Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. Although your job duties, title, reporting relationship, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

Under this Agreement and as of the Effective Date, Cryan will become an employee of the Company, and any compensation paid to Cryan will be treated in the same manner as compensation paid to other Company employees, including but not limited to the withholding of appropriate federal, state or local taxes.

Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, a parent or subsidiary corporation (as defined in section 428 of the Code) of the Company, or a corporation or a parent or subsidiary of such corporation. Any question as to whether and when there has been a termination of such employment, and the cause of any such termination, shall be determined by the Committee in its sole discretion, and such determination shall be final.

Other Employment. Place shall devote all of his time, attention, knowledge, and skills solely to the business and interests of Company, and Company shall be entitled to all of the benefits or other issues arising from or incident to all work, services and advice of Place. Place shall not, during the term of this Employment Agreement be interested directly or indirectly, in any manner, as a partner, officer, director, shareholder, advisor, or in any other capacity in any other business similar to the Company's business or any allied trade.

At-Will Employment Relationship. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without Cause or advance notice, by either Executive or the Company. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and an authorized representative of the Company. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company except as expressly provided in writing in such other plan or an agreement thereunder.

Relationship to Other Provisions. [Sections 4.6(b)(ix), 7.2, 10.1(e), 10.1(f), 10.2(d), 10.4(l), 10.5, 10.6, 10.7, 10.9, 11.13, 11.14, 11.15, 11.16, 11.17, 11.18, 11.20, 16.1, 16.7, 16.8, 16.9, 18.2, 18.5(b), 18.5(c), 18.5(d), and 18.8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8]8] and Article 1 and Article 17 will continue to apply to the Research, Development, Manufacture and Commercialization of each Reversion Product. For clarity, defined terms (such as “Development”) that use the term Research Candidate, Development Candidate or Product but not Reversion Product will be understood to apply to the Reversion Product as the context may require.

Relationship to Other Benefits. Awards under the Plan shall not be taken into account in determining any benefits under any pension, retirement, profit sharing, disability or group insurance plan of PPL Corporation or an Affiliated Company except as may be required by federal tax law and regulations or to meet other applicable legal requirements.

Other Terminations of Relationship. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below:

Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

Other Termination of Employment. Notwithstanding anything to the contrary herein, in the event of your termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company (regardless of whether you are eligible for Retirement (as that term is defined under [Section 2(x)(i), (ii) or (iii)])])] of the Plan) at such time), you shall forfeit all unvested RSUs on the date of termination, and you shall have no right to settlement of any portion of such RSUs. Further, any other termination of your employment, including a voluntary termination (including a claim for constructive discharge) or otherwise (other than that described in Sections 2(c) (If Retirement-Eligible; Death), 2(d) (Termination by Company if not Retirement-Eligible), 2(e) (Disability), and 2(f) (Qualifying Termination or Retirement During Protected Period Following Change in Control)), you shall forfeit all unvested RSUs on the date of termination, and you shall have no right to settlement of any portion of such RSUs.

Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other relationship by the Company for Cause, and the effective date of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of # such time as it is determined or otherwise agreed that the Participant’s employment or other relationship shall not be terminated for Cause as provided in such notice or # the effective date of such termination of employment or other relationship (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate immediately upon the effective date of such termination of employment or other relationship). If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

Seller shall appoint one or more relationship managers reasonably acceptable to ​ to manage the relationship established by this Agreement (the “Seller Relationship Manager(s)”) who will # have overall managerial responsibility for acting, coordinating and facilitating the performance of the Transition Services in accordance with the terms of this Agreement; and # serve as Seller’s primary liaison with the ​ Relationship Manager. The Seller Relationship Manager(s) shall initially be the individual(s) set forth on attached [Schedule B].

Deposit Relationship. As a condition of the Loan, the Borrower shall maintain its primary operating account with the Lender throughout the term of the Loan.

General Relationship. Executive shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations including, but not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

Reporting Relationship. Employee will report to the Executive Chairman or to such other member of the Board as determined in the sole discretion of the Company.

Commercial Relationship. The Employee expressly recognizes that the Employee’s participation in the Plan and ​’s grant of the Award does not constitute an employment relationship between the Employee and ​. The Employee has been granted the Award as a consequence of the commercial relationship between ​ and ​’s Affiliate in Mexico that employs the Employee (“​‑Mexico”), and ​‑Mexico is the Employee’s sole employer. Based on the foregoing, # the Employee expressly recognizes that the Plan and the benefits the Employee may derive from participation in the Plan does not establish any rights between the Employee and ​‑Mexico, # the Plan and the benefits the Employee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by ​‑Mexico, and # any modifications or amendments of the Plan by ​, or a termination of the Plan by ​, shall not constitute a change or impairment of the terms and conditions of the Employee’s employment with ​‑Mexico.

Each Party shall designate an employee Relationship Manager(s) to act on its behalf with regard to matters arising under this Agreement and shall notify the other Party in writing of the name of its Relationship Manager; however, the Relationship Manager shall have no authority to alter or amend any term, condition, or provision of this Agreement. Either Party may change its Relationship Manager(s) by providing the other Party prior written notice. The Relationship Manager must be identified in a writing delivered to the other Party at least one (1) week prior to the commencement of any work under this Agreement.

In the absence of an authorized, written employment contract, the relationship between employees and the Company is one of at-will employment. The Plan does not alter the relationship.

At-Will Employment. Your employment with the Company is for no specified period of time. Your employment relationship will remain at-will and either you or the Company may terminate the relationship at any time, for any reason.