Board Member Compensation & Benefits. The compensation provided by this Agreement shall be in lieu of any compensation that would otherwise be due to Executive as a result of his position as a member of the Board during the Term, provided that any other benefits extended to Board members that are not provided hereunder shall be extended to Executive during the Term. At all times after the Term, for so long as Executive serves as a Board member, Executive shall be entitled to Director compensation and benefits on the same terms and conditions as other Board members.

The Compensation Committee of the Board has the responsibility to review and recommend to the Board compensation programs for non-employee directors.

Consulting Engagement / Spinco Board Member. The parties hereby confirm that they contemplate, in connection with the separation of the Executive's employment, either # entering into a Consulting Agreement pursuant to which Executive will advise the Company on business matters in connection with the planned spin-off of the Biosciences Division, # Executive entering into a Consulting Agreement with Spinco to be effective on the Spinoff Effective Date, and/ or # Executive serving as a member of the Spinco Board of Directors effective upon the Spinoff Effective Date, in any such case with the Executive remaining in continuous service with the Company or Spinco from the date hereof through the Spinoff Effective Date (unless Executive's service is earlier terminated for Cause pursuant to [Section 2(e)] hereof). The rate of compensation, duration of service and other terms and conditions of any such consulting or other engagement will be set forth in the applicable Consulting Agreement or other agreement, provided that the Parties intend that the duration of any such consulting or other service relationship shall extend through ​, unless earlier terminated by the Company or Spinco for Cause, as a result of a breach by the Executive of his Continuing Obligations under [Section 3] hereof, as a result of the Executive's voluntary resignation or termination of service, the nonelection of the Executive to the Spinco Board of Directors by the Spinco stockholders (if applicable), or otherwise as agreed by the Parties.

Member. As of the date hereof, the Member is the sole member of the Company. The name and mailing address of the Member are as follows:

Member. Except as otherwise required by the Act, the business and affairs of the Company shall be managed by or under the direction of the Member.

Member. The Member shall have the same fiduciary duties to the Company as a member of the board of directors of a Delaware corporation. For the avoidance of doubt, such fiduciary duties shall not be limited by the fact that the Member shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith. Notwithstanding the foregoing, the Company acknowledges that the Member will act through its board of directors, and that the board of directors will owe fiduciary duties to the Member and its stockholders. The Member will use commercially reasonable and appropriate efforts and means, as determined in good faith by the Member, to minimize any conflict of interest between the Company, on the one hand, and the stockholders of the Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Member and/or the stockholders of the Member in a manner that does not # disadvantage the Company of its interests relative to the stockholders of the Member, # advantage the stockholders of the Member relative to the Company or # treat the Company and the stockholders of the Member differently; provided that in the event of a conflict between the interests of the stockholders of the Member and the interests of the Company, the Company agrees that the Member shall discharge its fiduciary duties to the Company by acting in the best interests of the Member’s stockholders.

Each member of the Board of Directors (the “Board”) of Personalis, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

Service as a Member of the Board. Nothing in this Agreement, the Plan or the Award Letter shall give ​ any claim or right to continue as a member of the Board.

Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of ​, which fee shall be paid upon execution of this Agreement by the Company. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.

COMPENSATION. Employer shall pay Employee, as full compensation for services rendered to Employer as a regular employee in any capacity an annual base salary of ​ plus inclusion in the Company’s healthcare plan for Employee and sp9use (including medical, dental and vision). In addition, Employer will pay Employee a monthly bonus based upon the following criteria:

Compensation. For purposes of determining Carmon’s Compensation under the Plan, the bonus of ​ paid to him in January of 2013, and the bonus of ​ paid to him in January of 2014 shall be treated as bonuses paid pursuant to the Packaging Corporation of America Executive Incentive Compensation Plan. Therefore, they will be included in the calculation of his benefit from this Plan.

Compensation. Compensation for purposes of determining the "Automatic Deferral Percentage" has the same meaning as

Compensation. Borrower agrees to compensate Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all losses, liabilities and reasonable expenses (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by Lender to fund the Loans but excluding loss of anticipated profits) which Lender may sustain: # if for any reason (other than as a result of a default by Lender) a Borrowing of Revolving Loan or Delayed Draw-Down Term Loan does not occur on a date specified therefor in a Notice of Borrowing; # if any prepayment or repayment (including any prepayment or repayment made pursuant to [Section 4.01], [Section 4.02] or as a result of an acceleration of the Loans pursuant to [Section 10]) occurs on a date which is not the last day of a LIBOR interest period with respect thereto; or # Borrower fails to repay any Loan when required by the terms of this Agreement or any Note held by Lender. Lender’s determination of compensation owing to it under this [Section 1.08] shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

Compensation. Any compensation paid to Employee pursuant to the Agreement shall not be considered “Compensation” as defined in ​ Employee Savings Plan or “Earnings” as defined in ​ Pension Plan. Payments to Employee shall not be considered wages, salary or compensation under any other Company-sponsored employee benefit or compensation plan or program, unless the explicit terms of such plan or program provide otherwise.

As compensation for his services hereunder, the Company shall pay to Executive during the Term:

Compensation. Subject to the approval of the Company’s Board of Directors, Advisor will be granted a nonstatutory stock option under the Company’s 2014 Equity Incentive Plan to purchase up to 142,132 shares of the Company’s Common Stock. 1/24th of the aggregate number of shares subject to such option shall vest on the corresponding day of each month after July 30th 2014 subject to Advisor continuing to be a service provider to the Company through each such date. The option will be evidenced by and subject to all of the terms of the Company’s form of stock option agreement.

Compensation. For purposes of this Agreement, Annual Compensation shall be deemed to include the Executive’s Annual Base Salary, plus any amount payable pursuant to the Executive Officer Incentive Plan. The Executive shall be paid by the Companies the Annual Base Salary provided on [Schedule A] attached hereto, which Annual Base Salary shall be paid biweekly. After ​, Annual Compensation shall be negotiated between the parties hereto and shall be deemed a part of this Agreement, provided, however, that Annual Base Salary for any calendar year beginning on or after January l, 2020 shall not be less than the immediately preceding calendar year. In addition to the Annual Compensation, the Executive shall be paid each year by the Companies the amount calculated in accordance with [Schedule B] attached hereto, which shall be paid within 60 days following the end of the year. In the event of a Change in Control the Incentive Award payable pursuant to the Executive Officer Incentive Plan shall not be reduced as a result of charges taken in connection with or as a result of the Change in Control.

Compensation. As full compensation for all services provided and duties performed, you will receive the following: