Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Agreement - Jellison - EVP - 2021

. Change in Control Non-Compete Benefits.

“Change in Control Non-Compete Benefits” means the payments and benefits provided under Section 5.

If Executive’s employment is terminated in circumstances entitling Executive to Change in Control Non-Compete Benefits as provided in [Section 5(a)], ​ shall pay Executive, in a single lump sum payment in cash, and subject to [Section 26], within 10 days of the Date of Termination, Change in Control Non-Compete Benefits in an amount equal to the sum of:

If Executive is entitled to Change in Control Non-Compete Benefits pursuant to Section 5(a), Executive shall continue to be provided with medical, dental,

commissions, overtime, health benefits, perquisites and incentive compensation. For the purpose of determining an Executive’s Change in Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the greater of # Executive’s highest Base Salary during the 12 month period immediately preceding the Change in Control and # Executive’s highest Base Salary in effect at any time thereafter.

Non-Compete. Without limiting the generality of [subparagraph 10.b]. above, during the twenty-four (24)-month period following his Separation Date, Pennypacker agrees he will not, on his own behalf, or on behalf of any other person or entity, directly or indirectly, provide services to a direct competitor in a role where his knowledge of confidential information is likely to affect his decisions or actions for the direct competitor, to the detriment of the Company. For purposes of paragraph 10 (and the subparagraphs), a “direct competitor” is a person, business or company, anywhere in the United States that provides products or services that satisfy the same general needs as any products or services that [[Organization A:Organization]] has available for sale to its customers.

Non-Compete. The Director agrees that during the Directorship Term and for a period of Three # years thereafter, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company's written business plans, to engage in, within any geographic area in which the Company is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being # a stockholder in a mutual fund or a diversified investment company or # a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.

Non-Compete. Employee acknowledges and recognizes the highly competitive nature of the Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment following any termination of employment. Employee further acknowledges and understands that the Company recognizes Employee’s importance and value to the Company and thus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. Accordingly, Employee agrees that so long as Employee is employed by the Company, and # for a period of two years following the termination of Employee’s employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; # for a period of one year following the termination of Employee’s employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, shall not induce customers, agents or other sources of distribution of the Company’s business under contract, or doing business, with the Company to terminate, reduce, alter or divert business with or from the Company; and # for the period during which Employee is entitled to be paid severance under this Agreement (or for a period of six (6) months after termination of Employee’s employment if Employee’s employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the terms of this Agreement), Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of a limited liability company, shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934 (the “1934 Act”), or a shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that directly competes with the business activities of the Company (which at the present time are point-of-care diagnostics for infectious diseases in humans and animals) in or about any market in which the Company is, or has publicly announced a plan for, doing business. Employee further covenants and agrees that the restrictive covenants set forth in this paragraph are reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of the Company, imposes no undue hardship on Employee, and is not injurious to the public. The covenant set forth under # above shall not apply if Employee’s employment is terminated within twelve months of a Change Of Control (as defined below). Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if those securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under # above. Employee acknowledges and understands that, by virtue of his position with the Company, he will have exposure to various entities with which the Company does business or is in discussions to do business. Accordingly, Employee hereby covenants and agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any discussions for a position of employment with any such entities. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which that adjudication is made. If Employee violates any of the restrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of Employee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.