EXHIBIT 10.15

Exhibit 10.15

Forge Nano Holdings Inc.

2026 Omnibus Incentive Compensation Plan

Notice of PSU Grant

By signing your name below, you accept the PSUs and acknowledge and agree that the PSUs are granted under and governed by the terms and conditions of the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan, the Award Agreement set forth on Annex I, the vesting terms and conditions set forth on Exhibit A and the restrictive covenants set forth on Exhibit B thereto, each of which are hereby made a part of this document.

ANNEX I

FORGE NANO HOLDINGS INC.

2026 Omnibus Incentive Compensation Plan

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Notice of PSU Grant (“Grant Notice”) and this Award Agreement, Forge Nano Holdings Inc. (together with its Subsidiaries, whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”) has granted the Participant Performance-Based Restricted Stock Units (the “PSUs”) under the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan (the “Plan”) with respect to the number of Shares indicated in the Grant Notice (the “Award”). The PSUs consist of the number of Performance-Only PSUs and Service-Conditioned PSUs set forth on the Grant Notice. Each PSU represents the right to receive one Share. The PSUs are granted to the Participant effective as of the Date of Grant. Capitalized terms not explicitly defined in this Award Agreement or in the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

1.            Vesting; Settlement.

(a)            Vesting. The PSUs shall vest in accordance with the terms of this Award Agreement and as set forth in Exhibit A attached hereto. The terms of Exhibit A are hereby made a part of this Award Agreement.

(b)            Settlement. Subject to the provisions of this Award Agreement, promptly following the applicable Vesting Event (as defined in Exhibit A) (and no later than the thirtieth (30th) day following the applicable Vesting Event), the Participant shall receive the number of Shares that correspond to the number of PSUs that have vested in accordance with Exhibit A, less any Shares withheld by the Company pursuant to Section 5 below. Upon such delivery, such Shares shall be fully assignable, saleable and transferable by the Participant, provided that any such assignment, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws.

2.            Dividend Equivalents. The Participant will be credited with any dividend equivalents that may be paid with respect to any Shares underlying the PSUs. However, unless otherwise provided by the Committee, the Participant will not be entitled to receive such dividend equivalents unless and until the Participant becomes the record owner of the Shares underlying the PSUs, at which time accrued dividend equivalents shall be paid pursuant to Section 7(b) of the Plan.

3.            Termination of Service.

(a)            Generally. In the event of the Participant’s termination of Service at any time for any reason:

(i)            Service-Conditioned PSUs. All unvested Service-Conditioned PSUs shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto; and

(ii)            Performance-Only PSUs. Except as provided in Section 3(b) and Section 7(b), the Performance-Only PSUs shall remain outstanding and eligible to vest in accordance with Exhibit A.

(b)            Termination for Cause. Notwithstanding anything herein to the contrary, in the event of the Participant’s termination of Service (x) by the Company for Cause or (y) for any reason at a time when grounds for Cause exist (as determined by the Committee), (i) all unvested PSUs (whether Performance-Only PSUs or Service-Conditioned PSUs) shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto, and (ii) the Participant shall, promptly upon demand by the Company (and in any event within thirty (30) days thereafter), return to the Company all Shares acquired pursuant to this Award Agreement to the extent still held by or for the Participant.

4.             Rights as a Stockholder. The Participant shall have no voting rights with respect to the PSUs unless and until the Participant becomes the record owner of the Shares underlying the PSUs.

5.             Tax Withholding. The Participant shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt, vesting or settlement of any PSU granted hereunder. Without limiting Section 1(b), the Company shall be authorized to withhold from the Award the amount (in cash or Shares, or any combination thereof) of applicable withholding taxes due in respect of the Award, its settlement or any payment or transfer under the Award and to take such other action (including providing for elective payment of such amounts in cash or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes; provided, however, that no Shares shall be withheld with a value exceeding the maximum statutory rates in the applicable tax jurisdictions.

6.             Clawback; Forfeiture; Detrimental Conduct. The PSUs shall be subject to the clawback, forfeiture and detrimental conduct provisions set forth in Section 7(c) of the Plan.

7.             Restrictive Covenants.

(a)            Without limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which the Participant may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit B attached hereto, which Exhibit B is incorporated herein and forms part of this Award Agreement.

(b)            In the event that the Participant violates any of the restrictive covenants referred to in this Section 7, in addition to any other remedy that may be available at law or in equity, the PSUs (including, for the avoidance of doubt, any Performance-Only PSUs that remain outstanding following the Participant’s termination of Service) shall be automatically forfeited effective as of the date on which such violation first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants.

8.             Miscellaneous.

(a)            Compliance with Legal Requirements. The granting of the PSUs, and any other obligations of the Company under this Award Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant’s rights under this Award Agreement.

(b)            Transferability. The PSUs shall be subject to Section 9 of the Plan.

(c)            Participant’s Service. Nothing in this Award Agreement shall confer upon the Participant any right to continue the Participant’s Service or interfere in any way with the right of the Company or any of its Affiliates or stockholders, as the case may be, to terminate the Participant’s Service or to increase or decrease the Participant’s compensation at any time. The grant of the PSUs is a one-time benefit and does not create any contractual or other right to receive any other Award under the Plan in the future. The grant of the PSUs does not form part of the Participant’s entitlement to compensation or other benefits in terms of the Participant’s Service.

(d)            Amendment; Waiver. No amendment or modification of any provision of this Award Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Company may amend or modify this Award Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Award Agreement. No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Award Agreement, or any waiver of any provision of this Award Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(e)            Section 409A. This Award Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly. If any provision of this Award Agreement or any term or condition of the PSUs would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if the Committee considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Participant with respect to PSUs as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment. Notwithstanding the foregoing, the tax treatment of the benefits provided under this Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

(f)            General Assets. All amounts credited in respect of the PSUs to the book-entry account under this Award Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

(g)            Notices. All notices, requests and other communications under this Award Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The parties may use e-mail delivery, so long as the message is clearly marked, sent to the e-mail address(es) set forth below.

if to the Company, to:

Forge Nano, Inc.

12300 Grant St. #100

Thornton, CO 80241

Attn: Paul Lichty, CEO

E-mail: [*****]

if to the Participant, to the address, facsimile number or e-mail address that the Participant most recently provided to the Company, or to such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto.

(h)           Severability. The invalidity or unenforceability of any provision of this Award Agreement shall not affect the validity or enforceability of any other provision of this Award Agreement, and each other provision of this Award Agreement shall be severable and enforceable to the extent permitted by law.

(i)            Successors. The terms of this Award Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(j)            Entire Agreement. The Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the PSU terms), and hereby accepts the grant of PSUs and agrees to be bound by its contractual terms as set forth herein (including Exhibit B) and in the Plan. The Participant acknowledges and agrees that the grant of the PSUs constitutes additional consideration to the Participant for the Participant’s continued and future compliance with any restrictive covenants in favor of the Company by which the Participant is otherwise bound. The Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any questions relating to the PSUs. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Award Agreement, the Plan terms and provisions shall prevail. This Award Agreement, including the Grant Notice, Exhibit A and Exhibit B and the Plan, constitutes the entire agreement between the Participant and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter; provided that nothing herein shall supersede, limit or otherwise affect any other non-competition, non-solicitation, non-disparagement, non-disclosure or other similar agreement to which the Participant may be a party or any applicable service agreement, each of which shall remain in full force and effect in accordance with its terms.

(k)           Governing Law. Except as otherwise set forth in an applicable employment agreement, this Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

(l)            Dispute Resolution; Consent to Jurisdiction. Except as otherwise set forth in an applicable employment agreement, the Participant and the Company agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Award Agreement (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the United States federal or state courts in Wilmington, Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

(m)          Electronic Signature and Delivery. This Award Agreement may be accepted by return signature or by electronic confirmation. By accepting this Award Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information shall be delivered in hard copy to the Participant).

(n)          Electronic Participation in Plan. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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Exhibit A

VESTING TERMS AND CONDITIONS

Reference is made to that certain Agreement and Plan of Merger by and among (i) Archimedes Tech SPAC Partners II Co., (ii) ATII Holdings Inc., (iii) ATII Merger Sub Inc., (iv) ATII Merger Sub II LLC and (v) Forge Nano, Inc., dated as of April 20, 2026 (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

(a)            General. All PSUs granted hereby shall initially be unvested. The PSUs shall vest in accordance with the terms of this Exhibit A upon the satisfaction of the applicable performance vesting conditions set forth in paragraph (b) below (each such vesting event, a “Vesting Event”) and, in the case of the Service-Conditioned PSUs only, subject to the Participant’s continuous Service through each such Vesting Event.

(b)           Performance Vesting Conditions. The performance vesting conditions applicable to the PSUs are as follows:

Notwithstanding anything herein to the contrary, any PSUs (whether Performance-Only PSUs or Service-Conditioned PSUs) that have not vested on or prior to the date that is sixty (60) months after the Closing Date shall be automatically forfeited and canceled as of such date for no consideration, and the Participant shall have no further rights with respect thereto.

(c)           Allocation. The PSUs that vest upon each Vesting Event shall be allocated between the Performance-Only PSUs and the Service-Conditioned PSUs pro rata, based on the respective number of Performance-Only PSUs and Service-Conditioned PSUs set forth on the Grant Notice; provided that any Service-Conditioned PSUs that have been canceled pursuant to Section 3 of the Award Agreement shall not vest, and provided further that the number of PSUs vesting upon each Vesting Event shall be rounded down to the nearest whole PSU.

Exhibit B

Restrictive Covenants

This Exhibit B is attached to and forms part of the Performance-Based Restricted Stock Unit Award Agreement between the Company and the Participant (the “Award Agreement”). The Participant acknowledges and agrees that during the Participant’s Service with the Company, the Participant will be providing services to the Company and that the Participant will be intimately involved in the planning for or direction of the business of the Company, and that the Participant has or will obtain selective or specialized skills, knowledge, abilities, or customer contacts or information by reason of working for the Company and providing services to the Company.

1.            Noncompetition. During the Participant’s Service and for a period of twelve (12) months thereafter, the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”), engage, within the Territory (as defined below), as an officer, director, owner, partner, member, joint venturer, employee, team member, independent contractor, agent or consultant in the same, similar or related capacity as the Participant was providing Services to the Company, in any business engaged in the Business of the Company (as defined below); provided, however, that the Participant shall not be prohibited from passively owning less than five percent (5%) of the outstanding shares of any class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “34 Act”).

(a)            The “Territory” shall be defined as the United States of America and any other territory where the Participant is working at the time of termination of Service with the Company or the Company is doing business; which the Participant acknowledges and agrees is the territory in which the Participant is providing Services to the Company.

(b)            The “Business of the Company” means (A) any business or activity engaged in by the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during the Participant’s Service, and (B) any other business opportunity that is under active consideration by the Company during the Participant’s Service with the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during the Participant’s Service with the Company.

2.            Non-solicitation. In addition, during the Participant’s Service and for a period of twelve (12) months thereafter, the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other Person:

(a)            solicit or attempt to solicit any employee of the Company or any of its Affiliates (or any employee who was employed by the Company or any of its Affiliates within the six (6) months prior to the Participant’s termination of Service), with whom the Participant had business relations or material contact, to end his or her relationship with the Company or any of its Affiliates or hire or attempt to hire any of the foregoing; or

(b)            seek to induce or otherwise cause any customer, client, supplier, vendor, licensee, licensor or any other Person with whom the Company or any of its Affiliates has, or during the six (6) months prior to the Participant’s termination of Service had, a business relationship, whether by contract or otherwise, and with whom the Participant had business relations or material contact or about whom the Participant has Confidential Information (as defined below) or Trade Secrets (as defined below), to discontinue or alter such business relationship in a manner that is adverse to the Company or any of its Affiliates.

3.            Blue Pencil. The restrictive covenants set forth herein are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of the restrictive covenants set forth herein relating to the time period, scope, or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum time period, scope or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable, then the restrictive covenants set forth herein shall automatically be considered to have been amended and revised to reflect such determination.

4.            Severability. All of the covenants set forth herein shall be construed as an agreement independent of any other provisions in this Exhibit B, and the existence of any claim or cause of action the Participant may have against the Company, whether predicated on this Exhibit B or otherwise, shall not constitute a defense to the enforcement by the Company or any of its Affiliates of such covenants.

5.            Participant Acknowledgments. The Participant has carefully read and considered the provisions of the restrictive covenants set forth herein and, having done so, agrees that the restrictive covenants set forth herein impose a fair and reasonable restraint on the Participant and are reasonably required to protect the interests of the Company and its Affiliates and their respective officers, directors, employees and equityholders.

6.            Trade Secrets and Confidential Information.

(a)            “Confidential Information” means all non-public or proprietary data or information (other than Trade Secrets) concerning the business and operations of the Company or any of its Affiliates, including, but not limited to, any non-public information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs, designs and processes; equityholder information; pricing, cost, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods; contracts and bids; business ideas; and methods, inventions, innovations, developments, graphic designs, web site designs, patterns, specifications, procedures, databases and personnel. “Trade Secret” means trade secret as defined by applicable state law. In the absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) 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 derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(b)            The Participant acknowledges that in the course of the Participant’s Service, the Participant has received or will receive and has had or will have access to Confidential Information and Trade Secrets of the Company or any of its Affiliates, and that unauthorized or improper use or disclosure by the Participant of such Confidential Information or Trade Secrets will cause serious and irreparable harm to the Company or any of its Affiliates. Accordingly, the Participant is willing to enter into the covenants contained herein in order to provide the Company and its Affiliates with what the Participant considers to be reasonable protection for its interests.

(c)            The Participant hereby agrees to (i) hold in confidence all Confidential Information of the Company or any of its Affiliates that comes into the Participant’s knowledge during the Participant’s Service and (ii) not disclose, publish or make use of such Confidential Information, other than in the good-faith performance of the Participant’s duties, without the prior written consent of the Company for as long as the information remains Confidential Information.

(d)            The Participant hereby agrees to hold in confidence all Trade Secrets of the Company or any of its Affiliates that come into the Participant’s knowledge during the Participant’s Service and not to disclose, publish, or make use of at any time after the date hereof such Trade Secrets without the prior written consent of the Company for as long as the information remains a Trade Secret.

(e)            Notwithstanding the foregoing, the provisions of this Section 6 will not apply to (i) Confidential Information or Trade Secrets that otherwise become generally known in the industry or to the public through no act of the Participant or any person or entity acting by or on the Participant’s behalf or information which the Participant can demonstrate was rightfully in the Participant’s possession prior to the commencement of the Participant’s Service or (ii) disclosures of information required by judicial or governmental proceedings; provided that, in the event the Participant is ordered by a court or governmental authority to disclose any Confidential Information, the Participant shall (1) promptly notify the Company of such order, (2) diligently contest such order at the sole expense of the Company as expenses occur and (3) seek to obtain at the sole expense of the Company such confidential treatment as may be available under applicable laws for any information disclosed under such order.

(f)            Notwithstanding anything to the contrary contained herein, none of the covenants set forth herein will prohibit the Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or require modification or prior approval by the Company of any such reporting.

(g)           Notwithstanding anything to the contrary contained herein, pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Participant also understands that if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the Trade Secret to the Participant’s attorney and use the Trade Secret information in the court proceeding, if the Participant (i) files any document containing the Trade Secret under seal, and (ii) does not disclose the Trade Secret, except pursuant to court order.

7.             Work Product and Inventions.

(a)            The Participant acknowledges that the Participant’s work on and contributions to documents, programs, methodologies, protocols, and other expressions in any tangible medium (including, without limitation, all business ideas and methods, inventions, innovations, developments, graphic designs, web site designs, patterns, specifications, procedures or processes, market research, databases, works of authorship, products and other works of creative authorship) which have been or will be prepared by the Participant, or to which the Participant has contributed or will contribute, in connection with the Participant’s Services (collectively, “Works”), are and will be within the scope of the Participant’s Service and part of the Participant’s duties and responsibilities. The Participant’s work on and contributions to the Works will be rendered and made by the Participant for, at the instigation of, and under the overall direction of the Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term is used in the United States Copyright Laws. However, to the extent that any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a “work made for hire”, the Participant hereby assigns, grants, and delivers exclusively and throughout the world to the Company all rights, titles and interests in and to any such Works, and all copies and versions, including all copyrights and renewals. The Participant agrees to cooperate with the Company and to execute and deliver to the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing, evidencing, and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature, including all copyrights, in and to the Works, and the Participant constitutes and appoints the Company as the Participant’s agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver, this power and agency being coupled with an interest and being irrevocable. Without limiting the preceding provisions of this Section 7(a), the Participant agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its sole discretion, may determine.

(b)            The Participant shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea of the Participant in any way connected with the Participant’s Services or related to the Business of the Company, the research or development of the Company or any of its Affiliates, or demonstrably anticipated research or development (developed alone or with others), conceived or made during the Participant’s Services or within three (3) months thereafter and hereby assigns to the Company any such invention or idea. The Participant agrees, subject to reimbursement of actual out of pocket expenses related thereto and at the Company’s sole liability and expense, to cooperate with the Company and sign all papers reasonably deemed necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints the Company as the Participant’s agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification that this assignment does not apply to an invention for which no equipment, supplies, facility or Trade Secret information of the Company or any of its Affiliates was used and which was conceived and developed entirely on the Participant’s own time, unless (i) the invention relates (A) directly to the Business of the Company, or (B) to actual or demonstrably anticipated research or development of the Company or any of its Affiliates, or (ii) the invention results from any work performed by the Participant for the Company or any of its Affiliates.

8.             Nondisparagement. During the Participant’s Service and thereafter, the Participant shall not, directly or indirectly, take any action, or encourage others to take any action, to disparage or criticize the Company or any of its Affiliates or their respective employees, officers, directors, managers, products, services, customers or owners. The foregoing shall not be violated by the Participant’s truthful responses to legal process or inquiry by a governmental authority.

9.             Return of Company Property. At the request of the Company (or, without any request, upon termination of the Participant’s Service with the Company), the Participant will immediately deliver to the Company, at the Participant’s cost and expense, (i) all Company property that is then in the Participant’s possession, custody or control, including, without limitation, all keys, access cards, cell phones, tablets, computer hardware including but not limited to any hard drives, external storage devices, diskettes, fobs, laptops, tablets, computers and personal data assistants (and the contents thereof), internet connectivity devices, computer software and programs, data, materials, papers, books, files, documents, records; (ii) any and all documents or other items containing, summarizing, or describing any Confidential Information, including all originals and copies in whatever form; (iii) any personal device that the Participant synced with or used to access any Company system for purpose of inspection and copying; and (iv) a list of passwords or codes needed to operate or access any of the items referenced in this Section 9.

10.            Equitable Remedy. Because of the difficulty of measuring economic losses to the Company or any of its Affiliates as a result of a breach of the covenants set forth herein, and because of the immediate and irreparable damage that would be caused to the Company and its Affiliates for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to the Company or any of its Affiliates, at law or in equity, the Company shall be entitled to specific performance and any injunctive or other equitable relief as a remedy for any breach or threatened breach by the Participant of any provision set forth herein. The Company and each of its Affiliates may seek temporary and/or permanent injunctive relief for an alleged violation of the covenants set forth herein without the necessity of posting a bond.

11.            Restrictive Covenant Modifications for U.S. Participants. This Section 11 includes jurisdiction-specific modifications of this Exhibit B to the extent that the Participant’s primary location is in one of the applicable U.S. jurisdictions and requires the application of the law of such jurisdiction. For purposes of the preceding sentence, “primary location” means (a) the state in which the Participant both primarily resides and works, if such state requires that the individual both primarily reside and work in such state for this Exhibit B to be governed by such state’s laws, or (b) the state in which the Participant either primarily resides or works, if such state requires that the individual either primarily reside or work in such state for this Exhibit B to be governed by such state’s laws. The modifications in this Section 11 should be read together with the rest of this Exhibit B.

CALIFORNIA

The Participant acknowledges and agrees that entering into this Exhibit B is not a condition of the Participant’s Service with the Company, and that the Participant is not required to enter into this Exhibit B as a condition of the Participant’s Service with the Company or any of its Affiliates. Should California law be deemed to apply to this Exhibit B, the following shall apply:

(a)            Section 1 of this Exhibit B is deleted in its entirety and replaced with the following:

“Noncompetition and Non-solicitation. The Participant agrees that the Company’s and/or its Affiliates’ customer and potential customer list, the identity of clients and their family members, client contact information, personal and/or financial information pertaining to the clients, referral sources, business plans, identifying and developing trade secrets, customer and client relationships and supplier relationships (the ‘trade secret information’) are confidential, subject to efforts by the Company to maintain their secrecy, require extensive time and effort to identify and develop, and derive independent economic value from not being generally known to or readily ascertainable by proper means by others who can obtain economic value from their disclosure or use, and therefore constitute the Company’s trade secret information. Therefore, during the Participant’s Service and for a period of twelve (12) months thereafter (the ‘Restricted Period’), the Participant shall not use the Company’s trade secret information for any purpose that is adverse to, or otherwise falls outside of the best interests of, the Company, including, without limitation, that the Participant shall not use the trade secret information for any of the following purposes:

(i)            engaging in any Competitive Business (as defined herein) or owning, managing, operating or controlling, joining, consulting with, or participating in the ownership, management, operation or control of, or being employed by, or acting as a consultant or advisor to, any corporation, partnership, person, firm, or other entity that engages in Competitive Business if such conduct (x) in any manner involves activities similar to those performed by the Participant during the Participant’s Service or (y) could result in the Participant’s direct or indirect, whether intentional or unintentional, use, disclosure, or reliance upon Confidential Information to which the Participant had access by virtue of the Participant’s job duties or other responsibilities with the Company or its Affiliates or exploitation of goodwill accessed, developed, or cultivated by the Participant in the course of the Participant’s Service, in each case, within fifty (50) miles of any office of the Company or any of its Affiliates, including any home office; provided that the Participant may (A) own, directly or indirectly, solely as an investment, securities of a publicly-traded entity if the Participant does not directly or indirectly manage, operate or control such entity and does not own five percent (5%) or more of any class of securities of such entity and (B) own passive investments in public companies or private equity vehicles, hedge fund vehicles, mutual fund vehicles and other similar investment vehicles;

(ii)            soliciting any customers or potential customers of the Company or its Affiliates that the Participant serviced or supervised the service of on behalf of the Company or its Affiliates during the Participant’s Service, for the purpose of terminating, diverting, or diminishing such customers’ business, services, or relationship with or from the Company or its Affiliates, except in good faith on behalf of the Company during the Participant’s Service; or

(iii)            in any manner inducing, attempting to induce, or assisting others to induce any vendor, client, employee, or any other person or entity having a business or employment relationship with the Company or any of its Affiliates to terminate such relationship, or doing anything to interfere with the relationship of the Company or any of its Affiliates with such person or entity, except in good faith on behalf of the Company during the Participant’s Service; provided, however, that the placement of general advertisements or making of general solicitations shall not be a violation of this Section 1, and the Participant’s providing a reference upon request shall not alone constitute a breach of the foregoing restrictions. For purposes of this Exhibit B, ‘Competitive Business’ shall mean any business engaged in the development, manufacture, production, sale, distribution, licensing or other disposition of products or services which are competitive with the products or services developed or under development by, manufactured, produced, sold, licensed or otherwise distributed or provided by the Company or any of its Affiliates.”

(b)            Section 2 of this Exhibit B is deleted in its entirety and replaced with the following: “[Intentionally Omitted].”

(c)            Section 3 of this Exhibit B is deleted in its entirety and replaced with the following: “In the event that any provision of this Exhibit B shall be held to be invalid or unenforceable for any reason whatsoever, in whole or in part, it is agreed that such invalidity or unenforceability shall not affect any other provision of this Exhibit B and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect, and any court of competent jurisdiction may so modify the objectionable provision so as to make it valid, reasonable, and enforceable. Furthermore, the parties specifically acknowledge that the trade secret protection covenant, the nondisparagement covenant, the covenant not to disclose Confidential Information, and the covenant to return Confidential Information contained in this Exhibit B are each separate and independent agreements.”

COLORADO

If at the time of termination of the Participant’s Service (i) the Participant primarily resides and works in Colorado and (ii) C.R.S. Section 8-2-113 (the “Colorado Act”) or an equivalent law is enforceable, all references to “Delaware” in Section 8(k) of the Award Agreement shall be replaced by “Colorado,” as applicable. The Participant agrees that before being asked to sign the Award Agreement, the Company provided the Participant with at least fourteen (14) calendar days (or, if the Participant is a new hire, at least one (1) calendar day prior to commencing employment) to review the Award Agreement, as reflected in the accompanying form entitled Colorado Mandatory Notice of Non-Compete. If the Participant is a new hire to the Company, the Participant acknowledges that the Participant received notice of the non-competition and customer non-solicitation covenants in this Exhibit B and their terms in a separate document before the Participant accepted the Participant’s offer of employment. If the Participant is a current employee at the time the Participant enters into this Exhibit B, the Participant acknowledges that the Participant received notice of the non-competition and customer non-solicitation covenants in this Exhibit B and their terms in a separate document at least fourteen (14) days before the earlier of the effective date of this Exhibit B or the effective date of any additional compensation or change in the terms or conditions of the Participant’s employment that provides consideration for the customer non-solicitation covenants.

The Participant understands that this Exhibit B contains non-competition and non-solicitation obligations that may restrict the Participant’s future employment options and that following the termination of Service (i) the non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant if the Participant does not earn at least the statutory minimum compensation set by Colorado statute (e.g., between January 1, 2026 and December 31, 2026, the statutory threshold is $130,014 per year), and (ii) the non-solicitation obligations in Section 2 of this Exhibit B do not apply to the Participant if the Participant does not earn at least sixty percent (60%) of the statutory minimum compensation (e.g., between January 1, 2026 and December 31, 2026, sixty percent (60%) of the statutory threshold is $78,008.40 per year).

The Participant acknowledges and understands that, to the extent that the provisions of Sections 6 or 8 of this Exhibit B could be deemed to limit the ability of the Participant to disclose or discuss, either orally or in writing, any alleged discriminatory or unfair employment practice (such provisions, to such extent, the “Non-Disclosure Provisions”), the Non-Disclosure Provisions apply equally to the Participant and the Company. Nothing contained in the Non-Disclosure Provisions restrains the Participant from disclosing the underlying facts of any alleged discriminatory or unfair employment practice (including disclosing the existence and terms of a settlement agreement): (i) to the Participant’s immediate family members, religious advisor, medical or mental health provider, mental or behavioral health therapeutic support group, legal counsel, financial advisor, or tax preparer; (ii) to any local, state or federal government agency for any reason, without first notifying the Company; (iii) in response to legal process, such as a subpoena to testify at a deposition or in a court, without first notifying the Company; and/or (iv) for all other purposes as required by law. The Participant and the Company each acknowledge and agree that any disclosure made pursuant to the Non-Disclosure Provisions does not constitute disparagement of the Participant or of the Company. The Participant understands that if any member of the Company disparages the Participant to a third party, no member of the Company may seek to enforce the Non-Disclosure Provisions or Section 8 of this Exhibit B, or seek damages against the Participant for violating such provisions, but all other remaining terms of the Award Agreement remain enforceable.

The Participant acknowledges that during the Participant’s Service the Participant will have access to and knowledge of Confidential Information and such Confidential Information contains trade secrets pursuant to the Colorado Act. The Participant further agrees that Sections 1 and 2 of this Exhibit B shall be interpreted to prohibit the use or disclosure of or reliance on the Company’s trade secrets in the Participant’s possession and/or activity that would (by its nature) involve or lead to the use or disclosure of or reliance on the Company’s trade secrets. The Participant also understands that any customer or potential customer will be limited to those with respect to which the Participant developed, contributed to, or was provided trade secrets in the course of employment with the Company. Accordingly, the non-competition and customer non-solicitation covenants in Sections 1 and 2 of this Exhibit B are each reasonable and necessary for the protection of the Company’s trade secrets. The Participant understands that nothing in the Award Agreement will require the Participant to adjudicate outside of Colorado the enforceability of a covenant not to compete or customer non-solicitation under this Exhibit B or require that the law of any state other than Colorado governs the enforceability of a covenant not to compete or customer non-solicitation covenants provided for in this Exhibit B. The Award Agreement does not prohibit disclosure of information that arises from general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that the Participant would otherwise have a right to disclose as legally protected conduct. Nothing in the Award Agreement limits or prevents the Participant from disclosing information about workplace health and safety practices or hazards, or limits the Participant’s ability or the ability of another employee or prospective employee to disclose or discuss, either orally or in writing, any alleged discriminatory or unfair employment practice.

DISTRICT OF COLUMBIA

The Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with at least fourteen (14) calendar days to review this Exhibit B. The District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020, as amended by the Non-Compete Clarification Amendment Act of 2022 (collectively, the “DC Non-Compete Act”), limits the use of non-compete agreements. It allows employers to request non-compete agreements from “highly compensated employees” (as that term is defined in the DC Non-Compete Act) under certain conditions. If the Participant is a “highly compensated employee,” the following notice is being provided pursuant to the DC Non-Compete Act: The DC Non-Compete Act limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the DC Non-Compete Act, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the DC Non-Compete Act, contact the District of Columbia Department of Employment Services (DOES). If the Participant earns at least the statutory minimum compensation set by District of Columbia statute (e.g., between January 1, 2026 and December 31, 2026, the statutory threshold is $162,164 per year for most employees), then the Company has determined that the Participant is a “highly compensated employee.” If the Participant does not earn the statutory minimum compensation set by District of Columbia statute, then the non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service.

FLORIDA

To the extent the Participant resides in Florida and is reasonably expected to earn a salary greater than twice the annual mean wage of the county in Florida in which the employer has its principal place of business, or the county in Florida in which the Participant resides if the employer’s principal place of business is not in Florida, the following shall apply: (a) the Participant acknowledges that the Company provided the Participant with this Exhibit B either (i) if the Participant was a prospective service provider of the Company or its Affiliates at the time of receipt of this Exhibit B, at least seven (7) days before the Participant’s offer to join the Company or its Affiliates expired or (ii) if the Participant was a current service provider of the Company or its Affiliates at the time of receipt of this Exhibit B, at least seven (7) days before the date that the offer to enter into this Exhibit B expired; (b) the Participant acknowledges that the Company hereby advises the Participant of the Participant’s right to seek counsel before executing this Exhibit B; (c) as further described in Section 6 of this Exhibit B, the Participant acknowledges that the Participant is expected to receive Confidential Information and/or customer relationships, in each case, in respect of the Company and its Affiliates; and (d) all references to “Delaware” in Section 8(k) of the Award Agreement shall be replaced by “Florida.”

GEORGIA

The Participant acknowledges that the Participant, in the course of the Participant’s Service with the Company or its Affiliates, (1) customarily and regularly solicits customers or prospective customers; (2) customarily and regularly engages in making sales or obtaining orders or contracts for products or services; (3) (a) has a primary duty of managing the enterprise in which the Participant is employed or of a customarily recognized department or subdivision thereof, (b) customarily and regularly directs the work of two or more other employees, and (c) has the authority to hire or fire other employees or has particular weight given to suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees; and/or (4) performs the duties of a key employee or of a professional.

IDAHO

The Participant acknowledges and understands that following the termination of Service, the non-competition obligations in Section 1 and the non-solicitation obligations in Section 2 of this Exhibit B only apply to the Participant if the Participant is determined to be a “key employee” in accordance with Idaho statute § 44-2702.

ILLINOIS

The Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with at least fourteen (14) calendar days to review the restrictive covenants set forth in this Exhibit B and agrees that, by executing this Exhibit B before the expiration of the fourteen (14) day period, the Participant is waiving the Participant’s right to wait the full fourteen (14) days. The Company also hereby advises the Participant to consult with an attorney before entering into this Exhibit B. The Participant understands that following termination of the Participant’s Service, (i) the non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant if the Participant does not earn more than the statutory minimum compensation set by Illinois statute, which is $75,000 per year prior to January 1, 2027 (or $80,000 per year beginning on January 1, 2027, $85,000 per year beginning on January 1, 2032, and $90,000 per year beginning on January 1, 2037) and (ii) the non-solicitation and non-interference obligations in Section 2 of this Exhibit B do not apply to the Participant if the Participant does not earn more than the statutory minimum compensation set by Illinois statute, which is $45,000 per year prior to January 1, 2027 (or $47,500 per year beginning on January 1, 2027, $50,000 per year beginning on January 1, 2032, and $52,500 per year beginning on January 1, 2037).

MAINE

If the Participant is a new hire, the Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with at least three (3) business days to review this Exhibit B. The Participant understands that this Exhibit B contains non-competition and non-solicitation obligations and that the non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the date of termination of the Participant’s Service if the Participant does not earn the statutory minimum compensation set by Maine statute (e.g., between January 1 and December 31 of the applicable year, 400% of the federal poverty level for an individual per year). The non-competition provisions set forth in Section 1 of this Exhibit B will not take effect until after one (1) year of the Participant’s Service with the Company or a period of six (6) months from the date this Exhibit B is signed, whichever is later.

MARYLAND

The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service if the Participant does not earn more than the statutory minimum compensation set by Maryland statute (e.g., as of January 1, 2026, the statutory threshold is $46,800 per year or $22.50 per hour).

MASSACHUSETTS

The Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with at least ten (10) business days (or, if the Participant is a new hire, prior to commencing employment or, if earlier, prior to the Company making a formal offer of employment) to review this Exhibit B. The Company also hereby advises the Participant to consult with an attorney to review this Exhibit B before entering into this Exhibit B. The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service if (i) the Participant does not earn the statutory minimum compensation set by Massachusetts statute (e.g., as of January 1, 2026, the statutory threshold is $684 per week) or (ii) the Participant’s Service is terminated without “cause” by the Company (unless, at the time of such termination, the Participant enters into a separation agreement with the Company that includes such non-competition obligations).

MINNESOTA

The non-competition provision in Section 1 of this Exhibit B does not apply to the Participant following the termination of Service, and the equitable remedies set forth in Section 10 of this Exhibit B shall not apply to the rights or obligations set forth in Section 1 of this Exhibit B.

NEW HAMPSHIRE

If the Participant is a new hire, the Participant agrees that before being asked to sign this Agreement, the Company provided the Participant with at least one (1) business day to review the Restrictive Covenants prior to acceptance of employment.

The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of service if the Participant did not earn more than the statutory minimum compensation set by New Hampshire statute.

NEVADA

The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service if the Participant is paid solely on an hourly wage basis. If the Participant’s Service is terminated because of a reduction in force, a reorganization, or a similar restructuring, the non-competition obligations in Section 1 of this Exhibit B will only apply to the Participant following such termination while the Company continues paying the Participant’s salary, benefits, or equivalent compensation, including, without limitation, severance pay.

OKLAHOMA

The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service.

OREGON

The Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with at least fourteen (14) calendar days to review this Exhibit B. The Company also hereby advises the Participant to consult with an attorney to review this Exhibit B before entering into this Exhibit B. The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service if the Participant does not earn the statutory minimum compensation set by Oregon statute (e.g., between January 1, 2026 and December 31, 2026, the statutory threshold is $119,541 per year), unless the Company pays severance to the Participant upon termination in an amount equal to the greater of fifty percent (50%) of (i) the Participant’s annual base salary and (ii) the statutory minimum compensation set by Oregon statute.

TEXAS

The Company and the Participant each acknowledge that the covenants set forth in this Exhibit B (i) are part of the Award Agreement, the Award Agreement being valid and enforceable; (ii) are reasonable with respect to duration, geographic area and scope of activity; and (iii) do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company. All references to “Delaware” in Section 8(k) of the Award Agreement shall be replaced by “Texas.”

VIRGINIA

The Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with a copy of Virginia Code 40.1-28.7:8. The Participant understands that the non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service if the Participant (A) is entitled to overtime compensation under the Fair Labor Standards Act (29 U.S.C. § 207) for any hours worked in excess of 40 hours in any one workweek, regardless of earnings, or (B) does not earn at least the statutory minimum compensation set by Virginia statute (e.g., between January 1, 2026 and December 31, 2026, the statutory threshold is $78,364.52 per year or $1,507.01 per week). Solely in the event this Exhibit B is entered into, amended, or renewed on or after July 1, 2026, the Participant agrees that the non-competition obligations in Section 1 of this Exhibit B shall not apply if the Participant’s Service is terminated without “cause” by the Company (unless, at the time of such termination, the Participant enters into a separation agreement with the Company that includes such non-competition obligations in exchange for severance benefits or other monetary payment to the Participant).

WASHINGTON

If the Participant’s primary location is in the State of Washington at the time this Exhibit B is entered into, all references to “Delaware” in Section 8(k) of the Award Agreement shall be replaced by “Washington,” as applicable. The Participant agrees that before being asked to sign this Exhibit B, the Company provided the Participant with at least one (1) calendar day to review this Exhibit B. The non-competition obligations in Section 1 of this Exhibit B do not apply to the Participant following the termination of Service if the Participant does not earn more than the statutory minimum compensation set by Washington statute (e.g., between January 1, 2026 and December 31, 2026, the statutory threshold is $126,858.83 per year). The Participant acknowledges and understands that if the Participant’s Service is terminated by the Company as the result of a layoff, the non-competition obligations in Section 1 of this Exhibit B shall not apply to the Participant following such termination unless the Participant is provided with compensation equivalent to the Participant’s base salary at the time of termination for the period of enforcement (minus compensation earned through subsequent employment during the period of enforcement). The Participant further acknowledges and understands that, effective June 30, 2027, Sections 1 and 2 of this Exhibit B shall be replaced with the following: “1. The Participant agrees that the Company’s and/or its Affiliates’ trade secret information (as described in clause (a) of the California provision of Section 11 of this Exhibit B) constitutes trade secret information of the Company and its Affiliates. Therefore, during the Participant’s Service and for a period of twelve (12) months thereafter (the ‘Restricted Period’), the Participant shall not use the Company’s trade secret information for any purpose that is adverse to, or otherwise falls outside of the best interests of, the Company, including, without limitation, for the purposes of engaging in any Competitive Business (as defined in such California provision), in each case, on the terms, subject to the conditions and exceptions, and within the geographic scope set forth in clause (i) of such California provision. 2. During the Restricted Period, regardless of the reason for the Participant’s termination of Service, the Participant shall not, directly or indirectly, on the Participant’s own behalf or on behalf of a third party, solicit any customers or potential customers of the Company or its Affiliates that the Participant established or substantially developed a direct relationship with through the Participant’s Service, for the purpose of terminating, diverting, or diminishing such customers’ business, services, or relationship with or from the Company or its Affiliates, except in good faith on behalf of the Company during the Participant’s Service.”