Following a Change in Control and For Other Than Cause or Good Reason. In the event that there is a Change in Control of the Company and the Company or its successor terminates your employment other than for Cause, or you terminate your employment for Good Reason, in either case upon or within twelve (12) months following the Change in Control, then you will be entitled to receive: # a lump sum payment equal to the sum of # six (6) months of your then-current base salary, # 100% of your target bonus for that fiscal year, and # reimbursement of six (6) months of your COBRA premiums; and # acceleration of the vesting and exercisability of one hundred percent (100%) of all options, and unvested shares subject to all options, to purchase shares of the Company’s Common Stock then held by you (the “Change in Control Severance Benefits”). You agree that you will not resign for Good Reason without first providing the Company, or its successor as applicable, with written notice addressed to the CEO of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial existence of the grounds for Good Reason, with a reasonable cure period of not less than fifteen (15) days following delivery of such notice to the Company. In addition, you must terminate your employment within thirty (30) days following expiration of such cure period for your resignation to qualify as a resignation for Good Reason. Your entitlement to the Change in Control Severance Benefits is subject to your executing and not revoking an industry standard release and waiver of claims in favor of the Company (or its successor, as applicable).

Governing law and jurisdiction48

The parties agree that upon execution of this Agreement, the Exclusivity Deed between the parties dated May 19, 2018 shall terminate.

Exclusivity of Payments. Upon termination of Employee’s employment under this Agreement, Employee shall not be entitled to any severance payment or severance benefit from the Company other than the payments and benefits provided in this Section 9.

Termination and Termination Benefits. Notwithstanding the provisions of Section 3, Executive’s employment hereunder shall terminate under the following circumstances and shall be subject to the following provisions:

Non-Exclusivity. The Service Provider may enter into subsequent engagements with the Company or any other company or person separate from this Agreement to provide the same or similar services as set forth in this Agreement; provided, however, that such subsequent engagements may not preclude or prevent the Service Provider from performing its duties under this Agreement.

Non-Exclusivity. The rights granted to the Indemnified Representative pursuant to this Agreement shall not be deemed exclusive of any other rights to which the Indemnified Representative may be entitled under statute, the provisions of any certificate of incorporation, by-laws, or agreement, a vote of stockholders or directors, or otherwise, both as to action in an Official Capacity and in any other capacity.

Term; Exclusivity. During the period commencing on the date first set forth above (the “Effective Date”) and terminating on September 30, 2024 (the “Exclusivity Period”), other than with respect to the existing transactions specifically set forth on [Schedule 2], Seller shall not sell or designate any Property pursuant to a sale-leaseback

Non-Exclusivity. Nothing in this Subpart A shall prohibit the Administrator from making discretionary Awards to Eligible Directors pursuant to the other provisions of this Plan or outside this Plan, not otherwise inconsistent with these provisions.

Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Bylaws or Certificate of Incorporation or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company's Bylaws or Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by that change. Indemnitee's rights under this Agreement shall not be diminished by any amendment to the Company's Certificate of Incorporation or Bylaws, or of any other agreement or instrument to which Indemnitee is not a party, and shall not diminish any other rights which Indemnitee now or in the future has against the Company.