalanceofthecashamountbeingpaidasoriginallyscheduled. Notwithstanding the foregoing, the Company may pay the cashamountinthe formof a lump sum, which amount shall be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such paymentwill not result in adverse taxation under Section 409A.
4.1.2
Target Annual Bonus Entitlement.The Covered Employee shall additionally be entitled to a portion of such Covered Employee’s target annual bonus(ifany),asestablishedbytheCompanyfortheyearinwhichtheCoveredTerminationoccurs. Such payment shall be in an amount equal to the product of (i) the Covered Employee’s
target annual bonus (if any) and (ii) the applicable multiplier set forth in the Covered Employee’s Participation Agreement. The cash amount shall be paid, less applicable tax withholdings, in equal installments on the Company’s regular payroll schedule, for the Standard Severance Period; provided, that no payment shall be made prior to the Initial Payment Date.On the Initial Payment Date, the Company shall pay the Covered Employee in a lump sum the cash amount thattheCoveredEmployeewouldhavereceivedonorpriortotheInitialPaymentDateunderthe original schedule but for the delay while waiting for Initial Payment Date in compliance with Section 409A (as defined below) and the effectiveness of the Release, with the balance of the cash amount being paid as originally scheduled.Notwithstanding the foregoing, the Company may pay the cash amount in the form of a lump sum, which amount will be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A.
4.1.3
Prorated Target Annual Bonus Entitlement.The CoveredEmployeeshalladditionallybeentitled totheportionofsuchCoveredEmployee’starget annualbonus(ifany),asestablishedbytheCompanyfortheyearinwhichtheCoveredTermination occurs, prorated for time worked by the Covered Employee in the year in which the Covered Termination occurs.Such payment shall be in an amount equal to: (i) the Covered Employee’s target annual bonus (if any), (ii) divided by 365 and (iii) multiplied by the number of days the CoveredEmployeewasemployedinthecalendaryearinwhichtheCoveredTerminationoccurs. The cash amount shall be paid, less applicable tax withholdings, in equal installments on the Company’s regular payroll schedule, for the Standard Severance Period, provided that no payment shall be made prior to the Initial Payment Date.On the Initial Payment Date, the Company shall pay the Covered Employee in a lump sum the cash amount that the Covered EmployeewouldhavereceivedonorpriortotheInitialPaymentDateundertheoriginal schedule but for the delay while waiting for Initial Payment Date in compliance with Section 409A (as defined below) and the effectiveness of the Release, with the balance of the cash amount being paid as originally scheduled.Notwithstanding the foregoing, the Company may pay the cash amount in the form of a lump sum, which amount will be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A.
4.1.4
COBRAPremiums. ProvidedtheCovered Employeeiseligibleforandtimelymakesthenecessaryelectionsforcontinuationcoverage pursuant to COBRA the Companyshall paythe applicable premiums (inclusive of premiums for theCoveredEmployee’sdependents)forsuchcoveragefollowingthedateoftheCovered Employee’s CoveredTerminationfortheStandardSeverancePeriod(suchperiodofmonths,the “Standard COBRA Payment Period”) (but in no event after such time as the Covered Employee is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as the Covered Employee and the Covered Employee’s dependents are no longer eligible for COBRAcoverage). TheCoveredEmployeeshallnotifytheCompanyimmediatelyifthe CoveredEmployeebecomescoveredbyahealth,dental,orvisioninsuranceplanofasubsequent employer or if the Covered Employee’s dependents are no longer eligible for COBRA coverage. Notwithstandingtheforegoing,ifatanytimetheCompanydetermines,initssolediscretion,that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service
Act), then in lieu of paying COBRA premiums on the Covered Employee’s behalf, the Company will instead pay such Covered Employee on the last day of each remaining month of theStandardCOBRAPaymentPeriodafullytaxablecashpaymentequaltotheCOBRA premiumforthatmonth,subjecttoapplicabletaxwithholding(suchamount,the“Special SeverancePayment”),suchSpecialSeverancePaymenttobemadewithoutregardtotheCoveredEmployee’selectionofCOBRAcoverageorpaymentofCOBRApremiumsand without regard to such Covered Employee’s continued eligibility for COBRA coverage during theStandardCOBRAPaymentPeriod. SuchSpecialSeverancePaymentshallendupon expiration of the Standard COBRA Payment Period.
4.1.5
Equity Vesting.Each of the Covered Employee’s then-outstandingequityawards that are subject to a time-based vesting schedule shall accelerate and become vested and exercisable as to 100% of the unvested shares subject to the equity award,exceptwithrespecttoanyawardgrantedaftertheEffectiveDatethatexplicitlyoverrides this provision in writing. Subject to Section 5, the accelerated vesting described in this paragraph shall be effective as of the Termination Date.For the avoidance of doubt, any acceleratedsatisfactionofperformancecriteriawithrespecttoanyoutstandingequityawardthat is to vest and/or the amount of the equity award to vest is to be determined based on the achievementofperformancecriteria,willbesetforthandgovernedbytheawardagreementwith respect to such equity award. Notwithstanding anything herein to the contrary, nothing in this Plan shall limit the Company’s ability to accelerate vesting and/or exercisability of outstanding equity awards pursuant to the terms of the applicable equity incentive plan of the Company.
4.2
CoveredTerminationDuringtheChangeinControlPeriod.If,atanytime during the Change in Control Period, a Covered Employee experiences a Covered Termination, then,subjecttotheCoveredEmployee’scompliancewithSection5,theCoveredEmployeeshall receive the following Severance Benefits from the Company (the “CIC Severance Benefits”):
4.2.1
Cash Severance Benefits.The Covered Employee shall receive cash severance in an amount equal to the Covered Employee’s base salary (as in effect immediately prior to any reduction giving rise to Good Reason, if applicable) for the number of months set forth in the Covered Employee’s Participation Agreement (the “CIC Severance Period”).The cash amount shall be paid, less applicable tax withholdings, in equal installments on the Company’s regular payroll schedule; provided, that no payment shall be made prior to the Initial Payment Date.On the Initial Payment Date, the Companyshall paythe Covered Employee in a lump sum the cash amount that the Covered Employee would have received on or prior to the Initial Payment Date under the original schedule but for the delay while waiting for the Initial Payment Date in compliance with Section 409A (as defined below) andtheeffectivenessoftheRelease,withthebalanceofthecashamountbeingpaidasoriginally scheduled.Notwithstanding the foregoing, the Company may pay the cash amount in the form of a lump sum, which amount shall be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A.
4.2.2
Target Annual Bonus Entitlement.The Covered Employee shall additionally be entitled to a portion of such Covered Employee’s target annual bonus(ifany),asestablishedbytheCompanyfortheyearinwhichtheCoveredTerminationoccurs. Such payment shall be in an amount equal to the product of (i) the Covered Employee’s target annual bonus (if any) and (ii) the applicable multiplier set forth in the Covered
Employee’s Participation Agreement.The cash amount shall be paid, less applicable tax withholdings, in equal installments on the Company’s regular payroll schedule, for the CIC Severance Period; provided, that no payment shall be made prior to the Initial Payment Date.On the Initial Payment Date, the Company shall pay the Covered Employee in a lump sum the cash amount thattheCoveredEmployeewouldhavereceivedonorpriortotheInitialPaymentDateunderthe original schedule but for the delay while waiting for Initial Payment Date in compliance with Section 409A and the effectiveness of the Release, with the balance of the cash amount being paid as originally scheduled. Notwithstanding the foregoing, the Company may pay the cash amount in the form of a lump sum, which amount shall be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A.
4.2.3
Prorated Target Annual Bonus Entitlement.The CoveredEmployeeshalladditionallybeentitledtotheportionofsuchCoveredEmployee’starget annualbonus(ifany),asestablishedbytheCompanyfortheyearinwhichtheCoveredTermination occurs, prorated for time worked by the Covered Employee in the year in which the Covered Termination occurs.Such payment shall be in an amount equal to: (i) the Covered Employee’s target annual bonus (if any), (ii) divided by 365 and (iii) multiplied by the number of days the CoveredEmployeewasemployedinthecalendaryearinwhichtheCoveredTerminationoccurs. The cash amount shall be paid, less applicable tax withholdings, in equal installments on the Company’s regular payroll schedule, for the CIC Severance Period; provided, that no payment shall be made prior to the Initial Payment Date. On the InitialPaymentDate,theCompanyshall pay the Covered Employee in a lump sum the cash amount that the Covered Employee would havereceivedonorpriortotheInitialPaymentDateundertheoriginalschedulebutforthedelay while waiting for Initial Payment Date in compliance with Section 409A and the effectiveness of the Release, with the balance of the cash amount being paid as originally scheduled. Notwithstanding the foregoing, the Company may pay the cash amount in the form of a lump sum, which amount shall be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A.
4.2.4
COBRAPremiums. ProvidedtheCovered Employeeiseligibleforandtimelymakesthenecessaryelectionsforcontinuationcoverage pursuant to COBRA the Companyshall paythe applicable premiums (inclusive of premiums for theCoveredEmployee’sdependents)forsuchcoveragefollowingthedateoftheCovered Employee’s Covered Termination for up to the CIC Severance Period (such period of months, the“CICCOBRAPaymentPeriod”)(butinnoeventaftersuchtimeastheCoveredEmployeeis eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or astheCoveredEmployeeandtheCoveredEmployee’sdependentsarenolongereligiblefor COBRAcoverage). TheCoveredEmployeeshallnotifytheCompanyimmediatelyifthe CoveredEmployeebecomescoveredbyahealth,dental,orvisioninsuranceplanofasubsequent employer or if the Covered Employee’s dependents are no longer eligible for COBRA coverage. Notwithstandingtheforegoing,ifatanytimetheCompanydetermines,initssolediscretion,that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Covered Employee’s behalf, the Company will instead pay such Covered Employee on the last day of each remaining month of the CIC COBRA Payment Period a Special Severance Payment tobemadewithout
regardtothe CoveredEmployee’selectionofCOBRAcoverageorpaymentofCOBRApremiumsand without regard to such Covered Employee’s continued eligibility for COBRA coverage during theCICCOBRAPaymentPeriod.SuchSpecialSeverancePaymentshallenduponexpirationof the CIC COBRA Payment Period.
4.2.5
Equity Vesting.Each of the Covered Employee’s then-outstanding equity awards that are subject to a time-based vesting schedule shall accelerate and become vested and exercisable as to 100% of the unvested shares subject to theequityaward,exceptwithrespecttoanyawardgrantedaftertheEffectiveDatethatexplicitly overridesthisprovisioninwriting.SubjecttoSection5,theacceleratedvestingdescribedinthis paragraph shall be effective as of the Termination Date. For the avoidance of doubt, any accelerated satisfaction of performance criteria with respect toanyoutstandingequityawardthat is to vest and/or the amount of the equity award to vest is to be determined based on the achievementofperformancecriteria,willbesetforthandgovernedbytheawardagreementwith respect to such equity award.Notwithstanding anything herein to the contrary, nothing in this Plan shall limit the Company’s ability to accelerate vesting and/or exercisability of outstanding equity awards pursuant to the terms of the applicable equity incentive plan of the Company.
Section 5. ConditionstoReceiptofSeverance.
5.1
ReleaseAgreement.AsaconditiontoreceivingtheSeveranceBenefits,a Covered Employee must sign a release of all claims infavoroftheCompanyanditssubsidiaries and affiliates (the “Release”) in such form as may be provided by the Company. The Release must become effective in accordance with its terms, which must occur in no event more than 60 daysfollowingthedateoftheapplicableCoveredTermination.Innoeventshallpaymentofany benefits under this Plan be made prior to a Covered Employee’s Termination Date or prior to the effectivedateoftheRelease. IftheCompanydeterminesthatanypaymentsorbenefitsprovided under this Plan constitute “deferred compensation” under Section 409A, and the Covered Employee’s Termination Date occurs at a time during the calendar year when the Release could become effective in the calendar year following the calendar year in which the Covered Employee’s “separation from service” within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (“Section 409A”) occurs, then regardless of when the Release is returned to the Company and becomes effective, the Release will not be deemed effective any earlier than the latest permitted effective date; provided, that except to the extent that payments may be delayed in accordance with Section 8, on the first regularpayroll datefollowingtheeffectivedateofaCoveredEmployee’sRelease,theCompany shall (i) pay the Covered Employee a lump sum amount equal to the sum of the Severance Benefits that the Covered Employee would otherwise have received through such payroll date butforthedelayinpaymentrelatedtotheeffectivenessoftheReleaseand(ii)commencepaying the balance, if any, of the Severance Benefits in accordance with the applicable payment schedule.
5.2
Other Requirements.A Covered Employee’s receipt of Severance Benefits pursuant to Section 4is subject to such Covered Employee’s continued material compliance with the terms of the Release, the applicable Participation Agreement, any applicable non-disparagement provisionsofaseparationagreementprovidedbytheCompanyandanyconfidentialinformation agreement, proprietary information and inventions agreement and any other agreement between the Covered Employee and the Company.Severance Benefits under this Plan shall terminate immediately for a Covered Employee if such Covered Employee is in material violation, at any time, of any legal or contractual obligation owed to the Company.
5.3
Section 280G.Anyprovision of this Plan to thecontrarynotwithstanding, if any payment or benefit a Covered Employee would receive from the Company and its subsidiariesoranacquirorpursuanttothis Planorotherwise(a“Payment”)would(i)constitutea “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Higher Amount.The “Higher Amount” means (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in the Covered Employee’s receipt, on an after-tax basis, of the greatereconomicbenefitnotwithstandingthatallorsomeportionofthePaymentmaybesubject to the Excise Tax.If a reduction in payments or benefits constituting “parachute payments” within the meaning of Section 280G of the Code is necessary so that the Payment equals the Higher Amount, such reduction shall occur in the manner that results in the greatest economic benefit for the Covered Employee and, to the extent applicable, complies with Section 409A.In no event shall theCompany, anysubsidiary of the Companyor anystockholder of any of them be liableto anyCovered Employeefor any amounts not paid as a result of the operation of this Section 5.3.The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder (the “280G Firm”) to provide its calculations, together with detailed supporting documentation, to a Covered Employee and the Companywithin 15 calendar days after thedate on which such Covered Employee’s right to a Payment is triggered (if requested at that time by such Covered Employee or the Company) or such other time as requested by such Covered Employee or the Company. Without limiting the foregoing, in the event of a “change in ownership or control” of the Company (within the meaning of Section 280G of the Code), the Company shall use commercially reasonable efforts to cause the 280G Firm to make recommendations to mitigate the value of Payments to reduce the amount of the Excise Tax and/or the size of the reduction required to reach the Higher Amount, and the Company shall consider any such recommendations in good faith prior to applying this Section 5.3to a Covered Employee.
Section 6. Non-Duplication of Benefits. Notwithstanding anyother provision in this Plan to the contrary, the Severance Benefits provided to a Covered Employee are intended to be and are exclusive and in lieu of any other severance benefits or payments to which such Covered Employee may otherwise be entitled, either at law, tort, contract, in equity or under this Plan, in the event of any termination of such Covered Employee’s employment. Except as otherwise set forth underaneffectiveParticipationAgreement,theCovered Employeeshall be entitled to no severance benefits or payments upon a termination of employment that constitutes a Covered Termination other than those benefits expressly set forth herein and those benefits required to be provided by applicable law or as negotiated in accordance with applicable law (including anyseverance benefits that maybe included in a severance agreement, employmentagreementorsimilarcontractbetweentheCompanyorasubsidiaryoftheCompany and the Covered Employee).Notwithstanding the foregoing, if a Covered Employee is entitled to any benefits other than the benefits under this Plan by operation of applicable law or as negotiated in accordance with applicable law, such Covered Employee’s benefits under this Plan shall be provided only to the extent more favorable than such other arrangement.The Administrator, in its sole discretion, shall have the authority to reduce or otherwise adjust a Covered Employee’s benefits under this Plan, in whole or in part, by any other severance benefits, pay and benefits in lieu of notice, or other similar benefits payable to such Covered Employee under this Plan that become payable in connection with the Covered Employee’s termination of employment pursuant to (i) any applicable legal requirement, including the Worker Adjustment and Retraining Notification Act (the “WARN Act”), the California Plant Closing Act or any other similar state law or (ii) any policy or practice of the Company providingfor the Covered Employeetoremainonpayrollforalimitedperiodoftimeafterbeing given notice of termination.The benefits provided under this Plan
are intended to satisfy, in whole or in part, any and all statutory obligations of the Company that may arise out of a Covered Employee’s termination of employment, and the Administrator shall so construe and implement the terms of this Plan.
Section 7. Clawback; Recovery.All payments and severance benefits provided under this Plan are subject to the Company’s Incentive Compensation Recoupment Policy, as it may be amended from time to time. In addition,theAdministratormayimposesuchotherclawback,recoveryorrecoupmentprovisions as the Administrator determines necessary or appropriate, including but not limited to a reacquisition right in respect of previouslyacquired shares of common stock of the Companyor other cash or property upon the occurrence of a termination of employment for Cause.No recoveryof compensation under such a clawback policywill be an event giving rise to a right to resignforGoodReason,constructiveterminationoranysimilartermunderanyplanofor agreement with the Company.
Section 8. Section409A.Notwithstandinganythingtothecontraryinthis Plan,noseverance payments or benefits shall become payable until the Covered Employee has a “separation from service”withinthemeaningofSection409A.Further,ifsomeoralloftheCoveredEmployee’s Severance Benefits are subject to Section 409A and such Covered Employee is a “specified employee” within the meaning of Section 409A at the time of such Covered Employee’s separation from service (other than due to death), then such Severance Benefits otherwise due to such Covered Employee on or within the six-month period following such Covered Employee’s separation from service shall accrue during such six-month period and become payable in a lump sum payment (less applicable withholding taxes) on the date six months and one day following the date of the Covered Employee’s separation from service if necessary to avoid adverse taxation under Section 409A.All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit.Notwithstanding anything herein to the contrary, if the Covered Employee dies following such Covered Employee’s separation from service but prior to the six-month anniversary of such Covered Employee’sdateofseparation,thenanypaymentsdelayedinaccordancewiththisparagraphshall be payable in a lump sum (less applicable withholding taxes) to the Covered Employee’s estate as soon as administratively practicable after the date of such Covered Employee’s death and all other benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment for purposes of Section 409A.It is the intent ofthisPlantocomplywithorbe exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder are subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.Notwithstanding the foregoing,theCompanymakesnorepresentationsthatthepaymentsandbenefitsprovidedunder this Plan comply with Section 409A, and in no event shall the Company or any of its representatives be liable for all or anyportion of anytaxes, penalties, interest or other expenses that may be incurred by the Covered Employee on account of non-compliance with Section 409A.
Section 9. Withholding.The Company shall withhold from any Severance Benefits all federal, state, local and other taxes required to be withheld therefrom and any other required payroll deductions.
Section 10. Administration.This Plan shall be administered and interpreted by the Administrator (in the Administrator’s sole discretion).The Administrator is the “named fiduciary” of this Plan for purposes of ERISA and is subject to the fiduciary standards of ERISA when acting in such capacity.Any decision made or other action taken by the Administratorwithrespecttothis Plan,andanyinterpretationbytheAdministratorofanytermor condition ofthis Plan, oranyrelated document, shall beconclusiveand bindingon all persons and be given the maximum possible deference allowed by law.Any decision made or other action taken by the Administrator with respect to this Plan, and any interpretation by the Administrator of anyterm or condition of this Plan, or anyrelated document that (i) does not affect
the benefits payable under this Plan shall not be subject to review unless found to be arbitraryand capricious or (ii) does affect the benefits payable under this Plan shall notbesubjecttoreviewunless found to be unreasonable or not to have been made in good faith.
Section 11. Amendment or Termination.The Company, by action of the Administrator, reserves the right to amend or terminate this Plan at any time, without advance notice to any Covered Employee and without regard to the effect of the amendment or termination on any Covered Employee or on any other individual.Any amendment or termination of this Plan shall be in writing.Notwithstandingtheforegoing, aCovered Employee’s rights to receivepayments and benefits pursuant to this Plan under an effective Participation Agreement may not be adversely affected, without the Covered Employee’s written consent, by an amendment or termination of this Plan.
Section 12. Claims Procedure.Claims for benefits under this Plan shall be administered inaccordance with Section 503 of ERISA and the Department of Labor Regulations thereunder. Any employee or other person who believes they are entitled to any payment under this Plan (a “claimant”) may submit a claim in writing to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount ofsuch claimant’s severancebenefits underthis Plan or (ii) the date the claimant learned that they will not be entitled to any benefits under this Plan. In determiningclaims for benefits, the Administrator or its delegate has the authorityto interpret this Plan,toresolveambiguities,tomakefactualdeterminationsandtoresolvequestionsrelating to eligibility for and amount of benefits. If the claim is denied (in full or in part), the claimant shall be provided a written notice explaining the specific reasons for the denial and referring to the provisions of this Plan on which the denial is based.The notice shall also describe any additional information or material that the Administrator needs to complete the review and an explanation of why such information or material is necessary and this Plan’s procedures for appealing the denial (including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described below). The denial notice shall be provided within 90 days after the claim is received.If special circumstances require an extension of time (up to 90 days), written notice of the extension shall be given to the claimant (or representative) within the initial 90-day period.This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.If the extension is provided due to a claimant’s failure to provide sufficient information, the time frame for rendering the decision shall be tolled from the date the notification is sent to the claimant about the failure to the date on which the claimant responds to the request for additional information.The Administrator has delegated the claims review responsibility to the Company’s Chief Legal Officer or such other individual designated by the Administrator, except in the case of a claim filed by or on behalf of the Company’s Chief Legal Officer or such other individual designated by the Administrator, in which case, the claim shall be reviewed by the Company’s Chief Executive Officer or another person designated by the Company’s Chief Executive Officer.
Section 13. Appeal Procedure.If the claimant’s claim is denied, the claimant (or such claimant’sauthorizedrepresentative)mayapplyinwritingtoanappealsofficialappointedbythe Administrator (which may be a person, committee or other entity) for a review of the decision denying the claim.Review must be requested within 60 days following the date the claimant received the written notice of a claim denial or else the claimant will lose the right to such review. A requestfor review must set forth all the grounds on which such request is based, all facts in support of the request and any other matters that the claimant considers pertinent.In connection with the request for review, the claimant (or representative) has the right to review and obtain copies of all documents and otherinformation relevant to theclaim, upon request and atnocharge,andtosubmitwrittencomments,documents,recordsandotherinformationrelating to such claimant’s claim.The review shall take into account all comments, documents, records and otherinformation submitted bytheclaimant (orrepresentative)relatingto theclaim, without regard to whether such information was submitted or considered in the initial benefit determination.The
appeals official will provide written notice of its decision on review within 60 days after it receives a review request.If special circumstances require an extension of time (up to 60 days), written notice of the extension shall be given to the claimant (or representative) within the initial 60-dayperiod. This notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the appeals official expects to render its decision.If the extension is provided due to a claimant’s failure to provide sufficient information, the time frame for rendering the decision on review shall be tolled from the date the notificationissenttotheclaimantaboutthefailuretothedateonwhichtheclaimantrespondsto the request for additional information.If the claim is denied (in full or in part) upon review, the claimant shall be provided a written notice explaining the specific reasons for the denial and referringto theprovisionsofthis Plan on which thedenial is based.Thenoticeshall also include astatementthattheclaimantwillbeprovided,uponrequestandfreeofcharge,reasonableaccess to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA. The Administrator has delegated the appeals review responsibility to the Company’s Chief Legal Officer, except in the case of an appeal filed by or on behalf of the Company’s Chief Legal Officer, in which case, the appeal shall be reviewed bythe Company’s Chief Executive Officer or another person designated by the Company’s Chief Executive Officer.
Section 14. Arbitration.No arbitration proceeding shall be brought to recover benefits under this PlanuntiltheclaimsproceduresdescribedinSection12andSection 13havebeenexhaustedandthe Planbenefitsrequestedhavebeendeniedinwholeorinpart. Notwithstandinganyother provision of this Plan, to ensure the timely and economical resolution of disputes, all disputes,claims or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Plan shall beresolved to the fullest extent permitted bylaw byfinal, binding andconfidentialarbitration,byasinglearbitrator,inDelaware,conductedbyJAMS,Inc. (“JAMS”)underthethen-applicableJAMSrules(availableatthefollowingwebaddress:https://www.jamsadr.com/rules-employment).By agreeingtothisarbitrationprocedure,each Covered Employee and the Company waive the right to resolve any such dispute through a trial byjuryorjudgeoradministrativeproceeding.CoveredEmployeeshavetherighttobe represented by legal counsel at any arbitration proceeding. In addition, all claims, disputes or causes of action under this Section 14, whether by a Covered Employee or the Company, must bebrought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or classmember in any purported class or representative proceeding, nor joined or consolidated with the claims of anyother person or entity.The arbitrator maynot consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding.Totheextentthatthe preceding sentencesregarding classclaimsor proceedingsare foundto violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a classshallproceedina courtof law rather than by arbitration. The arbitrator shall: (a)havetheauthoritytocompeladequatediscoveryfortheresolutionofthedisputeandtoaward such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award.The arbitrator shall be authorized to award any or all remedies that a Covered Employee or the Company would be entitled to seek in a court of law.The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of a Covered Employee if the dispute were decidedinacourt oflaw.NothinginthisSection 14isintendedto prevent either a Covered Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.Any arbitration must be commenced within one year after the Covered Employee’s receipt of notification that their appeal was denied.The foregoing provisions shall apply to the extent consistent with and permitted by ERISA.
Section 15. SourceofPayments.All severancebenefits other than equity acceleration shall bepaidincashfromthegeneral funds of the Company; no separate fund shall be established under this Plan
and this Plan shall havenoassets.Norightofanypersontoreceiveanypaymentunderthis Planshallbeanygreater than the right of any other general unsecured creditor of the Company.
Section 16. Inalienability.In no event may any current or former employee of the Company or anyof its subsidiaries or affiliates sell, transfer, anticipate, assign or otherwise dispose of any rightorinterestunderthis Plan. Atnotimewillanysuchrightorinterestbesubjecttotheclaims of creditors nor liable to attachment, execution or other legal process.
Section 17. No Enlargement of Employment Rights.Neither the establishment nor maintenance of this Plan, any amendment of this Plan nor the making of any benefit payment hereunder shall be construed to confer upon any individual any right to be continued as an employee of the Company.The Company expressly reserves the right to discharge any of its employees at any time, with or without cause.However, as described in this Plan, a Covered Employee may be entitled to benefits under this Plan depending upon the circumstances of such Covered Employee’s termination of employment.
Section 18. Successors.Any successor to the Company of all or substantially all of the Company’s business or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) shall assume the obligations under this Plan and agree expresslytoperformtheobligationsunderthis Planinthesamemannerandtothesameextentas the Companywould be required to perform such obligations in theabsenceofasuccession.For all purposes under this Plan, the term “Company” includes any successor to the Company’s business or assets which become bound by the terms of this Plan by operation of law, or otherwise.
Section 19. Applicable Law.The provisions of this Plan shall be construed, administered and enforcedinaccordancewithERISAand,totheextentapplicable,theinternalsubstantivelawsof the State of Delaware (except its conflict of laws provisions).
Section 20. Severability. If any provision of this Plan is held invalid or unenforceable, its invalidityorunenforceabilityshall not affect anyotherprovision ofthis Plan, and this Plan shall be construed and enforced as if such provision had not been included.
Section 21. Headings.HeadingsinthisPlandocumentareforpurposesofreferenceonlyand shall not limit or otherwise affect the meaning hereof.
Section 22. AdditionalInformation.
Plan Name: IonQ, Inc. Executive Severance Plan
Plan Sponsor: IonQ, Inc.
Plan Year: Fiscal year ending December 31
Plan Administrator: IonQ, Inc.
Attention: Administrator of the IonQ, Inc. Executive Severance Plan
Agent for Service of IonQ, Inc.
Legal Process: Attention: Administrator of the IonQ, Inc. Executive Severance Plan
Service of process may also be made upon the Administrator.
Type of Plan: Severance Plan/Employee Welfare Benefit Plan
Plan Costs: The cost of this Plan is paid by the Company.
Section 23. StatementofERISARights. Asa Covered Employee under this Plan, you have certain rights and protections underERISA:
(a)
You may examine (without charge) all Plan documents, including any amendments and
copies of all documents filed with the U.S. Department of Labor.These documents are available for your review in the office of the Company’s Chief Legal Officer.
(b)
You may obtain copies of all Plan documents and other Plan information upon written request to the Administrator.A reasonable charge may be made for such copies.
In addition to creating rights for Covered Employees, ERISA imposes duties upon the people who are responsible for the operation of this Plan.The people who operate this Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Covered Employees.No one, including the Company or any other person, may fire you or otherwise discriminate against you in anywayto prevent you from obtainingabenefit under this Plan or exercising your rights under ERISA.If your claim for a severance benefit is denied, in whole or in part, you have a right to know why it was denied, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.The claim review procedure is explained in Section 12and Section 13.
Under ERISA, there are steps you can take to enforce the above rights.For instance, if you request a copyof Plan documents and do not receive them within 30 days, you mayfile suit in a federal court.In such a case, the court may require the Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator.If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it should happenthatyouarediscriminatedagainstforassertingyourrights,youmayseekassistancefrom the U.S. Department of Labor,oryoumayfilesuitinafederalcourt.Thecourtwilldecidewho should paycourt costs and legal fees. If you are successful, the court mayorder the person you havesuedtopaythesecostsandfees.Ifyoulose,thecourtmayorderyoutopaythesecostsand fees, for example, if it finds your claim is frivolous.
If you have any questions regarding this Plan, please contact the Administrator.If you have anyquestions about this statement or about your rights under ERISA, you maycontact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210.You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-3272.
APPENDIXA
IONQ,INC.
EXECUTIVESEVERANCEPLAN
PARTICIPATION AGREEMENT
IonQ,Inc.(the“Company”)ispleasedtoinformyou,[name],thatyouhavebeenselected toparticipateintheCompany’sExecutiveSeverancePlan(the“Plan”)asa Covered Employee.A copyof the Plan was delivered to you with this Participation Agreement. Yourparticipationinthe Planissubjecttoallofthetermsandconditionsofthe Plan. The capitalizedtermsusedbutnotdefinedhereinwillhavethemeaningsascribedtotheminthe Plan.
InordertobecomeaCoveredEmployeeunderthe Plan,youmustcompleteandsignthis Participation Agreement and return it to [name] no later than [date].
The Plan describes in detail certain circumstances underwhich youmaybecomeeligible for Severance Benefits and the amount of those benefits.As described more fully in the Plan, you may become eligible for certain Severance Benefits if you experience a Covered Termination.
If you become eligible for Standard Severance Benefits under Section 4.1 of the Plan, then, subject to the terms and conditions of the Plan, you will receive:
Cash Severance Benefits [ ] months
Target Annual Bonus Entitlement [ ]x
Prorated Target Annual Bonus Entitlement As set forth in Section 4.1.3.
Accelerated Equity Vesting As set forth in Section 4.1.5.
COBRA Premiums [ ] months
If you become eligible for CIC Severance Benefits under Section 4.2 of the Plan, then, subject to the terms and conditions of the Plan, you will receive:
Cash Severance Benefits [ ] months
Target Annual Bonus Entitlement [ ]x
Prorated Target Annual Bonus Entitlement As set forth in Section 4.2.3.
Accelerated Equity Vesting As set forth in Section 4.2.5.
COBRA Premiums [ ] months
In order to receive any Severance Benefits for which you otherwise become eligible underthe Plan,youmust signanddelivertotheCompanytheRelease,whichmusthavebecomeeffective and irrevocable, and otherwise comply with the requirements under Section 5 of the Plan.
In accordancewith Section 6 ofthe Plan, thebenefits, ifany,providedunderthe Planare intended to be the exclusive benefits for you related to your termination of employment withtheCompanyandwillsupersedeandreplaceanyseverance benefits to which you otherwise would be eligible to participate in any other Company severancepolicy, plan, agreementorotherarrangement(whetherornotsubjectto ERISA), provided that any accelerated satisfaction of performance criteria with respect to any outstanding equity award that is to vest and/or the amount of the Equity Award to vest is to be determined based on the achievement of performance criteria, will be set forth and governed by the award agreement with respect to such equity award (the “Performance Award Carveout”).
Byyour signature below, you and the Companyagree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan.Your signature below confirms that: (i) you have received a copyof the Plan; (ii) you have carefullyread this ParticipationAgreementandthe Planandyouacknowledgeandagreetoitsterms,including,but not limited to, Section 6 of the Plan; (iii) you agree that this Participation Agreement and the provisions of the Plan supersede any individual agreement between you and the Company and anyotherplan,policyorpractice,whetherwrittenorunwritten,maintainedbytheCompanywith respect to equity acceleration or severance benefits upon your separation from the Company, subject to the Performance Award Carveout; and (iv) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors.
IONQ, INC. COVERED EMPLOYEE
_____________________________ ________________________________
Signature Signature
Name: ___________________________ Name: ___________________________
Title: ___________________________ Title: ___________________________
Date: ___________________________ Date: ___________________________
Attachment:IonQ,Inc.ExecutiveSeverancePlan