The compensation and benefits provided in this Offer Letter are contingent on you signing the Medtronic Employee Agreement, which specifies certain employment terms and conditions. That agreement is provided to you with this Offer Letter.

Employee Agreement. As a condition of your employment, you will need to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at Sonos, and non-disclosure of Company proprietary information. This agreement specifies the procedures to be followed in the event of any dispute or claim relating to or arising out of our employment relationship. We will need you to sign the Agreement on or before your first day of employment.

Agreement of Employee. You agree that in the event of a Potential Change in Control, you will not terminate employment with UES for any reason until the occurrence of a Change in Control.

Employee. This Agreement is personal to Employee and without the prior written consent of the Employer shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

Employee. "Employee" means any common law employee, Self-Employed Individual, Leased Employee or other person the Code treats as an employee of a Participating Employer for purposes of the Participating Employer's qualified plan. Either the Adoption Agreement or a participation agreement to the Adoption Agreement may designate any Employee, or class of Employees, as not eligible to participate in the Plan.

Employee. Employee means any person who is employed by the Company, including any such person who also serves as a member of the Board.

Employee. An Employee as defined in the Retirement Plan.

Employee. A full-time employee of an Employer and a member of the Employer’s “select group of management or highly compensated employees,” as defined in ERISA [[Sections 201(2), 301(a)(3), and 401(a)(1)])])]])])].

Employee. An “Employee” is an individual who performs services for a Participating Employer as an employee of the Participating Employer (as classified by the Participating Employer at the time the services are preformed and without regard to any subsequent reclassification) and does not include any individual who is classified an independent contractor.

Prior to July 1, 2002, a person may not enhance the amounts credited under this Plan by making discretionary employee contributions to the person's Savings Plan account.

Employee Benefit Plans. Neither BRPA nor Merger Sub maintains, and neither have any liability under, any Plan, and neither the execution and delivery of this Agreement nor the consummation of the Merger will # result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any shareholder, director, or employee of BRPA or Merger Sub, or # result in the acceleration of the time of payment or vesting of any such benefits.

Representations by Employee.Employee hereby acknowledges and agrees as follows:

Set forth on Part ​(a) of the Disclosure Schedule is a true, accurate and complete list of all Employee Benefit Plans, provided that with respect to any Employee Benefit Plans that are Employment Agreements, offer letters, consulting agreements or similar Contracts that are terminable at will and without penalty on less than 30 days’ notice, without severance, change in control or similar payments or benefits, only the forms thereof need to be listed on Part ​(a) of the Disclosure Schedule.

Business Employee List. With respect to non-U.S. Business Employees, the Seller shall deliver to the Purchaser an update to the Business Employee List at each of # a reasonable time prior to the Closing Date and # with respect to each Deferred Jurisdiction, at least twenty (20) days prior to the anticipated applicable Local Closing Date and, with respect to U.S. Business Employees, the Seller shall deliver to the Purchaser an update to the Business Employee List at a reasonable time prior to the expiration of the Employee Leasing Agreement. With respect to the updated Business Employee Lists to be delivered by the Seller, unless otherwise agreed upon by the Parties in writing, no modifications shall be made to such Business Employee Lists from the final list delivered by the Seller prior to the Closing Date, except to reflect Business Employees hired or terminated since the date of such list, in each case, subject to and consistent with the terms of the Purchase Agreement.

Employee Benefit Plans. During the Employment Period, Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, welfare benefit plan or similar employee benefit plans or arrangements (including stock option plans, short- or long-term disability plans, life insurance programs, and health insurance) made available from time to time to employees of Penns Woods and its affiliated companies in accordance with the provisions of such plans. The base salary and any bonus payable to

Employee Benefit Plans. Except for the sponsorship of Assumed Employee Benefit Plans, Purchaser shall not assume any Employee Benefit Plan or any Liability thereunder or related thereto and Purchaser shall provide only those benefits to Continuing Employees as of or after the Closing as Purchaser shall determine. In addition, Purchaser shall assume all responsibility for, and honor, paying any unpaid base wages and base salaries, accrued commissions, vacation, sick leave, personal time of the Continuing Employees but only to the extent not paid as of the Closing Date and set forth in the Financial Statements (the “Unpaid Compensation”). Except for obligations relating solely to the Assumed Employee Benefit Plans specifically assumed under [Section 2.3(c)] and the Unpaid Compensation, and as set forth in Sections 9.3 and 9.4, Sellers shall indemnify, defend and hold harmless Purchaser from and against all obligations, claims or Liabilities at any time arising under or in connection with any Employee Benefit Plan. Except as set forth in Sections 9.3 and 9.4, nothing contained in this Agreement, express or implied: # shall be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement; # shall alter or limit the ability of Purchaser or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them; or # is intended to confer

Interest of Employee. The obligation of the Company under the Plan to provide an Employee or his beneficiary with an excess retirement benefit merely constitutes the unsecured promise of the Company to make payments as provided herein. No person shall have any interest in, or a lien or prior claim upon, any property of the Company.

Reimbursement by Employee. Employee hereby agrees that, immediately upon demand by the Committee, Employee shall reimburse the Company the entire amount of any proceeds received by Employee from the sale of Stock acquired upon Vesting of Restricted Stock Units if: # the gains realized upon sale of Stock acquired upon Vesting of any Restricted Stock Units were predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC); # in the Committee’s sole discretion, Employee engaged in conduct the Employee knew or reasonably should have known was in violation of SEC rules and regulations or Company policy; # such conduct was a direct cause of the fraudulent activity or restatement; and # in the Committee’s sole discretion, in light of relevant facts and circumstances, lesser gains from the sale such Stock would have been realized by, Employee absent such fraudulent activity or material negative restatement.

Exempt Salaried Employee. Effective January 1, 2017, severance payments for an eligible exempt Salaried Employee shall be determined on the basis of the Salaried Employee’s grade level on the date of employment termination as set forth below; provided, however, that no exempt Salaried Employee shall receive more than the maximum total amount of severance pay applicable to his or her grade level regardless of the number of his or her Years of Service.