Executive reaffirms Executive’s continuing obligations under the Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement dated May 17, 2017 (the “Restrictive Covenant Agreement”) and agrees to comply with Section 7 of the Employment Agreement regarding the property of the Company; provided, however, that, for purposes of clauses # – # of Section 4 of the Restrictive Covenant Agreement, # “Competing Business” shall mean any corporation, partnership, person or other entity that is # researching, developing or manufacturing gene therapies or cell therapies utilizing gene editing technology or # developing or manufacturing CAR-T products and product candidates and # “Company Business” shall mean the # research, development or manufacture of gene therapies or cell therapies using gene editing technology or # the development or manufacture of CAR-T products and product candidates. Notwithstanding the foregoing, Executive shall be specifically prohibited from performing services, as an employee, independent contractor, consultant or otherwise, for any of the following companies: Allogene Therapeutics, Inc.; Alnylam Pharmaceuticals, Inc.; Caribou Biosciences, Inc.; Cellectis S.A.; CRISPR Therapeutics, AG; Dicerna Pharmaceuticals, Inc.; Editas Medicine, Inc.; Intellia Therapeutics, Inc.; Sangamo Therapeutics, Inc.; Servier or Beam Therapeutics, Inc. In addition, Executive agrees to promptly notify the Company in the event Executive becomes employed by, or is otherwise engaged to provide services to, any other entity during the one-year period following the Separation Date.

If Executive’s employment terminates for any of the reasons set forth in Sections 4(d)(i), 4(d)(ii), 4(d)(iii), 4(d)(iv), and 4(d)(vi) above, then the Company will pay Executive # all accrued but unpaid wages, based on Executive’s then current base salary, through the termination date; and # all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of Executive’s termination date. Amounts payable pursuant to this Section 5 shall be paid within the time required by the state of Washington.

Post-Termination Obligations. Employee agrees to remain bound by any Company agreement relating to confidential information, invention, nonsolicitation, arbitration, or similar matters to which Employee is now subject. The provisions of the [[MicroStrategy:Organization]] Agreement, or any similar agreements Employee may have executed at the Company, herein referred to as the “[[MicroStrategy:Organization]] Agreement”, including but not limited to the [[MicroStrategy:Organization]] Agreement signed by Employee on October 2, 2019, are incorporated as if set forth fully herein.

If Executive’s employment terminates for any of the reasons set forth in Sections 4(d)(i), 4(d)(ii), 4(d)(iii), 4(d)(iv), and 4(d)(vi) above, then the Company will pay Executive # all accrued but unpaid wages, based on Executive’s then current base salary, through the termination date; and # all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of Executive’s termination date. Amounts payable pursuant to this Section 5 shall be paid within the time required by the state of Arizona.

Post-Termination. In the event this Agreement expires or is terminated and [[Macy’s:Organization]] gives written notice that it shall not exercise its option referred to in Section 16.2 of this Agreement or otherwise fails to exercise its purchase option within the time period specified in Section 16.2, and if Bank is not obligated to release [[Macy’s:Organization]] from its obligations pursuant to Section 5 above, the Letter of Credit, the LC Cash Account, or the LC Reserve Account, as applicable, shall remain available for full or partial draws by Bank and, in connection with any full or partial draw of the Letter of Credit, the LC Cash Account, or the LC Reserve Account, as applicable, for a period of [●] following the date on which Credit Cards are no longer accepted for payment in [[Macy’s:Organization]] Channels.

Post-Termination Obligations. Executive reaffirms Executive’s continuing obligations under the Proprietary Information Agreement between Executive and the Company dated as of ​, 2020, and, without limiting the foregoing, Executive remakes the non-competition covenants set forth in the Proprietary Information Agreement as if set forth herein. In addition, Executive agrees to refrain from Disparaging (as defined below) the Company and its affiliates, including their respective services, technologies, practices, directors and officers. The Company agrees to instruct its officers and directors to refrain from Disparaging Executive. Nothing in this Section shall preclude any Party from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to defend or enforce a Party’s rights under this Agreement or the Employment Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the individual or entity being disparaged.

Post-Termination Obligations. Employee agrees to remain bound by any Company agreement relating to confidential information, invention, nonsolicitation, arbitration, or similar matters to which Employee is now subject. The provisions of the [[MicroStrategy:Organization]] Agreement, or any similar agreements Employee may have executed at the Company, herein referred to as the “[[MicroStrategy:Organization]] Agreement”, including but not limited to the [[MicroStrategy:Organization]] Agreement signed by Employee on November 16, 2014, are incorporated as if set forth fully herein.

Post-Termination. Following expiration or termination of this Agreement for any reason, upon the written request of the Disclosing Party, the Receiving Party will, at the Disclosing Party’s option, promptly # return all materials containing any of the Disclosing Party’s Confidential Information to the Disclosing Party or # destroy all materials containing any of the Disclosing Party’s Confidential Information and certify such destruction in writing to the Disclosing Party; provided that the Receiving Party will be authorized to retain one copy of the Disclosing Party’s Confidential Information in its Legal Department for the sole purpose of determining any continuing obligation of the Receiving Party with respect to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party will not be required to destroy or delete electronic copies (including emails) that have become embedded in its electronic storage systems through routine backup processes. Any of the Disclosing Party’s Confidential Information so retained by the Receiving Party will continue to be subject to all of the confidentiality, non-use, and other terms of this Agreement.

Post-Termination Obligations. Employee agrees to remain bound by any Company agreement relating to confidential information, invention, arbitration, or similar matters to which Employee is now subject. The provisions of the [[MicroStrategy:Organization]] Agreement, or any similar agreements Employee may have executed at the Company, herein referred to as the “[[MicroStrategy:Organization]] Agreement”, including but not limited to the [[MicroStrategy:Organization]] Agreement signed by Employee on July 2, 2018, are incorporated as if set forth fully herein, with the exception of any non-solicitation and/or non-competition provision, which are not incorporated. Following the Termination Date, Employee shall not represent to any third party or otherwise that he/she is an employee or agent of, or otherwise affiliated with, the Company. The Company confirms that Employee is not restricted from working with Heidrick & Struggles International Incorporated.

Post-Termination Obligations. Executive reaffirms Executive’s continuing obligations under the Proprietary Information Agreement between Executive and the Company