Common use of Representations and Governing Law Clause in Contracts

Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective terms. (b) This Agreement may not be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreement. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, without giving effect to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not oppose. (g) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law.

Representations and Governing Law. (a) You and HeartWare acknowledge that in executing this Agreement, neither party has relied on any statements, promises or representations made by the other party except as specifically memorialized in this Agreement. This Agreement represents is the complete agreement of the parties on or in any way related to the subject matter addressed in the Agreement and sole understanding your employment and separation from employment, and it supersedes and cancels all other previous agreements or understandings between the parties, supersedes any and all other agreements and understandings, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel except for the Proprietary Rights Information, Confidentiality and Inventions Assignment Agreement between you and HeartWare (“Confidentiality Agreement”), the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective its terms. This Agreement specifically incorporates the Confidentiality Agreement, and nothing herein precludes the continued enforcement of the Confidentiality Agreement. This Agreement cannot be modified or rescinded except upon the written consent of both you and HeartWare. (b) This Agreement may not be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability of If any provision of this Agreement is held to be unenforceable, such provision shall not affect be considered to be distinct and severable from the other provisions of this Agreement, but this Agreement and such unenforceability shall be revised, construed not affect the validity and reformed to the fullest extent possible to effectuate the purposes of this Agreement. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders enforceability of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assetsremaining provisions. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms If any provision of this Agreement prior is held to be unenforceable as written but may be made enforceable by limitation, then such provision shall be enforceable to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, without giving effect to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the maximum extent permitted by applicable law. The cessation language of these severance payments and benefits all parts of this Agreement shall in all cases be in addition toconstrued as a whole, according to its fair meaning, and not as an alternative to, strictly for or against any other remedies at law or in equity available to of the Company, including the right to seek an injunction, which You shall not opposeparties. (gc) You represent and warrant that you have the full power, capacity, and authority to enter into this Agreement and have not been subject to assigned, pledged, encumbered or in any retaliation manner conveyed all or any other form portion of adverse action the potential claims covered by this Agreement. This Agreement cannot be assigned by you, and it shall be binding upon HeartWare’s successors and assigns. (d) The validity, performance and enforceability of this Agreement will be determined and governed by the Releasees for laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. (e) The existence and execution of this Agreement shall not be considered as an admission of any action taken liability, violation, error or omission by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local lawHeartWare.

Representations and Governing Law. (a) This Agreement represents sets forth the complete and sole understanding agreement between the parties, parties and supersedes any and all other agreements and or understandings, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective terms. (b) . This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company’s Chief Executive Officer President of the Company and Youyou. (cb) The If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or unenforceability parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable by law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. Any waiver of any provision of this Agreement shall not affect the constitute a waiver of any other provisions provision of this Agreement, but Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be revised, construed according to its fair meaning and reformed to not strictly for or against either of the fullest extent possible to effectuate the purposes of this Agreementparties. (dc) You may not assign agree that any breach of your rights obligations under Sections 7 or delegate 9 of this Agreement by you may cause irreparable damage to the Company and in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to seek an injunction, specific performance or other equitable relief to prevent the violations of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions heretoobligations hereunder. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms violate any provision of this Agreement prior and fail to cure such violation (for those violations that are subject to cure) within ten calendar days of your receipt of written notice from the Company, which describes in reasonable detail the nature of the conduct giving rise to the date Company’s notice, the Company shall be entitled to cease all further payments under Section 2. You further agree that the Company, in the event of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in violation of this Agreement, nor shall also be entitled to recoup any amounts previously paid to you under Section 2 of the proceedings connected with itAgreement. Xxxxxxx Xxxxxxxxx JUNE 1, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing.2012 (fd) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of New Hampshirethe Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of law thereoflaws of such state. If OMTOOL determines that Any claims or legal actions by one party against the other shall be commenced and maintained in a state or federal court located in Massachusetts, and you have violated hereby submit to the terms jurisdiction and venue of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not opposesuch court. (ge) You represent that you have not been subject to any retaliation or any other form of adverse action by the Company Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law. (f) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and benefits of this Agreement shall inure to the benefit of, and be binding upon, the Company’s successors and assigns.

Representations and Governing Law. (a) You and the Company acknowledge that in signing this Agreement they have not relied on any statements, promises or representations made by the other party except as specifically memorialized in this Agreement. This Agreement represents is the complete agreement of the parties on or in any way related to the subject matter addressed in the Agreement and sole understanding your employment and separation from employment, and it supersedes and cancels all other previous agreements or understandings between the parties, supersedes any except for the Nondisclosure, Developments and all other agreements and understandingsNon-Competition Agreement you executed on October 2, whether oral or written; provided, however, that nothing in this 2018 (referred to as the “Restrictive Covenant Agreement”). The Restrictive Covenant Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective its terms. (b) This Agreement may not be modified; however, altered or rescinded except upon written consent of to the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability of extent that any provision of this Agreement is inconsistent with the terms of the Restrictive Covenant Agreement, the terms of this Agreement shall apply. This Agreement specifically incorporates the Restrictive Covenant Agreement, and nothing herein precludes the continued enforcement of the Restrictive Covenant Agreement. This Agreement cannot affect be modified or rescinded except upon the written consent of both you and the Company. Xxxxxxx Xxxxxx November 16, 2021 (b) If any provision of this Agreement (excluding Section 5) is held to be unenforceable, such provision will be considered to be distinct and severable from the other provisions of this Agreement, and such unenforceability will not affect the validity and enforceability of the remaining provisions. If any provision of this Agreement is held to be unenforceable as written but may be made enforceable by limitation, then such provision will be enforceable to the maximum extent permitted by applicable law. The language of all parts of this Agreement will in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. (c) You represent and warrant that you have the full power, capacity, and authority to enter into this Agreement and have not assigned, pledged, encumbered or in any manner conveyed all or any portion of the potential claims covered by this Agreement. This Agreement shall be revisedbinding upon you and upon your marital community, construed heirs, administrators, representatives and reformed to executors. This Agreement cannot be assigned by you, and it will be binding upon the fullest extent possible to effectuate the purposes of this AgreementCompany’s successors and assigns. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successorvalidity, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, performance and in accordance with, the terms enforceability of this Agreement prior will be determined and governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. Any claims or legal actions by one party against the other shall be commenced and maintained in any state or federal court located in Massachusetts, and you hereby submit to the date jurisdiction and venue of your deathany such court. In any such proceeding you agree to waive trial by jury and consent to have all legal and factual matters decided by a judge. (e) The parties hereto agree existence and acknowledge that execution of this Agreement is intended only to purchase peace and nothing in this Agreementwill not be considered as an admission of any liability, nor any of the proceedings connected with itviolation, is to be construed as, offered as, received aserror, or deemed to be evidence of an admission omission by you or the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoingCompany. (f) This Agreement may be executed in any number of counterparts, including by facsimile, PDF or electronically, each of which when so executed and delivered shall be governed by taken to be an original, but all of which together shall constitute one and construed the same document. The parties also agree that an executed Agreement delivered electronically through DocuSign technology or similar technology (or via facsimile, portable document format (PDF) (or similar technology), photocopy or photograph) shall be effective in accordance with the laws of New Hampshire, without giving effect same manner and to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights same extent as a manually executed Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not oppose. (g) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law.

Representations and Governing Law. (a) This Agreement represents is the complete agreement of the parties on or in any way related to the subject matter addressed in the Agreement and sole understanding your employment and separation from employment, and it supersedes and cancels all other previous agreements or understandings between the parties, supersedes including any and all other agreements and understandingsprevious agreement presented to you, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel except for the Proprietary Rights Confidentiality Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective its terms. This Agreement specifically incorporates the Confidentiality Agreement and any continuing equity agreements referenced in Section 1(j) herein (including, without limitation, the RSU Agreements), and nothing herein precludes the continued enforcement of such agreements. This Agreement cannot be modified or rescinded except upon the written consent of both you and Company. (b) This Agreement may not be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability of If any provision of this Agreement is held to be unenforceable, such provision shall not affect be considered to be distinct and severable from the other provisions of this Agreement, but this Agreement and such unenforceability shall be revised, construed not affect the validity and reformed to the fullest extent possible to effectuate the purposes of this Agreement. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders enforceability of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assetsremaining provisions. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms If any provision of this Agreement prior is held to be unenforceable as written but may be made enforceable by limitation, then such provision shall be enforceable to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, without giving effect to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the maximum extent permitted by applicable law. The cessation language of these severance all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. (c) You represent and warrant that you have the full power, capacity, and authority to enter into this Agreement and have not assigned, pledged, encumbered or in any manner conveyed all or any portion of the potential claims covered by this Agreement. This Agreement cannot be assigned by you, and it shall be binding upon Company’s successors and assigns. (d) The validity, performance and enforceability of this Agreement will be determined and governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. (e) The existence and execution of this Agreement shall not be considered as an admission of any liability, violation, error or omission by you or Company (f) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code (“Code Section 409A”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Code Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service within the meaning of Code Section 409A, the Company determines that you are a “specified employee” within the meaning of Code Section 409A, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Code Section 409A as a result of the application of Code Section 409A, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in addition to, accordance with their original schedule. The Company makes no representation or warranty and not as an alternative to, any other remedies at law or in equity available shall have no liability to the Company, including the right to seek an injunction, which You shall not oppose. (g) You represent that you have not been subject to any retaliation or any other form person if any provisions of adverse action by this Agreement are determined to constitute deferred compensation subject to Code Section 409Abut do not satisfy an exemption from, or the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federalconditions of, state or local law.Code Section 409A.

Representations and Governing Law. (a) This Agreement represents sets forth the complete and sole understanding agreement between the parties, parties and supersedes any and all other agreements and or understandings, whether oral or written; provided, however, that nothing in this except the Transition and Severance Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreementand Release, the Employee Noncompetition Agreement or executed by you on February 2, 2001, the Employee Confidentiality Agreement executed by you, and the Stock Option AgreementAgreements between you and the Company, all each of which shall remain in full force and effect in accordance with their respective terms. (b) . This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company’s Chief Executive Officer President of the Company and Youyou. (cb) The If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or unenforceability parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not affect the constitute a waiver of any other provisions provision of this Agreement, but Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be revised, construed according to its fair meaning and reformed to not strictly for or against either of the fullest extent possible to effectuate the purposes of this Agreementparties. (dc) You may not assign This Agreement and any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms claims arising out of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor or any other claims arising out of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by relationship between the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (fparties) This Agreement shall be governed by and construed in accordance with the laws of New Hampshirethe Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of law thereoflaws of such state. If OMTOOL determines that Any claims or legal actions by one party against the other shall be commenced and maintained in a state or federal court located in Massachusetts, and you have violated hereby submit to the terms jurisdiction and venue of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not opposesuch court. (gd) You represent that you have not been subject to any retaliation or any other form of adverse action by the Company Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law. (e) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and benefits of this Agreement shall inure to the benefit of the Company's successors and assigns.

Representations and Governing Law. (a) This Agreement represents the a complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force written and effect in accordance with their respective terms. (b) This Agreement may not be modified, altered or rescinded changed except upon written consent of the Companyparties. Nothing herein shall alter or change Employee’s Chief Executive Officer obligations under the Invention, Non-Disclosure and YouNon-Competition Agreement and the provisions therein shall remain in full force and effect. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreement. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (fb) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, the Commonwealth of Massachusetts without giving effect to the principles of conflicts of law thereof. (c) This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any entities with which or into which Curis may be merged or which may succeed to its assets or business. (d) In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. (e) The Employee represents that he/she has read the foregoing Agreement, fully understands the terms and conditions of such Agreement, and is voluntarily executing the same. In entering into this Agreement, the Employee does not rely on any representation, promise or inducement made by Curis, with the exception of the consideration described in this document. The Employee may revoke this Agreement for a period of seven (7) days following its execution and the Agreement shall not become effective or enforceable until this revocation period has expired. If OMTOOL determines that you have violated Employee decides to rescind his/her assent to this Agreement within seven (7) days after signing it, Employee must deliver a notice of rescission to Xxxxxx Xxxxx, Manager, Human Resources, 00 Xxxxxxx Xxxxxx, Cambridge, MA 02138. To be effective, such rescission must be hand-delivered or postmarked within the terms of seven (7)-day period and sent by certified mail, return receipt requested, to Xx. Xxxxx at the above address. If this Agreement is not executed on or before July 20, 2007, it shall be rescinded. (f) Nothing in this Agreement shall prohibit or restrict, or be construed as prohibiting or restricting the Employee from filing a charge with the Equal Employment Opportunity Commission or Massachusetts Commission Against Discrimination, or from participating in an investigation or proceeding conducted by such agencies, and this section shall override any provision contained in to the Proprietary Rights Agreement, contrary in this Agreement; provided, or in any employmenthowever, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of that the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You Employee shall not opposebe permitted to gain any benefit (including but not limited to monetary benefit) from any such filing. (g) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law.

Representations and Governing Law. (a) This Agreement represents the complete and sole understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written; provided, however, that nothing in this Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or (as defined in the Severance Agreement), the Severance Agreement, the Option Amendment Agreement(s) (as defined in the Severance Agreement), all of my option agreements and the Registration Rights Agreement (as defined in the Severance Agreement) set forth the complete and sole agreement by or between me and the Company concerning the subject matter hereof and thereof. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which shall remain in full force may be given effect without the invalid provision or part. To this extent, the provisions and effect in accordance with their respective terms. (b) This parts thereof of this Agreement may not are declared to be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability severable. Any waiver of any provision of this Agreement shall not affect the constitute a waiver of any other provisions provision of this Agreement, but Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be revised, construed and reformed according to the fullest extent possible to effectuate the purposes of this Agreementits fair meaning. (db) You may not assign This Agreement and any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms claims arising out of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor or any other claims arising out of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by relationship between me and the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (fCompany) This Agreement shall be governed by and construed in accordance with the laws of New Hampshirethe State of Connecticut and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Connecticut, without giving effect to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms laws of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not opposesuch state. (gc) You represent that you have I may not been subject to assign any retaliation of my rights or delegate any other form of adverse action by the Releasees for any action taken by you as an employee my duties under this Agreement. The rights of the Company shall inure to the benefit of the Company’s successors and assigns. The Company may not assign any rights under this Agreement except to a person or resulting from your exercise entity that is an assignee or successor to its business by merger, sale of all or attempt to exercise any statutory rights recognized under federalsubstantially all of its assets, state or local lawotherwise.

Representations and Governing Law. (a) This Agreement and Release represents the complete and sole understanding between the parties, parties and supersedes any and all other agreements and understandings, whether oral or written; provided, howeverincluding, specifically, without limitation, the Employment Agreement, PROVIDED, HOWEVER, that nothing in this Agreement and Release will affect, modify, supersede or cancel affect the Proprietary Rights Agreement, confidentiality and/or nondisclosure agreements between Mr. Xxxxxx xxx the Noncompetition Agreement or the Option Agreement, all Companies each of which shall remain in full force and effect in accordance with their respective terms. (b) Mr. Xxxxxx xxx not assign any of his rights or delegate any of his duties or obligations under this Agreement and Release . The rights and obligations of the Companies under this Agreement and Release shall inure to the benefit of the successors and assigns of each of the Companies. (c) This Agreement and Release may not be modified, altered or rescinded amended except upon the express written consent of the Company’s Chief Executive Officer Companies. The language of all parts of this Agreement and You. (c) The invalidity Release shall in all cases be construed as a whole according to its fair meaning and not strictly for or unenforceability against any of the parties. If any provision of this Agreement and Release, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the other provisions invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement, but this Agreement shall and Release are declared to be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreementseverable. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement and Release shall be governed by and construed in accordance with the laws of New Hampshirethe Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law laws thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not oppose. (ge) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federalMR. XXXXXX XXXNOWLEDGES THAT HE HAS READ THE FOREGOING AGREEMENT AND RELEASE , state or local lawFULLY UNDERSTANDS THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND RELEASE AND HE IS VOLUNTARILY EXECUTING THE SAME. MR. XXXXXX XXXNOWLEDGES THAT HE WAS INFORMED AND UNDERSTANDS THAT THIS AGREEMENT AND RELEASE CONTAINS A GENERAL RELEASE OF ALL CLAIMS KNOWN OR UNKNOWN WHICH HE MAY BRING AGAINST THE COMPANIES. IN ENTERING INTO THIS AGREEMENT AND RELEASE, MR. XXXXXX XXXNOWLEDGES THAT HE IS NOT RELYING ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANIES NOT EXPRESSLY SET FORTH HEREIN.

Representations and Governing Law. (a) This Agreement and Release represents the complete and sole understanding between the parties, parties and supersedes any and all other agreements and understandings, whether oral or written; providedwritten including, howeverspecifically, without limitation, the Employment Agreement and the Service Contract, PROVIDED, HOWEVER, that nothing in this Agreement and Release will affectaffect the confidentiality and/or nondisclosure agreements between Mr. Xxxx xxx the Companies, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all each of which shall remain in full force and effect in accordance with their respective terms. (b) Mr. Xxxx xxx not assign any of his rights or delegate any of his duties or obligations under this Agreement and Release. The rights and obligations of the Companies under this Agreement and Release shall inure to the benefit of the successors and assigns of each of the Companies. (c) This Agreement and Release may not be modified, altered or rescinded amended except upon the express written consent of the Company’s Chief Executive Officer Companies. The language of all parts of this Agreement and You. (c) The invalidity Release shall in all cases be construed as a whole according to its fair meaning and not strictly for or unenforceability against any of the parties. If any provision of this Agreement and Release, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the other provisions invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement, but this Agreement shall and Release are declared to be revised, construed and reformed to the fullest extent possible to effectuate the purposes of this Agreementseverable. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement and Release shall be governed by and construed in accordance with the laws of New Hampshirethe Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law laws thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not oppose. (ge) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federalMR. XXXX XXXNOWLEDGES THAT HE HAS READ THE FOREGOING AGREEMENT AND RELEASE, state or local lawFULLY UNDERSTANDS THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND RELEASE AND HE IS VOLUNTARILY EXECUTING THE SAME. MR. XXXX XXXNOWLEDGES THAT HE WAS INFORMED AND UNDERSTANDS THAT THIS AGREEMENT AND RELEASE CONTAINS A GENERAL RELEASE OF ALL CLAIMS KNOWN OR UNKNOWN WHICH HE MAY BRING AGAINST THE COMPANIES. IN ENTERING INTO THIS AGREEMENT AND RELEASE, MR. XXXX XXXNOWLEDGES THAT HE IS NOT RELYING ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANIES NOT EXPRESSLY SET FORTH HEREIN.

Representations and Governing Law. (a) This Agreement represents sets forth the complete and sole understanding agreement between the parties, parties concerning the subject matter hereof and supersedes any and all other agreements and or understandings, whether oral or written, including the July 31, 2002 Employment Agreement; provided, however, that nothing in this Agreement will is not intended to, and shall not, supersede, affect, modifylimit, supersede modify or cancel terminate any of the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreementfollowing, all of which shall remain in full force and effect in accordance with their respective terms. : (bi) your Employee Non-Competition, Non-Disclosure and Developments Agreement; and (ii) all option agreements and their respective amendments. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company’s Chief Executive Officer Chairman of the Board of the Company and Youyou. (cb) The If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or unenforceability parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not affect the constitute a waiver of any other provisions provision of this Agreement, but Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be revisedconstrued according to its fair meaning and not strictly for or against either of the parties. (c) This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the State of Connecticut and shall in all respects be interpreted, construed enforced and reformed governed under the internal and domestic laws of Connecticut, without giving effect to the fullest extent possible to effectuate the purposes principles of this Agreementconflicts of laws of such state. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock rights and obligations of the Company immediately preceding shall inure to the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all benefit of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, successors and in accordance with, the terms of this Agreement prior to the date of your deathassigns. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, without giving effect to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not oppose. (g) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law.

Representations and Governing Law. (a) This Agreement represents sets forth the complete and sole understanding agreement between the parties, parties and supersedes any and all other agreements and (including the Management Change in Control Agreement, dated February 2, 2001) or understandings, whether oral or written; provided, howeverexcept the Employee Noncompetition Agreement executed by you on February 2, that nothing in this Agreement will affect, modify, supersede or cancel the Proprietary Rights Agreement2001, the Noncompetition Employee Confidentiality Agreement or executed by you, and the Stock Option AgreementAgreements between you and the Company, all each of which shall remain in full force and effect in accordance with their respective terms. (b) . This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company’s Chief Executive Officer President of the Company and Youyou. You shall have no authority to bind the corporation after the date of this Agreement. (cb) The If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or unenforceability parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. Any waiver of any provision of this Agreement shall not affect the constitute a waiver of any other provisions provision of this Agreement, but Agreement unless expressly so indicated otherwise. The language of all parts of this Agreement shall in all cases be revised, construed according to its fair meaning and reformed to not strictly for or against either of the fullest extent possible to effectuate the purposes of this Agreementparties. (dc) You may not assign This Agreement and any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assets. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms claims arising out of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor or any other claims arising out of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission by relationship between the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (fparties) This Agreement shall be governed by and construed in accordance with the laws of New Hampshirethe Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of Massachusetts, without giving effect to the principles of conflicts of law thereoflaws of such state. If OMTOOL determines that Any claims or legal actions by one party against the other shall be commenced and maintained in a state or federal court located in Massachusetts, and you have violated hereby submit to the terms jurisdiction and venue of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOL, then You agree that, regardless of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not opposesuch court. (gd) You represent that you have not been subject to any retaliation or any other form of adverse action by the Company Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law. (e) You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and benefits of this Agreement shall inure to the benefit of the Company's successors and assigns.

Representations and Governing Law. (aI) This Agreement represents the complete and sole understanding between the partiesparties concerning the subject matter hereof, and supersedes any and all other agreements and understandings, whether oral or written; provided, howeverconcerning the subject matter hereof. Employee represents that he/she is not relying upon any representation, that nothing statement, or promise not set forth in this Agreement. (II) If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against the public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable. Moreover, if one or more of the provisions contained in this Agreement will affectshall for any reason be held to be excessively broad as to scope, modifyactivity, supersede subject or cancel otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the Proprietary Rights Agreementappropriate judicial body by limiting or reducing it or them, so as to be enforceable to the Noncompetition Agreement or maximum extent compatible with the Option Agreement, all of which applicable law as it shall remain in full force and effect in accordance with their respective terms. (b) This Agreement may not be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability then appear. Any waiver of any provision of this Agreement shall not affect the constitute a waiver of any other provisions provision of this Agreement, but Agreement unless expressly so indicated otherwise. (III) The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be revisedconsidered a waiver thereof or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of the Agreement. Company reserves the right to seek appropriate damages, construed including attorneys' fees and reformed to the fullest extent possible to effectuate the purposes of injunctive relief, should Employee violate this Agreement. (dIV) The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of Michigan, without giving effect to the principles of conflicts of law thereof. (V) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders of the outstanding voting stock rights and obligations of the Company immediately preceding under this Agreement shall inure to the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority benefit of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all successors and assigns of the Company’s assets. (VI) Employee acknowledges that he/she is fully aware of this Agreement's contents and of its legal effects. Any such successor shall be bound Employee also hereby acknowledges that he/she has been advised by all the Company of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the her/his right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms of consult with an attorney regarding this Agreement prior to its execution. Employee understands her/his right to have this Agreement reviewed by an attorney and acknowledges that the Company has advised and encouraged her/him to consult with an attorney so that she is fully aware of her rights and obligations under this Agreement. Employee has twenty-one (21) days from the date he/she receives this Agreement to sign it and return it to the Company. In the event Employee signs this Agreement, he/she shall have seven (7) days thereafter to revoke this Agreement. A revocation must be in writing and delivered to the person who executed this Agreement on behalf of your death. (e) The parties hereto agree and acknowledge that the Company. If this Agreement is intended only to purchase peace and nothing in this Agreementnot revoked within the seven (7) day period, nor it will be fully enforceable without any of the proceedings connected with it, is to be construed as, offered as, received as, or deemed to be evidence of an admission further affirmative action by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing.party. SS / KD Initials (fVII) This Agreement shall be governed has been executed freely, knowingly and voluntarily by Employee without duress, coercion, or undue influence, with a full and construed in accordance free understanding of its terms. This Agreement supercedes all prior oral and written agreements, if any, with the laws of New Hampshire, without giving effect respect to the principles of conflicts of law thereofsubject matter hereof between the parties. If OMTOOL determines that you have violated the terms of any provision contained This Agreement may not be changed except in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You writing and OMTOOL, then You agree that, regardless signed by both Employee and an authorized officer of the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the extent permitted by applicable law. The cessation of these severance payments and benefits shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including the right to seek an injunction, which You shall not oppose. (g) You represent that you have not been subject to any retaliation or any other form of adverse action by the Releasees for any action taken by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local law.

Representations and Governing Law. (a) You acknowledge that in signing this Agreement you have not relied on any statements, promises or representations made by Cubist except as specifically memorialized in this Agreement. This Agreement represents is the complete agreement of the parties on or in any way related to the subject matter addressed in the Agreement and sole understanding your employment and separation from employment, and it supersedes and cancels all other previous agreements or understandings between the parties, supersedes any except for the Cubist Pharmaceuticals, Inc. Agreement you signed regarding your confidentiality, non-solicitation, and all other agreements and understandingsintellectual property/developments obligations (referred to as the “Confidentiality Agreement”), whether oral or written; provided, however, that nothing in this Agreement which will affect, modify, supersede or cancel the Proprietary Rights Agreement, the Noncompetition Agreement or the Option Agreement, all of which shall remain in full force and effect in accordance with their respective its terms. This Agreement specifically incorporates the Confidentiality Agreement, and nothing herein precludes the continued enforcement of the Confidentiality Agreement. This Agreement cannot be modified or rescinded except upon the written consent of both you and Cubist. (b) This Agreement may not be modified, altered or rescinded except upon written consent of the Company’s Chief Executive Officer and You. (c) The invalidity or unenforceability of If any provision of this Agreement shall not affect (excluding Sections 4 and 5) is held to be unenforceable, such provision will be considered to be distinct and severable from the other provisions of this Agreement, but this Agreement shall be revised, construed and reformed to such unenforceability will not affect the fullest extent possible to effectuate the purposes of this Agreement. (d) You may not assign any of your rights or delegate any of your duties under this Agreement. The Company shall have to assign this Agreement to any successor, including, but not limited to, any successor resulting from (i) any transaction in which the Company is to be consolidated with or acquired by another entity in a merger, tender offer or other reorganization in which the holders validity and enforceability of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or (ii) the sale of all or substantially all of the Company’s assetsremaining provisions. Any such successor shall be bound by all of the provisions hereto. In addition, in the event of your death, your estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefits that accrued to you pursuant to, and in accordance with, the terms If any provision of this Agreement prior to the date of your death. (e) The parties hereto agree and acknowledge that this Agreement is intended only to purchase peace and nothing in this Agreement, nor any of the proceedings connected with it, is held to be construed as, offered as, received as, or deemed to unenforceable as written but may be evidence of an admission made enforceable by the Releasees of any liability or unlawful conduct whatsoever, and each of the Releasees expressly denies any such liability or wrongdoing. (f) This Agreement shall be governed by and construed in accordance with the laws of New Hampshire, without giving effect to the principles of conflicts of law thereof. If OMTOOL determines that you have violated the terms of any provision contained in the Proprietary Rights Agreement, in this Agreement, or in any employment, consulting, advisory, non-disclosure, non-competition or similar agreement between You and OMTOOLlimitation, then You agree thatsuch provision will be enforceable to Xxxxxxx X. Xxxxxx October 20, regardless of 2014 the manner of your employment termination, the Company can refuse to pay and/or cease paying and/or performing all severance-related obligations under Section 2 to the maximum extent permitted by applicable law. The cessation language of these severance payments and benefits shall all parts of this Agreement will in all cases be in addition toconstrued as a whole, according to its fair meaning, and not as an alternative to, strictly for or against any other remedies at law or in equity available to of the Company, including the right to seek an injunction, which You shall not opposeparties. (gc) You represent and warrant that you have the full power, capacity, and authority to enter into this Agreement and have not been subject to assigned, pledged, encumbered or in any retaliation manner conveyed all or any other form portion of adverse action the potential claims covered by this Agreement. This Agreement cannot be assigned by you, and it will be binding upon Cubist’s successors and assigns. (d) The validity, performance and enforceability of this Agreement will be determined and governed by the Releasees for laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. This Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts. Any claims or legal actions by one party against the other shall be commenced and maintained in any action taken state or federal court located in such Commonwealth, and you hereby submit to the jurisdiction and venue of any such court. In any such proceeding you agree to waive trial by jury and consent to have all legal and factual matters decided by a judge. (e) The existence and execution of this Agreement will not be considered as an admission of any liability, violation, error, or omission by you as an employee of the Company or resulting from your exercise of or attempt to exercise any statutory rights recognized under federal, state or local lawCubist.