Acknowledgement. Participant acknowledges that # the Company provided the Executive with this Agreement by at least ten (10) business days before the Effective Date, # the Executive has been and is hereby advised of her right to consult an attorney before signing this Agreement, and # the Executive has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.

Acknowledgement. The Key Holder expressly acknowledges that the covenants included herein are supported by good and adequate consideration, and that such covenants are reasonable and necessary to protect the legitimate business interests of Acquiror in connection with the Merger because, among other things, # the Company is engaged in a highly competitive industry, # the Key Holder has unique access to the trade secrets, know-how, plans and competitive strategy of the Company and # this Agreement provides no more protection than is necessary to protect Acquiror’s interest in the goodwill, trade secrets and confidential information of the Company.

Acknowledgement. The Company and you agree that this Option is granted under and governed by the Notice of Grant, this Agreement and the provisions of the Plan (incorporated herein by reference). You: # acknowledge receipt of a copy of the Plan prospectus, # represent that you have carefully read and are familiar with the provisions in the grant documents, and # hereby accept this Option subject to all of the terms and conditions set forth in this Agreement and those set forth in the Plan and the Notice of Grant. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this Agreement.

Acknowledgement. The Participant hereby acknowledges that he or she has received a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Performance Shares subject to all of the terms and provisions thereof. The Participant has reviewed the Plan and this Performance Share Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Performance Share Agreement and fully understands all provisions of this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or these Performance Shares.

Acknowledgement. Participant acknowledges that # the Company provided the Executive with this Agreement by the earlier of # the date of a formal offer of the Executive’s employment or # ten (10) business days before the commencement of the Executive’s employment, # the Executive has been and is hereby advised of his right to consult an attorney before signing this Agreement, and # the Executive has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.

Acknowledgement. Stockholder hereby acknowledges and agrees that:

Acknowledgement. The Executive acknowledges that he will be directly and materially involved as a senior executive in all important policy and operational decisions of [[Company:Organization]] Group. The Executive further acknowledges that the scope of the foregoing restrictions has been specifically bargained between the Company and the Executive, each being fully informed of all relevant facts. Accordingly, the Executive acknowledges that the foregoing restrictions of this Section 9 are fair and reasonable, are minimally necessary to protect [[Company:Organization]] Group, its stockholders, and the public from the unfair competition of the Executive who, as a result of his/her employment with the Company, will have had access to the most confidential and important information of [[Company:Organization]] Group, its Business, and future plans. The Executive furthermore acknowledges that no unreasonable harm or injury will be suffered by him/her from enforcement of the covenants contained herein and that he will be able to earn a reasonable livelihood following termination of his/her employment notwithstanding enforcement of the covenants contained herein.

Acknowledgement. Employee acknowledges that without this Agreement, Employee is otherwise not entitled to the consideration listed in this Section 1. Employee further acknowledges that the consideration provided under this Agreement meets and exceeds any separation-related obligations to Employee under the Employment Agreement.

. The Parties acknowledge that the economic terms and conditions set forth herein were negotiated and agreed to and represent a fair and equitable allocation of the value from Licensed Product in the Field in the Licensed Territory. The Parties further acknowledge that there is considerable value in the Licensed Technology that is consistent with the economic terms and conditions herein.

Acknowledgement. The Company and you agree that the RSUs are granted under and governed by the Notice, this RSU Agreement and the provisions of the Plan. You: # acknowledge receipt of a copy of the Plan prospectus, # represent that you have carefully read and are familiar with the provisions in the grant documents, and # hereby accept the RSUs subject to all of the terms and conditions set forth in this RSU Agreement and those set forth in the Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this RSU Agreement.