Cessation of Compensation. Upon termination or expiration of the Term of this Agreement, the Consultant shall be entitled to no further compensation or severance, except: # to the extent that the Consultant has not been paid the Retainer through the date of termination or expiration, the Consultant shall be entitled to the Retainer for Services that have been provided through the date of termination or expiration; and # the Consultant shall be entitled to reimbursement for business expenses incurred in connection with providing Services prior to termination or expiration of the Term of this Agreement.

The ​ may terminate this Agreement without cause by making a lump sum payment to the Consultant that is equivalent to 12-months of base fees payable to the Consultant within thirty (30) days of the termination date. The Consultant shall be entitled to terminate this Agreement without cause by delivering notice in writing to the ​ no later than 30 days prior to the date of termination. In the event that the Consultant terminates this Agreement within one year of the Effective Date, the Consultant shall refund the Signing Bonus in full to the ​ within thirty (30) days of the termination date.

Termination by Mutual Agreement; Death. The engagement of Consultant pursuant to [Section 1] may be terminated at any time by mutual agreement of the parties. The engagement of Consultant pursuant to [Section 1] will automatically terminate if Consultant dies during the Consulting Term.

In the event of the termination of this Agreement by the Consultant without Good Reason, or in the event of the termination of this Agreement by the Company for Cause, then Consultant shall be paid the base consulting fee and expense reimbursement through the date of termination and no further amounts whatsoever shall be payable hereunder.

Possession. Consultant agrees that upon termination of this Agreement, or upon request by the Company, Consultant shall turn over to the Company all documents, files, office supplies and any other material or work product in Consultant’s possession or control that were created pursuant to or derived from Consultant’s services to the Company.

Termination of Status as Eligible Employee, Director or Consultant. The Holder of an Option must be an active employee, Consultant, or Director at the time of the exercise of an Option, unless otherwise provided in the applicable Option Certificate.

Services. Upon termination of this Agreement, Consultant shall be relieved of performing the services.

Rights and Obligations upon Termination. Upon any termination of the engagement of Consultant, the obligations of Consultant to provide the Services, and the obligations of the Company to continue to pay Consultant pursuant to [Section 3], shall terminate immediately upon any such event, and neither party will have any further rights against or owe any further obligations to the other party, except for # rights or obligations arising out of a breach of the terms hereof, # rights to the compensation due and payable under [Section 3] through the date of termination of the engagement of Consultant, and # the rights and obligations of the parties under [Section 6] and [Section 7] of this Agreement.

Consultant shall immediately notify ​ of any violation of this policy, whether by Consultant or ​’ employees. Upon receipt of notice, ​ will evaluate the situation and take whatever action ​ deems appropriate, which may include suspension or termination of any agreement between ​ and Consultant.

The Consultant undertakes to return all material, documentation and other property of the Company at the termination of the Agreement.