Common use of Exclusive Services Clause in Contracts

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to (a) personal and family investments or investments, (b) serving on community and civic boards, or (c) participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the CompanyBoard. The Company Board may require termination of Employee’s participation in other business or public activities if the CompanyBoard, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. For so long as the Executive/Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with the duties to is employed by the Company, as determined the Executive/Employee shall devote his full working time, attention and skill to his/her duties hereunder, shall faithfully serve the Company, shall properly perform his/her duties and exercise his/her powers, comply with the Company or Group policies applicable to him/her from time to time regarding business conduct, confidentiality and otherwise, shall in good faith all respects conform to and comply with the lawful directions and instructions given to him by the Board. Employee agrees that he will not join any boards, other than community CEO and civic boards (which do not interfere with Employee’s duties the Board and shall use his best efforts to promote and serve the Company), without the prior approval interests and reputation of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise Executive/Employee will comply with the Company’s normal hours of work. The Executive/Employee may from time to time be required to work any additional hours the Company considers necessary to meet its business interests needs but will not receive any further remuneration for any hours worked in addition to the normal working hours. Further, the Executive/Employee shall not, directly or conflict indirectly, render services to any other person or organization without the consent of the CEO or the Board or otherwise engage in activities that would interfere with his faithful performance of his/her duties hereunder. Notwithstanding the foregoing, the Executive/Employee (i) may serve on corporate, civic or charitable boards or engage in charitable activities, (ii) may continue to serve on the boards of directors of any corporation on which the Executive/Employee is serving as a director on the Effective Date and (iii) may manage personal investments, in each case, with the prior consent of the CEO or the Board, and for as long as and to the extent such activity does not interfere with the performance of the Executive’s/Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Causehereunder.

Exclusive Services. Employee Initially, you shall at all times faithfully, industriously devote a minimum of 70% of your working time and attention to the best business affairs of Employee’s abilitythe Company and its affiliates and may devote the remainder of your time to another employer or employers, experience and talent perform which employer(s) shall be subject to the satisfaction prior approval of the Board all CEO, such approval not to be unreasonably withheld; however, at such time as the Company initiates an initial public offering process (as defined for this purpose by the holding of an “organizational meeting” with the investment banking syndicate), you shall then devote your full working time and attention to the business affairs of the duties that may be assigned to Employee hereunder Company and its affiliates and, upon no less than fourteen days notice of same, shall devote substantially all of his productive time and efforts to the performance of such dutiescease engagement with any other employer. Subject to the terms of the Confidential Company’s Proprietary Information and Inventions Assignment Agreement, and as described below, this shall not preclude Employee you from (a) devoting time to personal and family investments or serving on community and civic boardsinvestments, or (b) participating in industry associations, (c) your role as a venture partner to ARCH or (d) serving on the board of directors of Relay Therapeutics, noting that any other potential positions on the board of directors of any other company shall be subject to the prior approval of the CEO or the Board of Directors (the “Board”), provided such activities do not interfere with the your duties to the Company, as determined in good faith by the CEO or the Board. Employee agrees To avoid conflicts of interest, it is understood and agreed that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment while employed by the Company, except other than your current engagement as approved by the CEO and your position on behalf the board of directors of Relay Therapeutics, you will not engage in any other employment, consulting, board, advisory or other business activity, unless you first obtain the approval of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for CauseCEO.

Exclusive Services. Employee shall at all times faithfullyDuring the Term, industriously the Executive agrees (a) to serve as the Company’s Chief Executive Officer and to perform the best services customarily performed by persons in similar executive capacities, (b) to discharge any other duties and responsibilities that the Board assigns, (c) if elected, to serve as an officer and/or director of Employee’s ability, experience and talent perform to the satisfaction any direct or indirect subsidiary of the Board all of Company, (d) to primarily perform his duties hereunder at the duties that Company’s principal business offices, as such may be assigned located from time to Employee hereunder time, unless otherwise agreed in writing between the Board and shall the Executive, (e) except for periods of absence because of illness, vacations of reasonable duration and any leaves of absence approved by the Board to (i) devote substantially all his full attention and energies to promoting the Company’s business, (ii) fulfill the obligations described in this Agreement and (iii) exercise the highest degree of his productive time loyalty and efforts to the highest standards of conduct in the performance of such his duties. Subject , and (f) in addition to the terms obligations described in Section 10, not to engage in any other business activity, whether or not for gain, profit or other pecuniary advantage, that does not involve promoting the Company’s business. However, the Executive may serve as a director of entities that are not related to the Company if that service (A) does not violate any term or condition of this Agreement, (B) does not injure the Company or any entity related to the Company, (C) is not prohibited by law or by rules adopted by the Company, and (D) is approved in advance by the Board. The restrictions described in this section will not be construed to prevent the Executive from (a) investing his personal assets in (i) businesses that do not compete or do business with the Company and do not require the Executive to perform any services connected with the operation or affairs of the Confidential Information and Inventions Assignment Agreementbusinesses in which the investment is made or (ii) stocks or corporate securities described in Section 10 but subject to the limits described in that section, this shall not preclude Employee from devoting time to personal and family investments or (b) participating in, or serving on community as a trustee or director of, civic and civic boardscharitable organizations or activities, or participating in industry associations, provided such activities do but only if this activity does not interfere with the performance of his duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of under this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for CauseAgreement.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to (i) performing services (A) for the San Diego Zoo regarding vaccinations for wild animals and (B) regarding the NIH adjuvant BAA contract with the University of Maryland for approximately five (5) hours per month, (ii) personal and family investments or investments, (iii) serving on community and civic boards, or (iv) participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the CompanyBoard. The Company Board may require termination of Employee’s participation in other business or public activities if the CompanyBoard, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Except as otherwise provided in this Agreement, during Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his her productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he she will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 1514, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee For so long as the Executive is employed by the Company and/or the Bank, the Executive shall at all times faithfullyfaithfully and efficiently devote his full time, industriously attention, energy, experience, and talents to his duties hereunder and to serving the best of Employee’s ability, experience business and talent perform to the satisfaction affairs of the Board Company and the Bank and their respective subsidiaries; shall in all respects conform to and comply with the lawful and good faith directions and instructions given by the any or all of the duties that may be assigned to Employee hereunder Boards and/or the Executive Chairman of the Company or Bank; and shall devote substantially all use his best efforts to promote and serve the interests of the Company and the Bank and their respective subsidiaries and affiliates. Further, unless the Boards and Executive Chairman of the Company and of the Bank each consent in writing, the Executive shall not, directly or indirectly, render services to any other person or organization or otherwise engage in activities that will or may interfere with the Executive’s faithful performance of his productive time and efforts to duties hereunder. During the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment AgreementEmployment Period, this it shall not preclude Employee from devoting time be a violation of ‎this Employment Agreement for the Executive to personal and family investments or serving (i) serve on community and civic boardscorporate, civic, or participating in industry associationscharitable boards or ‎committees, for organizations or enterprises that do not compete with the Company or its affiliates, provided the Executive receives prior written permission from the Boards; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; ‎or (iii) manage his and his family's personal investments, so long as such activities do not ‎materially interfere with the duties to performance of the CompanyExecutive's responsibilities as an employee and fiduciary of the ‎Company and the Bank in accordance with this Employment Agreement, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval sole judgment of the Company‎the Boards. The Company may require termination of Employee’s participation Executive shall perform all such services in other business or public activities if accordance with the Companypolicies, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment ‎procedures and rules established by the Company, except on behalf the Bank, and the Boards. In addition, the ‎Executive shall comply with all laws, rules and regulations that are applicable to the ‎Company and/or the Bank or their respective subsidiaries or affiliates and their respective employees, directors and officers.‎ Notwithstanding the foregoing, the Executive shall immediately resign from any extracurricular activities that impair or otherwise conflict with Executive’s performance under this Employment Agreement unless permission is granted in writing by the Boards, to be determined at sole discretion of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for CauseBoards.

Exclusive Services. Employee shall at all times faithfullyIt is understood and agreed that the Executive may not engage in any other business activity during the Employment Term, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall whether or not preclude Employee from devoting time to personal and family investments for profit or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company)remuneration, without the prior approval written consent of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee the Executive may purchase make personal financial investments which do not involve any material active participation on his part, and may engage in charitable, philanthropic, educational, religious, civic and similar types of activities to the extent that such activities do not hinder or otherwise interfere with the business of the Company or any affiliate or subsidiary of the Company, or the performance of the Executive's duties under this Agreement. Notwithstanding the foregoing, during the Employment Term, Executive shall not directly or indirectly acquire up to any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company, but this shall not be construed as preventing Executive from (but a) investing his personal assets in businesses that do not more thancompete with the Company and in which his participation is solely that of an investor; (b) one purchasing securities in any business the securities of which are regularly traded provided that such purchase shall not result in his collectively owning beneficially at any time five percent (15%) or more of any class of the equity securities of any enterprise entity engaged in a business competitive to that of the Company; (but without c) purchasing securities of mutual funds and other pooled investment vehicles, indices or baskets; or (d) participating in conferences, preparing or publishing papers or books or teaching, with the activities prior approval of the board of directors. Prior to commencing any activity described in clause (d), the Executive shall inform the board of directors of the Company in writing of such enterprise) if such securities are listed on any national or regional securities exchangeactivity. If It is also understood and agreed that the Board determines Employee is in breach Executive will not compete with the Company during the Employment Term. For purposes of this Section 15Agreement, and provided such breach the phrase "compete with the Company," or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by, or lends money to, any business or activity which is not cured within thirty (30) days or which becomes, at the time of written notification the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of such breach from the Boardproducts, then proposed products or services of the Company may terminate Employee’s employment for CauseCompany.

Exclusive Services. Employee For so long as the Executive is employed by the Company and/or the Bank, the Executive shall at all times faithfullyfaithfully and efficiently devote his full time, industriously attention, energy, experience, and talents to his duties hereunder and to serving the best of Employee’s ability, experience business and talent perform to the satisfaction affairs of the Board Company and the Bank and their respective subsidiaries; shall in all respects conform to and comply with the lawful and good faith directions and instructions given by the any or all of the duties that may be assigned to Employee hereunder Boards and/or the Executive Chairman of the Company or Bank; and shall devote substantially all use his best efforts to promote and serve the interests of the Company and the Bank and their respective subsidiaries and affiliates. Further, unless the Boards and Executive Chairman of the Company and of the Bank each consent in writing, the Executive shall not, directly or indirectly, render services to any other person or organization or otherwise engage in activities that will or may interfere with the Executive’s faithful performance of his productive time and efforts to duties hereunder. During the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment AgreementEmployment Period, this it shall not preclude Employee from devoting time be a violation of this Employment Agreement for the Executive to personal and family investments or serving (i) serve on community and civic boardscorporate, civic, or participating in industry associationscharitable boards or committees, for organizations or enterprises that do not compete with the Company or its affiliates, provided the Executive receives prior written permission from the Boards; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; or (iii) manage his and his family's personal investments, so long as such activities do not materially interfere with the duties to performance of the CompanyExecutive's responsibilities as an employee and fiduciary of the Company and the Bank in accordance with this Employment Agreement, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval sole judgment of the CompanyBoards. The Company may require termination of Employee’s participation Executive shall perform all such services in other business or public activities if accordance with the Companypolicies, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment procedures and rules established by the Company, except on behalf the Bank, and the Boards. In addition, the Executive shall comply with all laws, rules and regulations that are applicable to the Company and/or the Bank or their respective subsidiaries or affiliates and their respective employees, directors and officers. Notwithstanding the foregoing, the Executive shall immediately resign from any extracurricular activities that impair or otherwise conflict with Executive’s performance under this Employment Agreement unless permission is granted in writing by the Boards, to be determined at sole discretion of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for CauseBoards.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to (i) performing services (A) for the San Diego Zoo regarding vaccinations for wild animals and (B) regarding the NIH adjuvant BAA contract with the University of Maryland for approximately five (5) hours per month, (ii) personal and family investments or investments, (iii) serving on community and civic boards, or (iv) participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Except as otherwise provided in this Agreement, during Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the CompanyBoard. The Company Board may require termination of Employee’s participation in other business or public activities if the CompanyBoard, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all at least forty percent (40%) of his productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, or engaging in other business activities (including providing consulting services to other entities), provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the CompanyBoard. The Company Board may require termination of Employee’s participation in other business or public activities if the CompanyBoard, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company)) in the fields of respiratory syncytial virus and cytomegalovirus or any other vaccine indications in development by the Company, anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his productive time and efforts to the performance of such dutieshereunder. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, or engaging in other business or public activities (including providing consulting services to other entities, being employed by other entities and/or serving on the board of other entities), provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boardsNotwithstanding the foregoing, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During during Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company)) in the fields of respiratory syncytial virus and cytomegalovirus or any other vaccine indications then in development by the Company, anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all such portion of his productive time and efforts to the performance of such dutiesduties as is required under this Agreement. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, or engaging in other business or public activities (including providing consulting services to other entities, being employed by other entities and/or serving on the board of other entities), provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boardsNotwithstanding the foregoing, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During during Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company)) in the fields of respiratory syncytial virus and cytomegalovirus or any other vaccine indications then in development by the Company, anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 1513, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfullyDuring the Term, industriously the Executive agrees (a) to serve as the Company's Chief Executive Officer and to perform the best services customarily performed by persons in similar executive capacities, (b) to discharge any other duties and responsibilities that the Board assigns, (c) if elected, to serve as an officer and/or director of Employee’s ability, experience and talent perform to the satisfaction any direct or indirect subsidiary of the Board all of Company, (d) to primarily perform his duties hereunder at the duties that Company's principal business offices, as such may be assigned located from time to Employee hereunder time, unless otherwise agreed in writing between the Board and shall the Executive, (e) except for periods of absence because of illness, vacations of reasonable duration and any leaves of absence approved by the Board to (i) devote substantially all his full attention and energies to promoting the Company's business, (ii) fulfill the obligations described in this Agreement and (iii) exercise the highest degree of his productive time loyalty and efforts to the highest standards of conduct in the performance of such his duties. Subject , and (f) in addition to the terms obligations described in Section 10, not to engage in any other business activity, whether or not for gain, profit or other pecuniary advantage, that does not involve promoting the Company's business. However, the Executive may serve as a director of entities that are not related to the Company if that service (i) does not violate any term or condition of this Agreement, (ii) does not injure the Company or any entity related to the Company, (iii) is not prohibited by law or by rules adopted by the Company, and (iv) is approved in advance by the Board. The restrictions described in this section will not be construed to prevent Executive from (a) investing his personal assets in (i) businesses that do not compete or do business with the Company and do not require Executive to perform any services connected with the operation or affairs of the Confidential Information and Inventions Assignment Agreementbusinesses in which the investment is made or (ii) stocks or corporate securities described in Section 10 but subject to the limits described in that section, this shall not preclude Employee from devoting time to personal and family investments or (b) participating in, or serving on community as a trustee or director of, civic and civic boardscharitable organizations or activities, or participating in industry associations, provided such activities do but only if this activity does not interfere with the performance of his duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of under this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for CauseAgreement.

Exclusive Services. Employee shall at all times faithfully, industriously and to the best of Employee’s ability, experience and talent perform to the satisfaction of the Board all of the duties that may be assigned to Employee hereunder and shall devote substantially all of his her productive time and efforts to the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with the duties to the Company, as determined in good faith by the Board. Employee agrees that he she will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Cause.

Exclusive Services. Employee shall at all times faithfullyDuring the Term, industriously the Executive agrees (a) to serve as the Company’s Chief Executive Officer and to perform the best services customarily performed by persons in similar executive capacities, (b) to discharge any other duties and responsibilities that the Board assigns, (c) if elected, to serve as an officer and/or director of Employee’s ability, experience and talent perform to the satisfaction any direct or indirect subsidiary of the Board all of Company, (d) to primarily perform his duties hereunder at the duties that Company’s principal business offices, as such may be assigned located from time to Employee hereunder time, unless otherwise agreed in writing between the Board and shall the Executive, (e) except for periods of absence because of illness, vacations of reasonable duration and any leaves of absence approved by the Board to (i) devote substantially all his full attention and energies to promoting the Company’s business, (ii) fulfill the obligations described in this Agreement and (iii) exercise the highest degree of his productive time loyalty and efforts to the highest standards of conduct in the performance of such his duties. Subject , and (f) in addition to the terms obligations described in Section 10, not to engage in any other business activity, whether or not for gain, profit or other pecuniary advantage, that does not involve promoting the Company’s business. However, the Executive may serve as a director of entities that are not related to the Company if that service (a) does not violate any term or condition of this Agreement, (b) does not injure the Company or any entity related to the Company, (c) is not prohibited by law or by rules adopted by the Company, and (d) is approved in advance by the Board. The restrictions described in this section will not be construed to prevent the Executive from (a) investing his personal assets in (i) businesses that do not compete or do business with the Company and do not require the Executive to perform any services connected with the operation or affairs of the Confidential Information and Inventions Assignment Agreementbusinesses in which the investment is made or (ii) stocks or corporate securities described in Section 10 but subject to the limits described in that section, this shall not preclude Employee from devoting time to personal and family investments or (b) participating in, or serving on community as a trustee or director of, civic and civic boardscharitable organizations or activities, or participating in industry associations, provided such activities do but only if this activity does not interfere with the performance of his duties to the Company, as determined in good faith by the Board. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with Employee’s duties to the Company), without the prior approval of the Company. The Company may require termination of Employee’s participation in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties to the Company. During Employee’s employment by the Company, except on behalf of the Company, Employee will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known by Employee to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of under this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for CauseAgreement.

Exclusive Services. Employee For so long as you are employed by the Company, you shall at all times faithfullydevote your full time working time to your duties hereunder, industriously shall conform to and use his good faith efforts to comply with the best of Employee’s abilitylawful and good faith directions and instructions given to you by the CEO, experience and talent perform shall use your good faith efforts to promote and serve the satisfaction interests of the Board all Company. Further, you shall not, directly or indirectly, render services to any other person or organization without the consent of the Company or otherwise engage in activities that would interfere with the faithful performance of your duties that hereunder. Notwithstanding the foregoing, subject to and in accordance with the Company’s policies (including, without limitation, the Company’s Code of Conduct and Corporate Governance Principles) as may be assigned in effect from time to Employee hereunder time, you may (i) serve on corporate boards, with the prior consent of the CEO, (ii) serve on civic or charitable boards or engage in charitable activities without remuneration therefor, and shall devote substantially all of his productive time (iii) manage your personal investments and efforts to affairs, and serve as an executor, trustee, or in a similar fiduciary capacity in connection therewith, provided that such activities do not, individually or in the aggregate, (i) conflict materially with the performance of such duties. Subject to the terms of the Confidential Information and Inventions Assignment your duties under this Agreement, this shall not preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere (ii) conflict with the your fiduciary duties to the Company, as determined or (iii) result in good faith a breach of the restrictive covenants to which you are bound. You agree that you will: • unless prevented by ill health, incapacity or injury, devote the Board. Employee agrees that he will not join any boardswhole of your working time, other than community attention and civic boards (which do not interfere with Employee’s abilities to your duties under this contract; • faithfully and diligently perform your duties to the Company), without best of your ability and use your best endeavors to promote the prior approval interests of the Company. The Company may require termination ; • without payment of Employee’s participation additional salary or remuneration, perform such other duties in other business or public activities if the Company, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Employee’s duties relation to the Company. During Employee’s employment business of the Company as may from time to time be reasonably vested in or assigned to you by the Company, except on behalf ; • obey the reasonable directions of the Company, Employee will not directly or indirectly serve as an officerincluding with regard to standards to be maintained whilst dealing with and working for customers and other third parties and attending customers’ and other third parties’ premises; and • comply with all lawful rules, directorpolicies, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever known procedures and regulations issued by Employee to compete with the Company (or is planning or preparing from time to compete with the Company), anywhere in the world; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. If the Board determines Employee is in breach of this Section 15, and provided such breach is not cured within thirty (30) days of written notification of such breach from the Board, then the Company may terminate Employee’s employment for Causetime.