Final Agreement. This Agreement is a complete and final agreement between you and the Company and its successors and supersedes all other offers, agreements, and negotiations. Notwithstanding the foregoing, the Invention Assignment and Arbitration Agreements remain in full force and effect except as modified by this Agreement.

NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: # THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, # THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND # THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

As of the effective date of this Notice, Borrowers, Guarantors, and Lender have consummated a transaction pursuant to which Lender has agreed to make a loan or loans to Borrowers, to renew and extend an existing loan or loans to Borrowers, and to otherwise extend credit or make financial accommodations to or for the benefit of Borrowers, in an aggregate amount up to $17,807,269.78 (collectively, whether one or more, the “Loans”).

Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Final Working Drawings. After the Preliminary Plans have been approved by Landlord, Tenant shall cause Tenant’s Architect and the Engineers to prepare and submit for Landlord’s approval complete and detailed construction plans and specifications, including a fully coordinated set of architectural, structural, mechanical, fire protection, electrical and plumbing working drawings for the Tenant Improvement Work, in a form that is sufficiently complete to permit subcontractors to bid on the work, obtain all required Permits (as defined in [Section 3.4], below) and commence construction (the “Final Working Drawings”). The Tenant Improvements shall be designed in accordance with the LEED Design/Operational Requirements and the Final Working Drawings shall incorporate the LEED Design/Operational Requirements. Tenant shall furnish Landlord with two (2) hard copies signed by Tenant and one (1) electronic version of such Final Working Drawings. Landlord shall approve or disapprove the Final Working Drawings by giving written notice to Tenant within fifteen (15) Business Days after receipt thereof. Landlord shall not unreasonably withhold its approval of the Final Working Drawings, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Final Working Drawings for any of the reasons specified in [Section 2.2.1] above, or if in Landlord’s good faith judgment, the Final Working Drawings are inconsistent with, or do not conform to, the Approved Preliminary Plans. If Landlord disapproves the Final Working Drawings, Landlord shall return the Final Working Drawings to Tenant with a statement of Landlord’s reasons for disapproval and/or specifying any required corrections or revisions. Landlord shall approve or disapprove of any such revisions to the Final Working Drawings within seven (7) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Final Working Drawings (as so approved, the “Approved TI Construction Drawings”). Tenant shall include provisions in it Design Professional Agreements (as defined in [Section 2.2.4]) which expressly allow Landlord to use any and all of the Approved TI Construction Drawings for the Tenant Improvements without any additional cost or payment if the Lease is terminated, subject to Landlord agreeing to indemnify Tenant’s Architect and Engineers in question if Landlord elects to use any of the Approved TI Construction Drawings without retaining Tenant’s Architect or Engineer for the portion of Tenant’s Work covered by the Design Profession Agreement in question.

Actual performance shall be compared to any predetermined Performance Goals to determine payout of Awards. An authorized Administrator shall then determine the percentage of the Target Award (using the related payout schedule) to be distributed to Employees for the relevant Performance Period as it may determine in its sole and complete discretion.

Following the close of each fiscal year, the Compensation Committee (with respect to incentives based on total Company performance) and the PIP Steering Committee (with respect to incentives based on segment, business unit, region and/or country performance) will determine the final achievement level of the financial and strategic performance targets and will apply the formula established by the Compensation Committee or PIP Steering Committee, as applicable, to determine the final business modifiers for the applicable fiscal year.

Procedures; Decisions Final. Actions of the Committee shall be made by the vote of a majority of its members. The determination of the Committee on all matters relating to this Plan and any amounts payable thereunder shall be final, binding and conclusive on all parties.

Final Space Plan. ​ will work with Architect to prepare a conceptual space plan for the Premises (collectively, the “Final Space Plan”) and will deliver the draft Final Space Plan to ​ on or before the date set forth in the Progress Schedule. The Final Space Plan shall # be consistent with ​’s requirements for avoiding engineering or other conflicts with the design and function of the ​’s Work (collectively, the “​ Requirements”), and # otherwise be subject to ​’s reasonable approval. ​ shall provide ​ with notice approving or reasonably disapproving the Final Space Plan within five (5) business days after ​’s receipt thereof. If ​ disapproves the Final Space Plan, ​’s notice of disapproval shall describe with reasonable specificity the basis for such disapproval, and ​, ​ and Architect shall expeditiously and in good faith work together to agree upon a mutually acceptable Final Space Plan.

Final Expiration Date. “Final Expiration Date” shall mean the date set forth in the Stock Option Grant Notice.