Background. Pennypacker acknowledges that during the course of his employment for [[Organization A:Organization]], he was provided access to and was permitted to use confidential information (as defined in [subparagraph 10.b]. below) and / or trade secrets, which could be used by him in the future to gain an unfair competitive advantage if he did not comply with the provisions in this paragraph. Therefore, he agrees to the confidentiality, non-solicitation, non-compete, and non-interference obligations in [subparagraphs 10.b]. thru 10.e., which shall apply during the twenty-four (24)-month period following the Separation Date:

Background. The Background statements set forth above are true and correct and are incorporated into this Agreement.

Background. This Plan document is an amendment and restatement of the “Target Corporation Officer Income Continuance Policy Statement, As Amended and Restated April 3, 2016,” generally known as the “Officer ICP.” The Plan has been operated in compliance with Code Section 409A since January 1, 2005. Effective January 1, 2009, the Plan was amended to comply with Code Section 409A with respect to all amounts payable from the Plan that are considered nonqualified deferred compensation.

Background. GP desires to retain Contractor as an independent contractor to perform services for GP and Contractor is willing to perform such services, on terms set forth more fully below.

Background. The Company has requested that the Lender agree to # extend the term of the Credit Agreement to August 1, 2016, and # make certain other changes to the Credit Agreement. Subject to all of the terms and conditions hereof, the Lender and the Company have agreed to such amendment on the terms set forth below.

Background IP. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all of its Background IP that it owns as of the Effective Date or that it develops or acquires thereafter pursuant to activities independent of this Agreement.

Background Technology. As between the Parties, # Unum will own all right, title and interest in and to the Unum Background Technology, and # SGI will own all right, title and interest in and to the SGI Background Technology.

Background IP. All Graphite information, Graphite Materials, Graphite Know-How, and Graphite Intellectual Property Rights provided to WuXi ATU by and/or on behalf of Graphite in connection with this Agreement, in any form whatsoever shall remain the sole and exclusive property of Graphite (the “Graphite Property”). WuXi ATU shall not acquire any right, title or interest in the Graphite Property as a result of its performance of the Services. Any and all intellectual property and information, including WuXi ATU Intellectual Property Rights, WuXi ATU Confidential Information, and WuXi ATU Know-How whether tangible or intangible, which was in WuXi ATU's possession prior to the Effective Date or which is later generated or acquired by WuXi ATU outside the scope of the Services or other activities under this Agreement (collectively, the “WuXi ATU Property”), shall be the sole and exclusive property of WuXi ATU.

Background Check. This offer is contingent upon a satisfactory employment background check. This offer can be rescinded in the Company’s discretion based upon any information received in the verification.

Background Check. This offer is contingent upon a successful employment verification of criminal, education, and employment background. This offer can be rescinded based upon data received in the verification.