Executive’s Acknowledgement. Executive acknowledges and agrees that # Executive is receiving additional benefits under this Agreement, to which he was not entitled prior to signing this Agreement, including but not limited to the severance benefits provided for in Section 5(b) (ii)(1), which serve as additional consideration for the covenants contained in this Agreement, # the restrictive covenants in this Section 6 are reasonable in time, territory and scope, and in all other respects and # should any part or provision of any covenant herein be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. The restrictive covenants contained herein shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of these covenants.

Executive’s Acknowledgement. Executive acknowledges and agrees that # the restrictive covenants in this Section 6 are reasonable in time, territory and scope, and in all other respects and # should any part or provision of any covenant herein be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. The restrictive covenants contained herein shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of these covenants.

Acknowledgement. The Participant hereby acknowledges that he or she has received a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Performance Shares subject to all of the terms and provisions thereof. The Participant has reviewed the Plan and this Performance Share Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Performance Share Agreement and fully understands all provisions of this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or these Performance Shares.

. The Parties acknowledge that the economic terms and conditions set forth herein were negotiated and agreed to and represent a fair and equitable allocation of the value from Licensed Product in the Field in the Licensed Territory. The Parties further acknowledge that there is considerable value in the Licensed Technology that is consistent with the economic terms and conditions herein.

Executive’s Acknowledgement. Executive acknowledges and agrees that # Executive is receiving additional compensation and benefits under this Agreement which serve as additional consideration for the covenants contained in this Agreement, # the restrictive covenants in this Section 6 are reasonable in time, territory and scope, and in all other respects and # should any part or provision of any covenant herein be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. The restrictive covenants contained herein shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of these covenants.

Executive’s Acknowledgement. Executive acknowledges and agrees that # the restrictive covenants in this Section 6 are reasonable in time, territory and scope, and in all other respects and # should any part or provision of any covenant herein be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. The restrictive covenants contained herein shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of these covenants.

Executive’s Acknowledgement. Executive acknowledges and agrees that # the restrictive covenants in this Section 6 are reasonable in time, territory and scope, and in all other respects and # should any part or provision of any covenant herein be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. The restrictive covenants contained herein shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of these covenants.

Acknowledgement. The Executive acknowledges that he will be directly and materially involved as a senior executive in all important policy and operational decisions of [[Company:Organization]] Group. The Executive further acknowledges that the scope of the foregoing restrictions has been specifically bargained between the Company and the Executive, each being fully informed of all relevant facts. Accordingly, the Executive acknowledges that the foregoing restrictions of this Section 9 are fair and reasonable, are minimally necessary to protect [[Company:Organization]] Group, its stockholders, and the public from the unfair competition of the Executive who, as a result of his/her employment with the Company, will have had access to the most confidential and important information of [[Company:Organization]] Group, its Business, and future plans. The Executive furthermore acknowledges that no unreasonable harm or injury will be suffered by him/her from enforcement of the covenants contained herein and that he will be able to earn a reasonable livelihood following termination of his/her employment notwithstanding enforcement of the covenants contained herein.

Acknowledgement. Participant acknowledges that # the Company provided the Executive with this Agreement by at least ten (10) business days before the Effective Date, # the Executive has been and is hereby advised of her right to consult an attorney before signing this Agreement, and # the Executive has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.

Acknowledgement. Participant acknowledges that # the Company provided the Executive with this Agreement by the earlier of # the date of a formal offer of the Executive’s employment or # ten (10) business days before the commencement of the Executive’s employment, # the Executive has been and is hereby advised of his right to consult an attorney before signing this Agreement, and # the Executive has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.