Consulting Term. The Company and Executive agree as of the Effective Date of this Agreement and through the Start Date (as defined below) (the “Consulting Term”), Executive will provide consulting services (the “Consulting Services”) to the Company as an independent contractor. Executive has the right to control and direct the place, means, manner, and method by which the Consulting Services will be performed. Executive shall select the days of the Consulting Services, starting and quitting times, and order in which the Consulting Services are performed. Executive agrees that such Consulting Services constitute significantly less services than Executive would otherwise be required to perform if regularly employed by the Company.

Consulting Engagement and Term. For a term commencing as of the Effective Date and ending ​, the Company shall engage the Consultant to serve the Company in various capacities a described herein. The Consultant hereby accepts such engagement, upon the terms and conditions hereinafter set forth.

Compensation During Consulting Term. During his provision of the Consulting Services in the Consulting Term, Executive shall invoice the Company each Monday before ​ MST for any services provided on an hourly basis (up to a total of 40 hours per week) at ​ per hour, for which Executive will receive a Form 1099 (the “Consulting Payments”). Failure to timely submit an invoice to Company shall not constitute a waiver of amounts due and owing to Executive, but shall be treated as part of the invoice for the week in which it is submitted.

Expenses During Consulting Term. The Company shall reimburse Executive for all reasonable out-of-pocket business and travel expenses, incurred by Executive in the performance of Executive’s duties and responsibilities hereunder. Such reimbursement shall be subject to the Company’s Policies for expense pre-approval, verification, documentation and reimbursement.

Termination of Consulting Term. Notwithstanding anything to the contrary, the Consulting Services shall automatically end on ​ (the “Consulting End Date”), unless Executive’s consulting engagement is otherwise altered by agreement of the Parties. The Company and Executive can end the Services upon one-hundred and twenty (120) days’ notice, in which case any provision of this Agreement unrelated to the Consulting Services will become null and void.

Duties During Consulting Term. For the avoidance of doubt, Executive may provide part-time consulting services to other entities through the Consulting End Date, so long as such part-time consulting services do not conflict with the Consulting Services, do not pose a conflict of interest, do not violate Executive’s obligations under this Agreement, and do not compete in any way with the Company.

Consulting. I agree to serve as a consultant to the Company for the period commencing on the date of this Agreement and concluding on the date set forth on [Exhibit A] hereto, subject to the termination of this Agreement in accordance with [Section 7]. The period during which I serve as a consultant to the Company is referred to as the "Consulting Period".

Termination of Employment or Consulting Relationship. The Committee shall establish and set forth in the applicable Award Agreement the terms and conditions on which an SAR shall remain exercisable, if at all, following termination of a Participant’s Continuous Service. The provisions of [Section 6(h)] shall apply to the extent an Award Agreement does not specify the terms and conditions upon which an SAR shall terminate when a Participant’s Continuous Service terminates.

Termination of Employment or Consulting Relationship. Except as otherwise set forth in this [Section 9(b)], the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to [Section 7]).

Consulting Services. During the Term, the Company hereby agrees to enter into a non-exclusive consulting relationship with the Consultant, and the Consultant hereby agrees to enter into such non-exclusive consulting relationship with the Company (the “Consulting Relationship”), to serve as Interim Chief Financial Officer to the Company rendering executive and management services of the type customarily provided by persons employed in similar capacities in the banking industry including, but not limited to, management of the accounting and finance function to close the books and to produce regular regulatory and SEC reporting (including any appropriate certifications thereof with such certifications to commence with respect to the third quarter of ​) on schedule along with regular reports to management and the Board of Directors (collectively, the “Consulting Services”). In performing the Consulting Services, the Consultant shall report directly to Curtis Simard, Chief Executive Officer (“CEO”) of the Company, or anyone else as the CEO or his designee may direct.

Term. The maximum term of each Option granted to a Non-Employee Director hereunder shall be ten (10) years from the date the Option is granted.

Term. Subject to the terms hereof, Executive’s employment hereunder shall commence as of the date hereof and shall continue until terminated hereunder by either party.

Term. The term of this Agreement (the “Term”) shall become effective as of the Effective Date and shall remain in effect until the earliest of:

Term. No ISO may be exercisable on or after the tenth anniversary of the Date of Grant, and no ISO may be granted under this Plan on or after the tenth anniversary of the effective date of this Plan.

Term. Any unexercised portion of a Stock Appreciation Right granted hereunder shall expire at the end of the stated term of the Stock Appreciation Right. The Committee shall determine the term of each Stock Appreciation Right at the time of grant, which term shall not exceed ten years from the Date of Grant. The Committee may extend the term of a Stock Appreciation Right, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten years.

Term. The term of this Sublease (the “Term”) shall commence on ​, or upon such later date as substantial completion of the Tenant Improvements occurs, both subject to Sublandlord obtaining a Certificate of Occupancy or equivalent government approval for occupancy of the Premises (the “Commencement Date”) and shall expire on the last day of the thirty-sixth (36th) full calendar month following the Commencement Date (the “Expiration Date”). The date this Sublease actually terminates is referred to herein as the “Termination Date”. Promptly after the determination of the Commencement Date, Sublandlord and Subtenant shall execute and deliver a commencement letter in a form prepared by Sublandlord (the “Commencement Letter”) in the form attached as [Exhibit C]. Subtenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 10 days after the date of receipt the Commencement Letter shall be deemed an approval by Subtenant of the statements contained therein.

Term. This Agreement will become effective on the Effective Date and, unless earlier terminated pursuant to this [Article 16], will expire # on a Product-by-Product and country-by-country basis, # in the Shared Territory, on the date on which neither Party is Researching, Developing or Commercializing such Product (or any Research Candidate or Development Candidate therefor), and # in the Licensed Territory, at the end of the applicable Royalty Term for such Product, and # on a Reversion Product-by-Reversion Product and country-by-country basis, until such time as no further payments are owed by the Continuing Party to the Opt-Out Party for such Reversion Product in such country (the last such period, the “Term”).

Term. Unless this Agreement is earlier terminated pursuant to [Section 4.2], Seller shall cause the Transition Services to be provided commencing on the Closing Date and continuing for a period of eighteen (18) months, subject to earlier termination pursuant to [Section 1.2] (the “Service Period”). This Agreement shall expire at the end of the Service Period or such earlier date upon which all Transition Services are terminated pursuant to [Section 1.2] or this Agreement is terminated pursuant to [Section 4.2] (the “Expiration Date”). ​ and the ​ shall use commercially reasonable efforts to end its need for Transition Services, in whole and in part, as soon as reasonably practicable.

Term. The Term of this Assignment Agreement shall initiate on the Effective Date recited above and shall continue until the date on which Roth ceases to be the record owner of the Interest, except that, if Roth ceases to be the record owner of the Interest in violation of his covenants herein, the rights of Golden Royal hereunder shall continue until said violation is remedied.

Term. The Term of Executive’s employment under the Agreement shall commence on the First Amendment Effective Date, and shall continue, unless sooner terminated, until ​. The Term and any further extension that may be mutually agreed upon by the Company and Executive are subject to early termination as provided elsewhere herein. Upon expiration of the Term, Executive shall be deemed an at-will employee of Company, and the terms and conditions of this Agreement, including any entitlement in separation benefits, shall terminate, except for those terms that expressly survive the Extended Term or termination of employment.