​ has adopted the ​ Executive Severance and Change in Control Plan (such plan, as it may be amended and restated, the “Plan”), in order to provide selected eligible executives with the opportunity to receive severance and other benefits in the event of certain terminations of employment, including but not limited to in connection with a change in control of ​ under certain circumstances, and to attract and retain qualified executive officers.

#​ has established the ​ Executive Severance and Change in Control Plan (as it may be amended and/or restated, the “Plan”) and has designated the Participant as a participant in the Plan, and, in connection therewith, ​ and the Participant have entered into that certain Participation Agreement dated ​ ​, 202_) between ​ and the Participant (as it may be amended, the “Participation Agreement,” which is deemed to be part of the Plan), that, among its terms, provides that ​ will pay the Participant certain severance benefits (the “Severance”) under certain circumstances in connection with the termination of the Participant’s employment thereunder.

This Executive Severance and Change in Control Plan has been established by ​ (the “Company”) to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The Plan is intended to further the best interests of ​ and its stockholders by attracting and retaining qualified executives and also attempting to assure the present and future continuity, objectivity, and dedication of management in the event of a Change in Control. The Plan is intended to qualify as a “top-hat” plan under ERISA, in that it is intended to be an “employee pension benefit plan” (as defined in [Section 3(2)] of ERISA) which is unfunded and provides benefits only to a select group of management or highly compensated employees of ​.