Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option, to the extent that the Option is vested on the date of termination, within three (3) months of termination, or such shorter or longer period of time, as is specified in the Award Agreement or in writing by the Administrator, in each case, in no event later than the expiration of the term of such Option as set forth in the Award Agreement. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

Termination of Service Relationship. Except as set forth in [Section 3(c)] of the Plan, if the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

Termination of Service Relationship. If the grantee’s Service Relationship is with a Subsidiary and such Subsidiary ceases to be a Subsidiary, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.

Administrative Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed here.

Subject to the terms (including any limitations and restrictions) of any applicable software or hardware licensing agreement then in effect between Service Provider and any licensor, Service Provider shall, upon termination of this Agreement, grant to Company a perpetual license, without payment of any fee, in any electronic data processing software developed or used by the Service Provider in connection with the Services provided to the Company hereunder if such software is not commercially available and is necessary, in the Company’s reasonable judgment, for the Company to perform subsequent to termination the functions provided by the Service Provider hereunder.

Working Facilities and Expenses. The Service Provider and the Contract Employees shall provide the Services from its own premises. The Contract Employees necessary to discharge the Service Provider’s obligations and responsibilities hereunder shall be employees or consultants of the Service Provider and shall be hired, paid and discharged by the Service Provider in its reasonable discretion and at the Service Provider’s sole expense; provided, however, that if the Company (exercising reasonable judgment, in good faith) shall request the Service Provider to terminate the participation and responsibilities of any Contract Employee in respect of the Company or its customers, then the Service Provider shall effect such termination. The Service Provider shall determine the number of Contract Employees necessary to discharge the Service Provider’s obligations and responsibilities hereunder.

TERMINATION. This Agreement shall remain in effect until terminated by either Recipient or Service Provider upon giving ninety (90) days’ advance written notice provided, however, that one hundred and eighty days (180) notice must be given with respect to electronic data processing security. Subject to the terms and conditions (including any limitations and restrictions) of any applicable software or hardware licensing agreement then in effect between Service Provider and any licensor, Service Provider shall, upon termination of this Agreement, grant to Recipient a perpetual license, without payment of any fee, in any electronic data processing software developed or used by Service Provider in connection with the services provided to Recipient hereunder if such hardware is not commercially available and is necessary, in Recipient’s reasonable judgment, for Recipient to perform subsequent to termination hereof the functions provided by Service Provider hereunder.

Owners, in their sole discretion, shall have the right to terminate this Agreement without cause by providing written notice to Service Provider at least thirty (30) days in advance of the date of termination or other minimally necessary time period such that Service Provider complies with federal and state notice requirements (e.g., WARN Act) as measured from the date of written notice of termination. In the event of such a termination, Service Provider shall be compensated in accordance with the terms of [Section 20.3]. In no event shall termination costs include such costs as loss of anticipated profit.

Capital Provider. Client has entered into an Advisory Services Agreement with Dominion Harbor Group, LLC (the “Capital Provider”) dated ​, pursuant to which Capital Provider has agreed to pay the Enforcement Expenses pursuant to [Section 10] of this Agreement. In the event of Capital Provider’s breach of its duty to pay Enforcement Expenses and failure to cure such breach within forty-five (45) days of written notice from BJC to Clientof suchbreach,thepartiesagreethatBJCshallcontinuetopursueitsactivitiesunderthisAgreement with the following modifications, so long as such breach has not occurred within one year of the effective date of thisAgreement:

No Effect on Terms of Employment or Consulting Relationship. The Plan shall not confer upon any Participant any right as a Service Provider, nor shall it interfere in any way with his right or the right of the Company or a Parent or Subsidiary to terminate the Participant’s service at any time, with or without cause, and with or without notice. There is no obligation for uniformity of treatment of any Service Provider of the Company or any Participant.

Survivability. The Parties agree that the provisions and obligations of this Agreement which, by their nature, require or contemplate full or partial performance after the termination or expiration of this Agreement or the Executive’s service relationship with the Company will survive termination of the service relationship or this Agreement.

Not a Contract or Guarantee of Employment. Subject to applicable law, nothing in this Option Agreement, in the Grant Notice or in the Plan shall confer upon Optionee any right to continue to serve as a Service Provider, nor shall it interfere in any way with the Company’s right to terminate Optionee’s Service Provider relationship at any time, with or without cause and with or without prior notice.

In the case that the Service Provider or any of the Contract Employees are working at the Company’s premises, other than in the performance of the Service Provider’s duties for the Company, the Service Provider will not remove from the Company’s premises any Company property or confidential information in any form. Upon termination of this Agreement, the Service Provider shall return to the Company all Company property then in the Service Provider’s including in Contract Employees’ possession.

In the event of the Participant’s termination of service or death, all RSUs which are not vested shall be forfeited and of no further effect.