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Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company other than the CIC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the CIC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertainingThe Executive is not eligible to severance entitlements owing to the Executive from the Company other than the CIC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive toreceive both severance benefits under the termsCIC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives severance benefits under the CIC Agreement, he shall not receive Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a CIC such that the Executive’s Effective Date of Termination falls within the window period described in [Section 4.2] of the CIC Agreement. In addition,Agreement, the Executive’s total Severance Benefits shall not be countedequal the amounts described as “compensation,” or any equivalent term, for purposes of determiningseverance benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, exceptCIC Agreement (potentially requiring additional payments to the extent expressly provided therein. Exceptthe amounts already paid as otherwise specifically provided for in this Agreement,Severance Benefits hereunder do not equal the Executive’s rightsamounts payable as severance benefits under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.CIC Agreement).

EffectConditions to Payment. Notwithstanding anything herein to the contrary, the Executive acknowledges and agrees that any obligation of Agreement. This Agreement shall completely supersedethe Company to provide the Severance Benefits or the CIC Severance Benefits is conditioned on the Executive # continuing to comply with the Executive’s obligations to the Company and replaceits affiliates that survive termination of the Executive’s employment, including, without limitation, pursuant to any confidentiality, non- disparagement, invention assignment, restrictive covenant, cooperation or similar agreement or covenant between the Executive and all portions of any contracts, plans, provisions,the Company or practices pertaining to severance entitlements owingapplicable to the Executive fromin favor of the Company (any such agreement or agreements or covenant or covenants, the “Restrictive Covenants Agreement”) and # signing, without subsequently revoking, a separation agreement on terms and conditions satisfactory to the Company (the “Separation Agreement”), which will contain, among other thanterms, a general release of claims. The Executive’s timely execution and non-revocation of the CIC Agreement, andSeparation Agreement within the time period set forth in such agreement is in lieu of any notice requirement, policy, or practice. As such,a condition precedent to the Executive’s right to receive the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms ofor the CIC Agreement. In addition, Severance Benefits shall not be countedBenefits, as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.applicable.

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