Unless otherwise defined herein, the terms defined in the nLIGHT, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (performance-based) (“PRSU Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Award Agreement”).

The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Grant Number            

Date of Grant            

Performance Period        Grant Date through 6th Anniversary of Grant Date

Number of
Restricted Stock Units            

Earliest Vesting Date    January 3, 2028        

Performance Matrix

The number of Restricted Stock Units in which Participant may vest in accordance with the Vesting Schedule below will depend upon achievement of performance metrics set forth in and in accordance with the Performance Matrix, attached hereto as Exhibit B, as determined by the Administrator. Any Restricted Stock Units that are earned based on achievement of the performance metrics set forth in the attached Performance Matrix shall be referred to herein as “Earned Units” and be eligible for vesting in accordance with the “Vesting Schedule” below.

Vesting Schedule

Subject to any acceleration provisions contained in the Plan, in the Performance Matrix attached hereto, in any employment, change in control, separation or similar agreement by and between the Company and Participant (the terms of which are incorporated by reference herein), or in a Company policy applicable to Participant, any Earned Unit will vest on the applicable Vesting Date.

Vesting Date

With respect to any Tranche that satisfies the Performance Requirement, (i) 50% of such Tranche will satisfy the Service Requirement and therefore vest on the later to occur of (x) January 3, 2028, and (y) the date that the Performance Requirement for such Tranche is certified as satisfied; and (ii) 50% of that Tranche will satisfy the Service Requirement and therefore vest on the later to occur of (x) January 3, 2029, and (y) the date that the Performance Requirement for such Tranche is certified as satisfied (each such vesting date, a “Vesting Date”).

By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A and the Performance Matrix, attached hereto as Exhibit B, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT:        NLIGHT, INC.

                    

Signature        Signature

                    

Print Name        Print Name

                    

            Title

Address:

1.Grant of Restricted Stock Units. The Company hereby grants to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.

2.Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3.Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant continuing to be a Service Provider through each applicable vesting date.

4.Payment after Vesting.

(a)General Rule. Subject to Section 8, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 4(b), such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

(b)Acceleration.

(i)Discretionary Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Section 4(b) shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence.

(ii)Notwithstanding anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant), if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death.

(c)Section 409A. It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Company reimburse Participant, or be otherwise responsible for, any taxes or costs that may be imposed on Participant as a result of Section 409A. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

5.Forfeiture Upon Termination as a Service Provider. Unless specifically provided otherwise in this Award Agreement or any employment, change in control, separation or similar agreement by and between the Company and Participant, or a Company policy applicable to Participant, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

6.Tax Consequences. Participant has reviewed with his or her own tax advisors the U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

7.Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8.Tax Obligations

(a)Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”) or Parent or Subsidiary to which Participant is providing services (together, the Company, Employer and/or Parent or Subsidiary to which the Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) all federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, (ii) the Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares, and (iii) any other Company (or Service Recipient) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (A) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or other distributions, and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares.

(b)Tax Withholding. When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Administrator in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 8(ii) and, until determined otherwise by the Administrator, this will be the method by which such tax withholding obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

9.Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

10.No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION, UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.

11.Grant is Not Transferable. Except to the limited extent provided in Section 7, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

12.Nature of Grant. In accepting the grant, Participant acknowledges, understands, and agrees that:

(a)the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;

(b)all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;

(c)Participant is voluntarily participating in the Plan;

(d)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;

(e)the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted;

(g)for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law);

(h)unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(i)the following provisions apply only if Participant is providing services outside the United States:

(i)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose;

(ii)Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and

(iii)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

13.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

14.Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, or other Service Recipient the Company and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

15.Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at nLIGHT, Inc. 4637 NW 18th Avenue, Camas, WA 98607 or at such other address as the Company may hereafter designate in writing.

16.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

18.Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of the Company.

19.Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company shall not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience.

20.Language. If Participant has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

21.Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Award Agreement.

22.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

23.Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read, and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

24.Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

25.Governing Law; Venue; Severability. This Award Agreement and the Restricted Stock Units are governed by the internal substantive laws, but not the choice of law rules, of Washington. For purposes of litigating any dispute that arises under these Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of Clark County, Washington, or the federal courts for the United States for the Western District of Washington and no other courts, where this Award Agreement is made and/or to be performed. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

26.Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the appendices and exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

27.Country Addendum. Notwithstanding any provisions in this Award Agreement, the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in the appendix (if any) to this Award Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of this Award Agreement.

28.Clawback. By accepting this Award, Participant agrees that this Award of Restricted Stock Units (including any proceeds, gains or other economic benefit received by Participant from a subsequent sale of Shares acquired through the Award) will be subject to the provision of Section 22 of the Plan with respect to forfeiture or clawback.

The following terms shall apply to the Award of Restricted Stock Units granted to the Participant identified in the Notice of Grant to which this Performance Matrix is attached. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or Award Agreement, as applicable. [FOR MR. KEENEY ONLY: In the event of any conflict, whether express or implied, between the terms set forth in that certain Executive Employment Agreement dated August 13, 2025, by and between the Company and Participant and this PRSU Agreement, the Executive Employment Agreement shall control, including but not limited to with respect to the rights to accelerated vesting, the treatment of this Award in connection with a termination as a Service Provider, and the defined terms.]

A.Tranches. This Award is divided into three (3) vesting tranches (each, a “Tranche”), numbered 1 through 3, as set forth in the table below. As described in additional detail below, if (i) the Stock Price Goal (as defined below) applicable to a Tranche is achieved within the Performance Period (the “Performance Requirement”), as certified by the Administrator (which Certification Date will occur in accordance with Section B.3. of this Exhibit B), then the Restricted Stock Units related to such Tranche shall become Earned Units with the resulting Earned Units becoming eligible to vest on the Vesting Date as set forth in Section B below. Earned Units shall be determined separately with respect to each Tranche. No Restricted Stock Unit subject to a Tranche may become an Earned Unit more than one (1) time.

* The Number of Restricted Stock Units subject to each Tranche is subject to adjustment pursuant to Section 14 of the Plan; the Stock Price Goals are subject to adjustment pursuant to Section B.2 of this Exhibit B. The number of shares is rounded down to the nearest whole share for each of Tranche 1 and 2. The remainder will be is carried forward to Tranche 3.

B.Vesting. Subject to any acceleration provisions contained in the Plan, a written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein), or herein, the Award will become eligible to vest in accordance with the following vesting requirements. The vesting of the Award will be subject to (x) the Restricted Stock Units subject to the Award satisfying the Performance Requirement pursuant to Section A of this Exhibit B and (y) Participant’s continued status as a Service Provider through the related Vesting Date, except as otherwise set forth in Section D below (the “Service Requirement”).

1.Performance Condition. For a Tranche to become eligible to vest, the Administrator must certify achievement of a Stock Price that equals or exceeds the Stock Price Goal amount set forth opposite such Tranche in Table 1 above (each, a “Stock Price Goal”) within the Performance Period. Upon certification of achievement of the Performance Condition, all of the Restricted Stock Units corresponding to such Tranche will become Earned Units. For clarity, (i) the Stock Price Goal applicable to a Tranche may be achieved only once during the Performance Period, and (ii) the Stock Price Goal for more than one Tranche may be achieved at the same time (to the extent not previously achieved).

2.Certain Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Award, will adjust the Stock Price Goal(s) set forth in Table 1 above to the extent such Stock Price Goal(s) have not yet been achieved.

3.Certification of Performance. The Administrator periodically will determine and certify in writing (a “Certification”) whether the Company has achieved any of the Stock Price Goals. The date of each such Certification is a “Certification Date.” In addition, the Company, from time to time during the Performance Period, also may make requests that the Administrator complete a Certification. Upon such written request by the Company, the Administrator will complete a Certification within fifteen (15) calendar days of the date of receipt of the request. Once a Stock Price Goal with respect to a Tranche has been certified, the Earned Units subject to such Tranche will vest on the Vesting Date, subject to Participant continuing to be a Service Provider through the Vesting Date (but subject to Section D. below). To the extent a Stock Price Goal for any Tranche has not been achieved on or prior to the last day of the Performance Period, then no later than fifteen (15) calendar days following the last day of the Performance Period (the “Deadline Date”), the Administrator will complete a final Certification to determine whether the Stock Price Goal for any such Tranche was achieved during the Performance Period (the “Final Certification”).

4.Forfeiture. Any Restricted Stock Units that have not become Earned Units as of the Deadline Date, or if earlier, the Final Certification, will be forfeited automatically as of that date, and Participant’s right to acquire any Shares with respect thereto will terminate immediately. In addition, except as otherwise set forth in Section D below or in a written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein), if Participant ceases to be a Service Provider for any or no reason prior to all Restricted Stock Units subject to this Award vesting, any then-unvested Restricted Stock Units will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

C.Change in Control. In the event of the first Change in Control that occurs during the Performance Period (disregarding the shortening of the Performance Period described below), the following terms of this Section C will apply.

1.CIC Certification.

(a)Shortened Performance Period. The Performance Period will be shortened to end (contingent upon the closing of the Change in Control) on a date that occurs within the ten (10) day period prior to the expected date of completion of the Change in Control, with such end date and expected date determined by the Administrator, in its sole discretion (such shortened Performance Period, the “Shortened Performance Period”). If the anticipated Change in Control is not consummated, the Performance Period will continue without regard to the Shortened Performance Period.

(b)Final Certification and CIC Certification. The Administrator will complete a Final Certification for such Shortened Performance Period prior to the completion of the Change in Control, but contingent on the closing of the Change in Control. Such Certification will include a determination with respect to whether the Company has achieved any Stock Price Goals based on the CIC Price (the “CIC Certification”).

2.Tranche. Any Restricted Stock Units for a Tranche for which the Company achieves the applicable Stock Price Goal based on the CIC Price (and for which the applicable Stock Price Goal has not already been achieved) will become Earned Units, effective as of immediately prior to the completion of the Change in Control, subject to Participant’s continued status as a Service Provider through the date of the Change in Control, except as provided in Section D below or in a written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein).

3.Except as described in Section C.4. and D below or in a written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein), the occurrence of a Change in Control will not change the service requirements with respect to any Restricted Stock Units that may become Earned Units hereunder and vesting of any such Earned Units will remain subject to Participant’s continued status as a Service Provider through the Vesting Date.

4.Forfeiture Upon CIC. Unless this Award is continued or assumed by the acquiring or successor entity in a Change in Control, any Restricted Stock Units that have not become Earned Units as of immediately prior to the Change in Control will be forfeited immediately as of such time, and will not be eligible for any vesting or payment of any consideration in respect thereof as a result of or in connection with the completion of the Change in Control.

5.Accelerated Vesting. Notwithstanding anything to the contrary in this Exhibit B, if the Award is not assumed or substituted for by the successor or acquiring entity in accordance with the third paragraph of Section 14(c) of the Plan, any Earned Units, including Earned Units determined pursuant to Section C.2. of this Exhibit B, shall vest immediately prior to the completion of the Change in Control. For the avoidance of doubt, this Section C.4 is expressly intended to supersede the treatment described in the second paragraph of Section 14(c) of the Plan.

D.Qualified Termination. Notwithstanding anything to the contrary in this Exhibit B, and except as otherwise provided in a written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein), in the event of Participant’s Qualified Termination during the Performance Period, (i) then-Earned Units will accelerate vesting in full and (ii) if Participant’s status as a Service Provider terminates as a result of such Qualified Termination, then, subject to the expiration of the Performance Period, the Award shall remain outstanding through the earlier of (A) a period of three months following such Qualified Termination, or (B) the occurrence of a Change in Control, in each case subject to the effectiveness of a release of claims in favor of the Company provided by the Company.

E.Certain Definitions.

1.“Cause” has the meaning set forth in the written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein) entered into in connection with the grant of this Award or following the Grant Date, and if no such definition or agreement exists, “Cause” means (i) Participant’s failure to perform Participant’s duties or responsibilities to the Company and its subsidiaries (the “Company Group”) or deliberate violation of a Company Group policy, including but not limited to those relating to insider trading or sexual harassment; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other misconduct; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company Group or any other party to whom Participant owes an obligation of nondisclosure as a result of Participant’s relationship with the Company Group; (iv) Participant’s breach of any of Participant’s obligations under any written agreement or covenant with the Company Group, including the any employment agreement and the Proprietary Information and Inventions Agreement entered into between Participant and the Company; or (v) Participant’s violation of any federal or state law or regulation applicable to the business of the Company Group.

2.“CIC Price” means the amount of cash and the value of any securities or other property paid to the holders of a Share as consideration in a Change in Control, on a per Share basis (and in the case of a Change in Control that is described in Section 2(f)(iii) of the Plan, any additional consideration paid to the Company but not to the holder of Shares, on a per Share basis, had such amounts been paid to the holders of Shares), as determined by the Administrator, in its sole discretion; provided, however, that in the case of a Change in Control described in Section 2(f)(ii), the CIC Price will mean the Stock Price as of the last day of the Performance Period.

3.“Closing Price” means the closing sales price of a Share during regular trading hours on the Primary Exchange on a Trading Day, as reported on the Primary Exchange or such other source as the Administrator determines to be reliable.

4.“Daily Total Dollar Volume” means the product of (a) the Closing Price on a given Trading Day, multiplied by (b) the corresponding Trading Day’s trading volume of the Common Stock, in each case, as reported on the Primary Exchange or such other source as the Administrator determines to be reliable.

5.“Good Reason” has the meaning set forth in the written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein) entered into in connection with the grant of this Award or following the Grant Date, and if no such definition or agreement exists, “Good Reason” means the termination of Participant’s employment with the Company Group by Participant in accordance with the next sentence after the occurrence of one or more of the following events without Participant’s express written consent: (i) a material reduction of Participant’s duties, authorities, or responsibilities relative to Participant’s duties, authorities, or responsibilities in effect immediately prior to the reduction; provided, however, that continued employment following a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group’s business and operations will not constitute “Good Reason” (for example, “Good Reason” does not exist if Participant is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group’s business that Participant had immediately prior to the Change in Control, regardless of whether Participant’s title is revised to reflect Participant’s placement within the overall corporate hierarchy or whether Participant provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a material reduction by a Company Group member in Participant’s annual total target cash compensation; provided, however, that, a reduction of annual total target cash compensation that also applies to substantially all other similarly-situated employees of the Company Group members will not constitute “Good Reason”; (iii) a material change in the geographic location of Participant’s primary work facility or location by more than 50 miles from Participant’s then present location; provided, that a relocation to a location that is within 50 miles from Participant’s then-present primary residence will not be considered a material change in geographic location, or (iv) failure of a successor corporation to assume the obligations under this PRSU Agreement. In order for the termination of Participant’s employment with a Company Group member to be for Good Reason, Participant must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and a cure period of 30 days following the date of written notice (the “Cure Period”), the grounds must not have been cured during that time, and Participant must terminate Participant’s employment within 30 days following the Cure Period.

6.“Primary Exchange” means The Nasdaq Stock Market or such other established securities exchange, national market system, or other trading platform, on which Shares primarily are listed and regularly trade.

7.“Qualified Termination” has the meaning set forth in the written employment or severance rights agreement between the Company and Participant (the terms of which are incorporated by reference herein) entered into in connection with the grant of this Award or following the Grant Date, and if no such definition or agreement exists, “Qualified Termination” means termination of Participant’s employment by the Company (i) other than for Cause, or (ii) due to Participant’s death or Disability, or (iii) by Participant’s resignation for Good Reason.

8.“Stock Price” means the Volume Weighted Average Price for sixty (60) consecutive trailing calendar days as of a given day during the Performance Period, with each such day occurring during the Performance Period.

9.“Trading Day” means a day that both (x) the Primary Exchange is open for trading and (y) Shares are traded on such Primary Exchange during its regular trading hours on such day.

10.“Volume Weighted Average Price” means the quotient of (a) the sum of the Daily Total Dollar Volume for all of the days in a designated period, divided by (b) the sum of the total Share trading volume as reported on the Primary Exchange or such other source as the Administrator determines to be reliable for all of the days in such designated period.

This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between nLIGHT, Inc. (the “Company”), and Scott Keeney (“Executive”).

1.Duties and Scope of Employment.

(a)Positions and Duties. As of the Effective Date, Executive will continue to serve as the Company’s Chief Executive Officer and report to the Board. Executive will render business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned to Executive by the Board.

(b)Obligations. During the period of time in which Executive is employed with the Company (such period, the “Employment Term”), Executive will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to (i) actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration or (ii) serve on other boards of directors, in all cases, without the prior approval of the Board. Notwithstanding the foregoing, Executive may, without additional approval by the Board, engage in religious, charitable or other community activities as long as the services and activities do not materially interfere with Executive’s performance of Executive’s duties as provided in this Agreement and the services and activities do not adversely affect the business, reputation or public stock price of the Company. Executive further agrees to comply with all Company policies, including, for the avoidance of any doubt, any insider trading policies and compensation clawback policies currently in existence or that may be adopted by the Company during the Employment Term.

1.At-Will Employment. The parties agree that Executive’s employment with the Company remains “at-will” employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company. However, as described in this Agreement, Executive may be entitled to severance payments and benefits depending on the circumstances of Executive’s termination of employment with the Company.

2.Compensation.

(a)Base Salary. The Company will pay Executive an annual salary of $483,000 as compensation for Executive’s services. The annual base salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings. Executive’s annual base salary will be subject to periodic review by the Company’s board of directors or its compensation committee (either, the “Committee”) and adjustments may be made by the Committee.

(b)Target Bonus. Executive will be eligible to receive an annual target bonus of 100% of Executive’s annual base salary (the “Target Bonus”) upon achievement of performance objectives to be determined by the Committee. Executive’s Target Bonus will be subject to periodic review by the Committee and adjustments may be made by the Committee. The amount of any Target Bonus to be paid to Executive, if any, and the timing of such payment will be: (i) determined in the sole discretion of the Committee pursuant to the terms of the Company’s bonus plan governing such opportunity and (ii) subject to Executive’s continued employment with the Company through the payment date.

(c)Equity.

(i)In August 2025, Executive will be granted an award of performance-vesting restricted stock units covering 1,200,000 shares of the Company’s common stock (“2025 PSUs”) subject to the terms of the Company’s 2018 Equity Incentive Plan (the “Plan”). The 2025 PSUs will vest based on (A) the Company’s achievement of specified stock prices during the first six years after the grant date (the “Performance Requirement”) and (B) except as otherwise set forth herein or in the award agreement, Executive’s continued status as a Service Provider (as defined in the Plan) through the Applicable Date (the “Service Requirement”). The Service Requirement will be satisfied as to 50% of each tranche of the 2025 PSUs that satisfies the Performance Requirement on the later to occur of (x) January 3, 2028 and (y) the date that the Performance Requirement of such tranche is satisfied and the remaining 50% of each tranche of the 2025 PSUs that satisfies the specified stock price requirement will vest on the later to occur of (x) January 3, 2029 and (y) the date that the stock price requirement of such tranche is satisfied (each such applicable date, the “Applicable Date”).

(1)If the Company is subject to a Change in Control (as defined in the Plan), achievement of the Performance Requirement will be measured using the transaction price in the Change in Control, with achievement credited effective as of immediately prior to and conditioned upon the closing of the Change in Control. For the avoidance of doubt, unless the 2025 PSUs are continued or assumed by the acquiring or successor entity in a Change in Control, any portion of the 2025 PSUs that have not satisfied the Performance Requirement as of the Change in Control shall terminate and shall not be eligible to become vested, including with respect to Section 7(b)(iii).

(2)If, in connection with a Change in Control, the 2025 PSUs are not assumed or continued by the acquiring or surviving entity in the Change in Control, any portion of the 2025 PSUs that have achieved the Performance Requirement (including but not limited to achievement based on the transaction price) will become fully vested as of immediately prior to the closing of the transaction.

(3)If, at any time, (x) Executive ceases to be the Company’s Chief Executive Officer due to removal from that role by the Company without Cause, or if Executive ceases to be an employee of the Company due to a termination without Cause, due to Executive’s death or Disability, or, following a Change in Control, due to a resignation for Good Reason, and (y) if either (i) at such time the Company does not continue Executive’s service as either a member of the Board or an advisor to the Company, or (ii) Executive does continue in service as a member of the Board or an advisor to the Company and such service is subsequently terminated by the Company or a vote of the stockholders ((x) and (y), the “Accelerated Vesting Conditions”), any portion of the then-outstanding 2025 PSUs that have achieved the Performance Requirement by the date of the termination of such service will become fully vested as of such termination date, subject to Executive’s satisfaction of the Release Requirement.

(4)Further, if, prior to the occurrence of a Change in Control, the Accelerated Vesting Conditions occur, then the 2025 PSUs that have not yet satisfied the Performance Requirement will remain outstanding and eligible to achieve the Performance Requirement until the earlier of (i) the end of the performance period of the 2025 PSUs and (ii) the closing of a Change in Control (the “Tail Period”). In such case, if the Performance Requirement is satisfied with respect to a tranche of the 2025 PSUs during the Tail Period (whether due to a Change in Control or ordinary course stock price performance), the Service Requirement will be deemed satisfied such that the 2025 PSUs that satisfy the Performance Requirement will become fully vested as of the date on which the applicable Performance Requirement is achieved, subject to Executive’s satisfaction of the Release Requirement.

(5)In the event of a conflict, whether express or implied, between the terms set forth in this Section 3(c)(i) and the 2025 PSU award agreement, this Section 3(c)(i) shall control.

(ii)Executive will be eligible to receive additional Company equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Committee will determine in its discretion whether Executive will be granted any Company equity awards and the terms of any Company equity award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

(iii)Executive currently holds and may receive additional Company equity awards with performance-based vesting from time to time (each, a “Performance Based Award”). If, prior to the occurrence of a Change in Control, the Accelerated Vesting Conditions occur, then any Performance-Based Award will remain outstanding and eligible to achieve the performance conditions until the earlier of (i) the end of the performance period applicable to such Performance-Based Award and (ii) the closing of a Change in Control. In such case, if the applicable performance conditions are satisfied (in whole or in part) with respect to such Performance-Based Award (whether due to a Change in Control or otherwise), such portion of the Performance-Based Awards that have satisfied the applicable performance conditions will become fully vested (including as to the full service-based vesting requirement) as of the date on which the applicable performance condition is achieved, subject to Executive’s satisfaction of the Release Requirement. For the avoidance of doubt, to the extent of any conflict between the provisions of Section 7 or the terms of the applicable equity award agreement and the foregoing provision, the foregoing provision shall control.

(iv)Executive currently holds and may receive additional Company equity awards with service-based vesting from time to time (each, a “Service Based Award”). If, prior to the occurrence of a Change in Control, the Accelerated Vesting Conditions occur, then any Service-Based Award will become fully vested as of the date on which the Accelerated Vesting Condition occurs, subject to Executive’s satisfaction of the Release Requirement. For the avoidance of doubt, to the extent of any conflict between the provisions of Section 7 or the terms of the applicable equity award agreement and the foregoing provision, the foregoing provision shall control.

3.Employee Benefits. Executive will be entitled to participate in employee benefit plans and programs of the Company, if any, on the same terms and conditions as other similarly-situated employees to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate in the plans or programs, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

4.PTO. Executive will be entitled to paid time off (PTO) in accordance with the Company’s PTO policy, with the timing and duration of specific days off mutually and reasonably agreed to by the parties.

5.Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties under this Agreement, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

7.Severance and Change in Control Benefits.

(a)Non-CIC Qualified Termination. Subject to Section 9, on a Non-CIC Qualified Termination, Executive will be eligible to receive the following payments and benefits from the Company:

(i)Continuing Salary Severance. The Company will pay Executive continuing payments of severance pay at a rate equal to Executive’s Base Salary (ignoring any reduction that forms the basis for Good Reason) for a period of 12 months. The severance will be paid, less applicable withholdings, in installments over the severance period in accordance with the Company’s regular payroll procedures, with the first installment to be paid on the first regular payroll date of the Company following the date on which the Release (as defined below) becomes irrevocable (subject to Section 9 of this Agreement), which installment will include all amounts that otherwise would have been paid on or prior to such date had the payments commenced on the termination date and the balance paid thereafter on the original schedule.

(ii)COBRA Coverage. Subject to Section 7(d), the Company will pay the premiums for COBRA coverage for Executive and Executive’s eligible dependents at the rates then in effect for active employees, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees (the “COBRA Coverage”), until the earlier of (A) a period of 12 months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA.

(iii)Equity Vesting. Except as otherwise set forth in this Agreement or the applicable award agreement, none of the then-unvested shares subject to each of Executive’s then-outstanding Equity Awards will be entitled to accelerated vesting and, in the case of options and stock appreciation rights, accelerated exercisability. However, upon a Qualified Termination, and if Executive’s status as a Service Provider is terminated due to such Qualified Termination, any then-unvested portion of Executive’s then-outstanding Equity Awards will remain outstanding for 3 months or until the occurrence of a Change in Control (whichever is earlier) so that any benefits due on a CIC Qualified Termination as set forth in this Agreement or in the applicable award agreement can be provided if a Change in Control occurs within 3 months following the applicable Qualified Termination (provided that in no event will Executive’s stock options or similar Equity Awards remain outstanding beyond the Equity Award’s maximum term to expiration). If no Change in Control occurs within 3 months following an applicable Qualified Termination, and if Executive’s status as a Service Provider is terminated as a result of such Qualified Termination, any unvested portion of Executive’s Equity Awards automatically will be forfeited permanently on the date that is 3 months following such Qualified Termination, except as otherwise set forth in this Agreement or the applicable award agreement.

(b)CIC Qualified Termination. Subject to Section 9, on a CIC Qualified Termination, Executive will be eligible to receive the following payments and benefits from the Company:

(i)Salary Severance. The Company will pay Executive a lump-sum payment equal to 18 months of Executive’s Base Salary (ignoring any reduction that forms the basis for Good Reason) on the first regular payroll date of the Company following the date on which the Release becomes irrevocable (subject to any delay as required under Section 9 below).

(ii)COBRA Coverage. Subject to Section 7(d), the Company will provide COBRA Coverage until the earlier of (A) a period of 18 months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA.

(iii)Equity Vesting. 100% of the then-unvested shares subject to each of Executive’s then-outstanding Equity Awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for the avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an Equity Award may vest and become exercisable under this provision). In the case of an Equity Award with performance-based vesting, unless otherwise specified in this Agreement or the applicable Equity Award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance measured as of the date of termination or 100% of target levels. Any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the date on which the Release becomes irrevocable (subject to any delay as required under Section 9 below).

(c)Termination other than a Qualified Termination. If the termination of Executive’s employment with the Company Group is not a Qualified Termination, then Executive will not be entitled to receive severance or other benefits, except as otherwise set forth in this Agreement or the Company’s then-applicable benefit plan documents, including any disability or life insurance policies.

(d)Conditions to Receipt of COBRA Coverage. Executive’s receipt of COBRA Coverage is subject to Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents. If the Company determines in its sole discretion that it cannot provide the COBRA Coverage without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Termination (which amount will be based on the rates then in effect for active employees, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether Executive elects COBRA continuation coverage and will end on the earlier of (i) the date upon which Executive obtains other employment or (ii) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to the number of months in the applicable COBRA Coverage period. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive the COBRA Replacement Payments or any further COBRA Coverage.

(e)Non-Duplication of Payment or Benefits. If (i) Executive’s Qualified Termination occurs prior to a Change in Control that qualifies Executive for severance payments and benefits under Section 7(a) and (ii) a Change in Control occurs within the 3-month period following Executive’s Qualified Termination that qualifies Executive for severance payments and benefits under Section 7(b), then (A) Executive will cease receiving any further payments or benefits under Section 7(a) and (B) Executive will receive the payments and benefits under Section 7(b) instead but each of the payments and benefits otherwise payable under Section 7(b) will be offset by the corresponding payments or benefits Executive already received under Section 7(a).

(f)Death of Executive. If Executive dies before all payments or benefits Executive is entitled to receive under this Agreement have been paid, the unpaid amounts will be paid to Executive’s designated beneficiary, if living, or otherwise to Executive’s personal representative in a lump-sum payment as soon as possible following Executive’s death.

(g)Transfer between the Company Group. For purposes of this Agreement, if Executive is involuntarily transferred from one member of the Company Group to another, the transfer will not be a termination without Cause but may give Executive the ability to resign for Good Reason.

(h)Exclusive Remedy. In the event of a termination of Executive’s employment with the Company Group, the provisions of this Agreement are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive may otherwise be entitled, whether at law, tort or contract, or in equity. Executive will be entitled to no benefits, compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in this Agreement.

8.Accrued Compensation. On any termination of Executive’s employment with the Company Group, Executive will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements or as otherwise required by applicable law.

9.Conditions to Receipt of Severance.

(a)Separation Agreement and Release of Claims. Executive’s receipt of any severance payments or benefits upon Executive’s Qualified Termination under Section 7 is subject to Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include restrictive covenants, including, but not limited to, an agreement not to disparage any member of the Company Group, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following Executive’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any right to severance payments or benefits under Section 7. In no event will severance payments or benefits under Section 7 be paid or provided until the Release actually becomes effective and irrevocable. To the extent that payments are delayed under Section 9(c), the Company will pay or provide Executive the severance payments and benefits that Executive would otherwise have received under Section 7 on or prior to that date, with the balance of the severance payments and benefits being paid or provided as originally scheduled.

(b)Return of Company Property. Executive’s receipt of any severance payments or benefits upon Executive’s Qualified Termination under Section 7 is subject to Executive returning all documents and other property provided to Executive by any member of the Company Group (with the exception of a copy of the Employee Handbook and personnel documents specifically relating to Executive), developed or obtained by Executive in connection with his employment with the Company Group, or otherwise belonging to the Company Group.

(c)Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”), and to the extent not so exempt, to comply with the requirements of Section 409A, in each case so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”), will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Any severance benefits that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the 60th day following Executive’s separation from service, or, if later, such time as required under this paragraph. Except as required under this paragraph, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the 60th day following Executive’s separation from service and the remaining payments will be made as provided above. If, at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

(d)Resignation of Officer and Director Positions. Executive’s receipt of any severance payments or benefits upon Executive’s Qualified Termination under Section 7 is subject to Executive resigning from all officer and director positions with all members of the Company Group and Executive executing any documents the Company may require in connection with the same.

10.Limitation on Payments.

(a)Reduction of Severance Benefits. If any payment or benefit that Executive would receive from any Company Group member or any other party whether in connection with the provisions in this Agreement or otherwise (the “Payment”) would (i) constitute a “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 the Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (A) the full amount of the Payment or (B) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, the acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards unless Executive elects in writing a different order for cancellation. Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Executive will not be reimbursed by any member of the Company Group for any of those payments of personal tax liability.

(b)Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and Executive prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to that date if events occur that result in parachute payments to Executive at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and Executive will furnish to the firm any information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any determination by the firm will be binding upon the Company and Executive, and the Company will have no liability to Executive for the determinations of the firm.

11.Definitions. The following terms referred to in this Agreement will have the following meanings:

(a)Base Salary. “Base Salary” means Executive’s annual base salary as in effect immediately prior to Executive’s Qualified Termination (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, as applicable, then Executive’s annual base salary in effect immediately prior to the reduction) or, if Executive’s Qualified Termination is a CIC Qualified Termination and the amount is greater, at the level in effect immediately prior to the Change in Control.

(b)Board. “Board” means the Company’s Board of Directors.

(c)Cause. “Cause” (i) Executive’s material failure to perform Executive’s duties or responsibilities to the Company Group (other than due to illness, injury or permitted periods of time off) or deliberate and material violation of a Company Group policy, including but not limited to those relating to insider trading or sexual harassment; (ii) Executive’s commission of any act of fraud, embezzlement, dishonesty or any other material misconduct; (iii) unauthorized use or disclosure by Executive of any proprietary information or trade secrets of the Company Group or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company Group; (iv) Executive’s material breach of any of Executive’s obligations under any written agreement or covenant with the Company Group, including this Agreement and the Proprietary Information and Inventions Agreement; or (v) Executive’s violation of any federal or state law or regulation applicable to the business of the Company Group; provided, however, that to the extent such act or omission can be reasonably cured by Executive, no such act or omission will be deemed to constitute Cause unless the Board has provided written notice of such act or omission to Executive within 30 days after the Board has knowledge of the act or omission, and permitted Executive a period of at least 30 days in which to reasonably cure such act or omission. Any determination of Cause will be made in good faith by the Board.

(d)Change in Control. “Change in Control” means the occurrence of any of the following events:

(i)A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, (A) the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control, and (B) if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, the direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii)A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12)-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii)A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(e)Change in Control Period. “Change in Control Period” means the period beginning 3 months prior to a Change in Control and ending 12 months following a Change in Control.

(f)COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

(h)Company Group. “Company Group” means the Company and its subsidiaries.

(i)Disability. “Disability” means that Executive, at the time notice is given, has been unable to substantially perform his or her duties under this Agreement for not less than one-hundred and twenty (120) work days within a twelve (12) consecutive month period as a result of Executive’s incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation.

(j)Equity Awards. “Equity Awards” means Company equity awards, including awards of stock options, restricted stock, restricted stock units, performance shares, or performance stock units, granted to Executive that are outstanding on the applicable date (including the 2025 PSUs).

(k)Good Reason. “Good Reason” means the termination of Executive’s employment with the Company Group by Executive in accordance with the next sentence after the occurrence of one or more of the following events without Executive’s express written consent: (i) a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to the reduction, including, in the case of a Change in Control, Executive’s failure to remain the chief executive officer of the acquiring or combined successor organization; (ii) a material reduction by a Company Group member in Executive’s annual total target cash compensation; provided, however, that, a reduction of annual total target cash compensation that also applies equally to substantially all other c-level executives of the Company will not constitute “Good Reason” unless such reduction exceeds 10%; (iii) a material change in the geographic location of Executive’s primary work facility or location by more than 50 miles from Executive’s then present location; provided, that a relocation to a location that is within 50 miles from Executive’s then-present primary residence will not be considered a material change in geographic location, (iv) failure of a successor corporation to assume the obligations under this Agreement or (v) a material breach of any agreement between Executive and the Company Group (including any successor thereto). In order for the termination of Executive’s employment with a Company Group member to be for Good Reason, Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and a cure period of 30 days following the date of written notice (the “Cure Period”), the grounds must not have been cured during that time, and Executive must terminate Executive’s employment within 30 days following the Cure Period.

(l)Qualified Termination. “Qualified Termination” means (i) a termination of Executive’s employment by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) outside of the Change in Control Period (a “Non-CIC Qualified Termination”) or (ii) a termination of Executive’s employment either (A) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (B)  by Executive for Good Reason, in either case, during the Change in Control Period (a “CIC Qualified Termination”).

(m)Proprietary Information and Inventions Agreement. “Proprietary Information and Inventions Agreement” means the Confidential Information, Invention Assignment and Non-Competition Agreement that Executive previously executed in connection with the commencement of Executive’s employment with the Company.

12.Confidential Information. Executive confirms Executive’s continuing obligations under the Proprietary Information and Inventions Agreement.

13.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

14.Notices. All notices and other communications required or permitted under this Agreement shall be in writing and will be effectively given (a) upon actual delivery to the party to be notified, (b) 24 hours after confirmed facsimile transmission, (c) 1 business day after deposit with a recognized overnight courier or (d) 3 business days after deposit with the U.S. Postal Service by first class certified or registered mail, return receipt requested, postage prepaid, addressed (i) if to Executive, at the address Executive shall have most recently furnished to the Company in writing, (ii) if to the Company, at the following address:

6.If to the Company:

7.nLIGHT, Inc.

4637 NW 18th Ave.

Camas, Washington 98607

    Attention: Chair of the Compensation Committee

15.Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

16.Integration. This Agreement and the Proprietary Information and Inventions Agreement represent the entire agreement and understanding between the parties as to the subject matter in this Agreement and supersede all prior or contemporaneous agreements whether written or oral, including, but not limited to, the Executive Employment Agreement entered into between the parties, dated March 29, 2018. With respect to Equity Awards, the acceleration of vesting provisions provided in this Agreement will apply to these Equity Awards except to the extent otherwise explicitly provided in the applicable equity award agreement. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

17.Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

18.Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

19.Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

20.Arbitration. Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement or the Proprietary Information and Inventions Agreement, will be settled by arbitration pursuant to the arbitration provisions set forth in the Proprietary Information and Inventions Agreement.

21.Governing Law. This Agreement will be governed by the laws of the State of Washington (with the exception of its conflict of laws provisions).

22.Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

23.Gender Neutral. Wherever used in this Agreement, a pronoun in the masculine gender will be considered as including the feminine gender unless the context clearly indicates otherwise.

24.Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

IN WITNESS WHEREOF, each of the parties has executed this Agreement (in the case of the Company, by a duly authorized officer), effective as of the last date set forth below (the “Effective Date”).

nLIGHT, Inc.

By: /s/ Kerry Hill                    Date: August 13, 2025        

Kerry Hill

Title:    Chief Administrative Officer

/s/ Scott Keeney                    Date: August 13, 2025    

Scott Keeney