No Right or Obligation of Employment. Employee acknowledges and agrees that nothing in this Agreement shall confer upon Employee any right with respect to continuation of employment by ​, nor shall it interfere in any way with Employee’s right or ​’s right to terminate Employee’s employment at any time, with or without Cause.

No Right to Continue Service. Neither the Plan, this Certificate, nor any related material is intended to give the Director the right to continue to serve on the Board through the Service Term or otherwise.

No Conflicting Obligation. Employee hereby represents and warrants ​ that he or she # is not presently under and will not in the future become subject to any obligation to any person, entity or prior employer which is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way his/her performance of his/her employment with the Company and # has not disclosed and will not disclose ​, nor use for the Company’s benefit, any confidential information and trade secrets of any other person or entity, including any prior employer.

No Conflicting Obligation. I represent that I have not entered into any agreements and am not subject to any duties to third parties, which are inconsistent with the terms of this agreement. I agree that, during my employment with Company, I will not without Company’s express written consent, engage in any other employment, occupation, consulting or other business activity directly related to the

No Conflicting Obligation. Director represents that Director’s performance of all of the terms of this Agreement does not and will not breach or conflict with any agreement with a third party. Director understands that Director is not to breach any obligation of confidentiality that Director has to present or former employers, and agrees to fulfill all such obligations during the term of this Agreement. Director hereby agrees not to enter into any agreement that conflicts with this Agreement. Director further agrees not to bring to the Company or to use in the performance of Services for the Company any materials or documents of a present or former employer of Director, or any materials or documents obtained by Director from a third party under a binder of confidentiality, unless such materials or documents are generally available to the public or Director has authorization from such present or former employer or third party for the possession and unrestricted use of such materials.

No Employment. Employee agrees that he shall not unilaterally seek re- employment as an employee, temporary employee, leased employee or independent contractor with any of the ​ Entities, for a period of two (2) years following the Employee’s date of Separation from Service. Further, neither the Company nor any of the other ​ Entities shall rehire Employee as an employee, temporary employee, leased employee or independent contractor for a period of two (2) years following Employee’s date of Separation from Service, unless a necessary business reason exists for rehiring Employee and a committee, comprised of # an officer from the business unit of the ​ Entity seeking to rehire Employee and # the Chief Executive Officer of the Company, approves of such rehiring.

#No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

Performance to Continue. Each Party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a Party may suspend performance of its undisputed obligations during any period in which the other Party fails or refuses to perform its undisputed obligations.

No Right to Continued Employment or Future Awards. The granting of the RSUs shall impose no obligation on the Company or any of its Affiliates to continue the employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the employment of the Participant. In addition, the granting of the RSUs shall impose no obligation on the Company or any of its Affiliates to make awards under the Plan to the Participant in the future.

No Employment Rights. The Plan and this Agreement are not employment or service contracts, and will not be deemed to create in any way whatsoever any obligation on Optionee’s part to continue in the employ of the Company or a Subsidiary, or of the Company or a Subsidiary to continue Optionee’s employment. In addition, nothing herein shall obligate the Company or a Subsidiary to continue any relationship that Optionee might have as a Director or consultant for the Company or a Subsidiary.