Service During Transition Period. During the Transition Period, Executive shall serve as Vice Chairman and Executive Vice President, Innovation in accordance with the Employment Agreement, as amended by this Agreement, and shall agree to # perform his duties set forth in Schedule “A” attached hereto consistent with the established practices of the Parties, and # assist the Company with matters that arise out of the Executive’s transition from the Company. In addition, Executive will remain a director of the Company during the Transition Period until a successor is appointed by the Company, so that the Company can continue to meet the residency requirements for directors under applicable law.

the Employee shall remain in the same office and position in the Company (or a successor thereto) or any Subsidiary that (or better office and position in the Company (or a successor thereto) or any Subsidiary than) the Employee held immediately prior to the Change in Control;

During Service Period with the Company. In the event that the Committee determines that an award that was granted, vested or paid to a Participant who is classified by the Company or a Subsidiary as a consultant or independent contractor based on the achievement of certain criteria would not have been granted, vested or paid absent error, fraud or misconduct on the part of the Participant or any other consultant or independent contractor in his or her sales organization, the Committee may cause the partial or full cancellation of such Award to address the error, fraud or misconduct.

Termination of Service During the Performance Period. If the Employee’s Service terminates during the Performance Period for any reason other than as described in Section 9, the entire Award granted under this Agreement shall be automatically terminated as of the date of such termination of Service.

(A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and # the Executive’s services shall be performed at the principal worksite location where the Executive was providing services to the Company or its Affiliated Companies immediately preceding the Effective Date or any office or location less than 20 miles from such location.

During Service Period with the Company. In the event that the Committee determines that an award that was granted, vested or paid to a Participant who is classified by the Company or a Subsidiary as a consultant or independent contractor based on the achievement of certain criteria would not have been granted, vested or paid absent error, fraud or misconduct on the part of the Participant or any other consultant or independent contractor in his or her sales organization, the Committee may cause the partial or full cancellation of such Award to address the error, fraud or misconduct.

During Service Period with the Company. In the event that the Committee determines that an award that was granted, vested or paid to a Participant who is classified by the Company or a Subsidiary as a consultant or independent contractor based on the achievement of certain criteria would not have been granted, vested or paid absent error, fraud or misconduct on the part of the Participant or any other consultant or independent contractor in his or her sales organization, the Committee may cause the partial or full cancellation of such Award to address the error, fraud or misconduct.

Service with the Company. Each Award of Restricted Stock is conditioned on your continuous service on the Board of the Company from the Date of Award through the lapsing of restrictions applicable to the Restricted Stock (the “Period of Restriction”).

During Service Period with the Company. In the event that the Committee determines that an award that was granted, vested or paid to a Participant who is classified by the Company or a Subsidiary as a consultant or independent contractor based on the achievement of certain criteria would not have been granted, vested or paid absent error, fraud or misconduct on the part of the Participant or any other consultant or independent contractor in his or her sales organization, the Committee may cause the partial or full cancellation of such Award to address the error, fraud or misconduct.

Service During Transition Period. During the Transition Period, Executive agrees to continue to perform his duties as Executive Vice President, Business Unit Leader, Infectious Disease of the Company in accordance with the Employment Agreement and to assist the Company in the transition of Executive’s duties and responsibilities to a successor designated by the Company.