2\. Duties. During the Term, the Executive shall serve as the Chief Executive Officer , Chief Commercial Officer , President and Secretary of the Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such positions and such other duties as reasonably determined and assigned by the Board of Directors of the Company (the Board), from time to time. In addition, the Executive shall serve as the Chief Executive Officer , Chief Commercial Officer and President of Valeritas Holdings, Inc., the parent of the Company. The Executive shall devote substantially all of his time, attention and skill to such duties, except for paid vacation and other excused absence periods, and shall serve the Company and its affiliates faithfully and to the best of his ability, and shall use his best efforts to promote the success of the business of the Company. The Executives employment is subject to compliance with the Companys policies, including any code of conduct, all as may be amended from time to time.

2 \ . Duties . During the Term , the Executive shall serve as the Chief Executive Officer , Chief Commercial Officer , President and Secretary of the Company , and shall perform the executive and administrative duties , functions and privileges incumbent with such positions and such other duties as reasonably determined and assigned by the Board of Directors of the Company ( the Board ) , from time to time . In addition , the Executive shall serve as the Chief Executive Officer , Chief Commercial Officer and President of Valeritas Holdings , Inc . , the parent of the Company . The Executive shall devote substantially all of his time , attention and skill to such duties , except for paid vacation and other excused absence periods , and shall serve the Company and its affiliates faithfully and to the best of his ability , and shall use his best efforts to promote the success of the business of the Company . The Executives employment is subject to compliance with the Companys policies , including any code of conduct , all as may be amended from time to time .


a. Base salary. During the Term, the Company shall pay to the Executive an annual base salary (Base salary) of at least $392,141 , less applicable and authorized deductions, subject to review annually for appropriate increases by the Board pursuant to the normal performance review policy for senior level executives. The Base salary shall be payable in accordance with the Companys payroll schedule.

a . Base salary . During the Term , the Company shall pay to the Executive an annual base salary ( Base salary ) of at least $ 392 , 141 , less applicable and authorized deductions , subject to review annually for appropriate increases by the Board pursuant to the normal performance review policy for senior level executives . The Base salary shall be payable in accordance with the Companys payroll schedule .


i. Company Includes. For purposes of this Agreement, the Company shall include the Company, and any parent and any direct and indirect subsidiaries and affiliates (as defined in Rule 501 under the Securities Act of 1933 ).

i . Company Includes . For purposes of this Agreement , the Company shall include the Company , and any parent and any direct and indirect subsidiaries and affiliates ( as defined in Rule 501 under the Securities Act of 1933 ) .


c. jurisdiction and Service of Process. Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of New Jersey or of the United States of America for the District of New Jersey. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process of any of the aforesaid courts in any such action or proceeding by mailing copies thereof by certified mail, postage prepaid, to the party at its address set forth in subsection (f). THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY TO ALL CLAIMS HEREUNDER.

c . jurisdiction and Service of Process . Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of New Jersey or of the United States of America for the District of New Jersey . By execution and delivery of this Agreement , each of the parties hereto accepts for itself and in respect of its property , generally and unconditionally , the jurisdiction of the aforesaid courts . Each of the parties hereto irrevocably consents to the service of process of any of the aforesaid courts in any such action or proceeding by mailing copies thereof by certified mail , postage prepaid , to the party at its address set forth in subsection ( f ) . THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY TO ALL CLAIMS HEREUNDER .


750 Route 202 South, Suite 600


8 Old Bam Court


| COMPANY: Valeritas, Inc . | By:


Chairman of the Board of Directors EXECUTIVE: ![vlrxexhibit1027s1image2.jpg](vlrxexhibit1027s1image2.jpg) John Timberlake

Chairman of the Board of Directors EXECUTIVE : ! [ vlrxexhibit1027s1image2 . jpg ] ( vlrxexhibit1027s1image2 . jpg ) John Timberlake


SIGNATURE PAGE TO EMPLOYMENT AGREEMENT


(a) all claims for monetary damages arising under Title VII of the Civil Rights Act of 1964 (as amended), Sections 1981 through 1988 of Title 42 of the United States Code (as amended), the Age Discrimination in Employment Act of 1967 (as amended) (ADEA), the Older Workers Benefit Protection Act of 1990 (OWBPA), and the Americans with Disabilities Act of 1990 (as amended);

( a ) all claims for monetary damages arising under Title VII of the Civil Rights Act of 1964 ( as amended ) , Sections 1981 through 1988 of Title 42 of the United States Code ( as amended ) , the Age Discrimination in Employment Act of 1967 ( as amended ) ( ADEA ) , the Older Workers Benefit Protection Act of 1990 ( OWBPA ) , and the Americans with Disabilities Act of 1990 ( as amended ) ;


(b) any and all other claims, including but not limited to claims brought under the Rehabilitation Act , the Executive Retirement Income Security Act of 1974 (as amended), the Uniformed Services Employment and Reemployment Rights Act of 1994 , the National Labor Relations Act ( as amended), the Federal Worker Adjustment and Retraining Notification Act ( as amended), the Family and Medical Leave Act of 1993 , the Occupational Safety and Health Act ( as amended), the Equal pay Act ( as amended), the Labor Management Relations Act , New Jersey Law Against Discrimination, New Jersey Equal pay Act , New Jersey Civil Rights Law, New Jersey Conscientious Employee Protection Act , New Jersey Family Leave Act , New Jersey Wage and Hour Law, New Jersey WARN Laws, and the New Jersey Constitution;

( b ) any and all other claims , including but not limited to claims brought under the Rehabilitation Act , the Executive Retirement Income Security Act of 1974 ( as amended ) , the Uniformed Services Employment and Reemployment Rights Act of 1994 , the National Labor Relations Act ( as amended ) , the Federal Worker Adjustment and Retraining Notification Act ( as amended ) , the Family and Medical Leave Act of 1993 , the Occupational Safety and Health Act ( as amended ) , the Equal pay Act ( as amended ) , the Labor Management Relations Act , New Jersey Law Against Discrimination , New Jersey Equal pay Act , New Jersey Civil Rights Law , New Jersey Conscientious Employee Protection Act , New Jersey Family Leave Act , New Jersey Wage and Hour Law , New Jersey WARN Laws , and the New Jersey Constitution ;


2\. Paragraph 1 shall not apply to any claims the Executive may have with respect to the Companys severance obligations under Section 5 of the Agreement, any rights the Executive may have with respect to outstanding equity interests in the Company, rights to indemnification under the Companys by-laws or otherwise, or any rights to recover under any director and officer liability insurance policy maintained by the Company for the benefit of the Executive in accordance with the terms of such director and officer liability insurance policy. In addition, Paragraph 1 shall in no event apply to any claims that, as a matter of applicable law, are not waivable, the Executives right to vested benefits under the written terms of the Companys 401(k) Plan, claims for unemployment or workers compensation benefits, any medical claim incurred during the Executives employment that is payable under applicable medical plans or an employer-insured liability plan, or claims arising after the date on which the Executive signs the Release and Waiver. The Executive and the Company agree that nothing in this Release and Waiver restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission (EEOC), the Department of Labor (DOL), the National Labor Relations Board (NLRB), the Department of Justice (DOJ), the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General (collectively, the Regulators), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, the Executive is waiving the Executives right to receive any individual monetary relief resulting from such claims, regardless of whether the Executive or another party has filed them, and in the event the Executive obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to Section 5 of the Agreement, except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes- Oxley Act of 2002 , 18 U.S.C.A. 1514A). The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to notify the Company that the Executive has engaged in such communications with the Regulators.

2 \ . Paragraph 1 shall not apply to any claims the Executive may have with respect to the Companys severance obligations under Section 5 of the Agreement , any rights the Executive may have with respect to outstanding equity interests in the Company , rights to indemnification under the Companys by-laws or otherwise , or any rights to recover under any director and officer liability insurance policy maintained by the Company for the benefit of the Executive in accordance with the terms of such director and officer liability insurance policy . In addition , Paragraph 1 shall in no event apply to any claims that , as a matter of applicable law , are not waivable , the Executives right to vested benefits under the written terms of the Companys 401 ( k ) Plan , claims for unemployment or workers compensation benefits , any medical claim incurred during the Executives employment that is payable under applicable medical plans or an employer-insured liability plan , or claims arising after the date on which the Executive signs the Release and Waiver . The Executive and the Company agree that nothing in this Release and Waiver restricts or prohibits the Executive from initiating communications directly with , responding to any inquiries from , providing testimony before , providing confidential information to , reporting possible violations of law or regulation to , or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity , including the U . S . Equal Employment Opportunity Commission ( EEOC ) , the Department of Labor ( DOL ) , the National Labor Relations Board ( NLRB ) , the Department of Justice ( DOJ ) , the Securities and Exchange Commission ( SEC ) , the Congress , and any agency Inspector General ( collectively , the Regulators ) , or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation . However , the Executive is waiving the Executives right to receive any individual monetary relief resulting from such claims , regardless of whether the Executive or another party has filed them , and in the event the Executive obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to Section 5 of the Agreement , except where such limitations are prohibited as a matter of law ( e . g . , under the Sarbanes - Oxley Act of 2002 , 18 U . S . C . A . 1514A ) . The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators , respond to such inquiries from the Regulators , provide confidential information or documents to the Regulators , or make any such reports or disclosures to the Regulators . The Executive is not required to notify the Company that the Executive has engaged in such communications with the Regulators .


1.1. Term. The initial term of the Executives employment under this Employment Agreement will commence on March 30, 2015 (the Effective Date) and end on the third anniversary of the Effective Date (the Initial Employment Period), unless terminated earlier pursuant to Section3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on the third anniversary of the Effective Date (and on each anniversary of the Effective Date thereafter) (the Renewal Period), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (the Initial Employment Period and each subsequent Renewal Period, if any, shall constitute the Employment Period, unless terminated earlier pursuant to Section3 of this Employment Agreement).

1 . 1 . Term . The initial term of the Executives employment under this Employment Agreement will commence on March 30 , 2015 ( the Effective Date ) and end on the third anniversary of the Effective Date ( the Initial Employment Period ) , unless terminated earlier pursuant to Section3 hereof ; provided , however , that the Employment Period will automatically be extended for a one-year period on the third anniversary of the Effective Date ( and on each anniversary of the Effective Date thereafter ) ( the Renewal Period ) , unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period ( the Initial Employment Period and each subsequent Renewal Period , if any , shall constitute the Employment Period , unless terminated earlier pursuant to Section3 of this Employment Agreement ) .


2.2. Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the Annual Bonus) to be based upon the achievement of one or more performance goals established by senior management of the Company (the Performance Targets). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period (including the 2015 fiscal year). The Executives target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 60% of Base salary (the Target Annual Bonus Opportunity), with the actual Annual Bonus, if any, to be based on the Companys actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid in cash within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year.

2 . 2 . Annual Bonus . For each fiscal year ending during the Employment Period , the Executive shall be eligible for potential awards of additional compensation ( the Annual Bonus ) to be based upon the achievement of one or more performance goals established by senior management of the Company ( the Performance Targets ) . The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period ( including the 2015 fiscal year ) . The Executives target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 60 % of Base salary ( the Target Annual Bonus Opportunity ) , with the actual Annual Bonus , if any , to be based on the Companys actual performance relative to the Performance Targets . The Annual Bonus , if any , shall be paid in cash within 90 days of the fiscal year end , assuming the delivery of the relevant financial statements in a timely manner , but in no event later than March15th of the year following the end of the fiscal year for which the Annual Bonus , if any , is earned ; provided , that , except as set forth in Section3 , the Executive must continue to be employed by the Company through the end of the applicable fiscal year .


4.2. Non-Competition. By and in consideration of the Companys entering into this Employment Agreement, and in further consideration of the Executives exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executives termination date (the Restriction Period), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended, standing alone, be prohibited by this Section4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, Restricted Enterprise shall mean any business that is in competition with (a)the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b)the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c)the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b)and (c)above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: XXXXXX.

4 . 2 . Non-Competition . By and in consideration of the Companys entering into this Employment Agreement , and in further consideration of the Executives exposure to the Confidential Information of the Company Group , the Executive agrees that the Executive shall not , during the Employment Period and for one year following the Executives termination date ( the Restriction Period ) , directly or indirectly , own , manage , operate , join , control , be employed by , or participate in the ownership , management , operation or control of , or be connected in any manner with , including , without limitation , holding any position as a stockholder , director , officer , consultant , independent contractor , employee , partner , or investor in , any Restricted Enterprise ( as defined below ) ; provided , that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended , standing alone , be prohibited by this Section4 . 2 , so long as the Executive does not have , or exercise , any rights to manage or operate the business of such issuer other than rights as a stockholder thereof . For purposes of this paragraph , Restricted Enterprise shall mean any business that is in competition with ( a ) the present products marketed or sold by the Company to its customers and as such products may be improved and / or modified , ( b ) the present services marketed , sold or provided by the Company to its customers and as such services may be improved and / or modified or ( c ) the products and / or services the Company develops , designs , manufactures , markets , produces or supplies in the future to its customers . In the case of each of ( a ) , ( b ) and ( c ) above , such businesses shall include , but not be limited to , businesses that are associated with the treatment of intake water , process water or waste-water in industrial and municipal end markets through the provision of services and / or products . For the avoidance of doubt , Restricted Enterprise shall include , but not be limited to : XXXXXX .


181 Thorn Hill Road


New York, NY 10004


If to the Executive: Benedict J. Stas , at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

If to the Executive : Benedict J . Stas , at his principal office and e-mail address at the Company ( during the Employment Period ) , and at all times to his principal residence as reflected in the records of the Company .


8.5. Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8 . 5 . Governing Law . This Employment Agreement shall be construed and enforced in accordance with , and the laws of the State of New York hereto shall govern the rights and obligations of the parties , without giving effect to the conflicts of law principles thereof .


EVOQUA WATER TECHNOLOGIES LLC


/s/ Benedict J. Stas


4. The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

4 . The Executive specifically acknowledges that his acceptance of the terms of this Release is , among other things , a specific waiver of his rights , claims and causes of action under Title VII , ADEA , ADA and any state or local law or regulation in respect of discrimination of any kind ; provided , however , that nothing herein shall be deemed , nor does anything contained herein purport , to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive .


15. Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

15 . Except for issues or matters as to which federal law is applicable , this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof .


EVOQUA WATER TECHNOLOGIES LLC ---|---


This EMPLOYMENT AGREEMENT (the Agreement) is entered into on October[], 2017 , by and between OPTINOSE US,INC ., a Delaware corporation (the Company), and Keith A. Goldan (Executive).

This EMPLOYMENT AGREEMENT ( the Agreement ) is entered into on October [ ] , 2017 , by and between OPTINOSE US , INC . , a Delaware corporation ( the Company ) , and Keith A . Goldan ( Executive ) .


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the Chief Financial Officer of OptiNose,Inc . and will report to the Chief Executive Officer of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder. Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement, conflict with the business of the Company or violate any provisions of Section8 herein. Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania .

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the Chief Financial Officer of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder . Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement , conflict with the business of the Company or violate any provisions of Section8 herein . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


3. Base Salary. While Executive is employed by the Company, the Company will pay Executive a base annual salary (the Base Salary) at the rate of $350,000 per year, paid in accordance with the usual payroll practices of the Company. Executives Base Salary shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee of the Board (the Compensation Committee) or the Board.

3 . Base Salary . While Executive is employed by the Company , the Company will pay Executive a base annual salary ( the Base Salary ) at the rate of $ 350 , 000 per year , paid in accordance with the usual payroll practices of the Company . Executives Base Salary shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee of the Board ( the Compensation Committee ) or the Board .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ), continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9)months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9)months, which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA ; and

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine ( 9 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine ( 9 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


(b) Confidentiality. Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of Executives assigned duties hereunder and for the benefit of the Employer, either while Executive is employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executives employment hereunder or otherwise. The foregoing will not apply to information that (i)was known to the public prior to its disclosure to Executive; (ii)becomes generally known to the public or in the Employers industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executives representatives; or (iii)Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Companys cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC 1833 (b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i)made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii)in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

( b ) Confidentiality . Executive agrees that Executive will not , directly or indirectly , use , make available , sell , disclose or otherwise communicate to any person or entity , other than in the course of Executives assigned duties hereunder and for the benefit of the Employer , either while Executive is employed by the Company hereunder or at any time thereafter , any business and technical information or trade secrets , nonpublic , proprietary or confidential information , knowledge or data relating to the Employer whether the foregoing will have been obtained by Executive during Executives employment hereunder or otherwise . The foregoing will not apply to information that ( i ) was known to the public prior to its disclosure to Executive ; ( ii ) becomes generally known to the public or in the Employers industry subsequent to disclosure to Executive through no wrongful act by Executive or any of Executives representatives ; or ( iii ) Executive is required to disclose by applicable law , regulation or legal process ( provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Companys cost with the Company in seeking a protective order or other appropriate protection of such information ) . The Company and Executive acknowledge that , notwithstanding anything to the contrary contained in this Agreement , pursuant to 18 USC 1833 ( b ) , an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret : ( i ) made in confidence to a government official , either directly or indirectly , or to an attorney , solely for the purpose of reporting or investigating a suspected violation of law or ( ii ) in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding , so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .


(b) Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment. For purposes of this Agreement, each payment is intended to be excepted from Section409A to the maximum extent provided as follows: (i)each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1(b)(4)is intended to be excepted under the short-term deferral exception; (ii)post- termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1(b)(9) (v)(B); and (iii)to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1(b)(9)(iii). With respect to payments subject to Section409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A. Executive shall have no right to designate the date or any payment under this Agreement.

( b ) Each payment under this Agreement , including each installment payment , shall be considered a separate and distinct payment . For purposes of this Agreement , each payment is intended to be excepted from Section409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post - termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A . Executive shall have no right to designate the date or any payment under this Agreement .


This RELEASE AGREEMENT (Agreement) made this [ ] day of [ ], [ ] (the Effective Date), between OptiNose US,Inc . (including its successors and assigns, the Company), and [ ] (Executive).

This RELEASE AGREEMENT ( Agreement ) made this [ ] day of [ ] , [ ] ( the Effective Date ) , between OptiNose US , Inc . ( including its successors and assigns , the Company ) , and [ ] ( Executive ) .


This Employment Agreement (this Agreement), dated October4, 2017 , is made by and among Cedar Fair, L.P . , a publicly traded Delaware limited partnership, Cedar Fair Management , Inc . , an Ohio Corporation ( Cedar Fair Management ), Magnum Management Corporation , an Ohio corporation ( Magnum ) , and Matthew A. Ouimet (the Executive).

This Employment Agreement ( this Agreement ) , dated October4 , 2017 , is made by and among Cedar Fair , L . P . , a publicly traded Delaware limited partnership , Cedar Fair Management , Inc . , an Ohio Corporation ( Cedar Fair Management ) , Magnum Management Corporation , an Ohio corporation ( Magnum ) , and Matthew A . Ouimet ( the Executive ) .


WHEREAS, the Board has further determined that this objective can best be achieved by appointing Executive to the role of Executive Chairman of the Board ( Executive Chairman );

WHEREAS , the Board has further determined that this objective can best be achieved by appointing Executive to the role of Executive Chairman of the Board ( Executive Chairman ) ;


WHEREAS, the Board and Executive intend and agree that, effective January1, 2018 (the Effective Date), this Agreement shall supersede and replace all employment agreements between Executive and Cedar Fair that pre-date the Effective Date.

WHEREAS , the Board and Executive intend and agree that , effective January1 , 2018 ( the Effective Date ) , this Agreement shall supersede and replace all employment agreements between Executive and Cedar Fair that pre-date the Effective Date .


responsibilities as Executive Chairman ; provided, that this Section2 shall not be interpreted as prohibiting Executive from (i)managing Executives personal investments (so long as such investment activities are of a passive nature), (ii)engaging in charitable or civic activities, (iii)participating on boards of directors or similar bodies of non-profit organizations, or (iv)subject to approval by the Board in its sole discretion, participating on boards of directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a)materially interfere with the performance of Executives duties and responsibilities hereunder, (b)create a fiduciary conflict, or (c)with respect to (ii), (iii), (iv)and (v)only, detrimentally affect the Companys reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Cedar Fair, L.P . (an Affiliate) without additional compensation including, and being subject to his election by Unitholders, serving as a member of the Board during the Employment Period.

responsibilities as Executive Chairman ; provided , that this Section2 shall not be interpreted as prohibiting Executive from ( i ) managing Executives personal investments ( so long as such investment activities are of a passive nature ) , ( ii ) engaging in charitable or civic activities , ( iii ) participating on boards of directors or similar bodies of non-profit organizations , or ( iv ) subject to approval by the Board in its sole discretion , participating on boards of directors or similar bodies of for-profit organizations , in each case , so long as such activities in the aggregate do not ( a ) materially interfere with the performance of Executives duties and responsibilities hereunder , ( b ) create a fiduciary conflict , or ( c ) with respect to ( ii ) , ( iii ) , ( iv ) and ( v ) only , detrimentally affect the Companys reputation as reasonably determined by the Company in good faith . If requested , Executive shall also serve as an executive officer and / or member of the board of directors of any entity that directly , or indirectly through one or more intermediaries , controls , or is controlled by , or is under common control with , Cedar Fair , L . P . ( an Affiliate ) without additional compensation including , and being subject to his election by Unitholders , serving as a member of the Board during the Employment Period .


(a) In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary (the Base salary) at an annual rate of $500,000 , during the Employment Period. Executives Base salary will be reviewed from time to time but will not decrease, except in the event of an across the board reduction applicable to substantially all senior executives of the Company.

( a ) In consideration of all services rendered by Executive under this Agreement , the Company shall pay Executive a base salary ( the Base salary ) at an annual rate of $ 500 , 000 , during the Employment Period . Executives Base salary will be reviewed from time to time but will not decrease , except in the event of an across the board reduction applicable to substantially all senior executives of the Company .


A. Target Annual Cash Incentive will be 120% of Base salary ;

A . Target Annual Cash Incentive will be 120 % of Base salary ;


(x) in which ten percent ( 10% )or more of whose annual revenues are derived from a Business as defined above; and

( x ) in which ten percent ( 10 % ) or more of whose annual revenues are derived from a Business as defined above ; and


8.5 Resignation as an Officer and Director. Upon any termination of Executives employment, Executive shall be deemed to have resigned, to the extent applicable as an officer of the Company a member of the board of directors or similar body of any of Cedar Fair, L.P .s Affiliates, and as a fiduciary of any Company benefit plan. On or immediately following the date of any termination of Executives employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation(s).

8 . 5 Resignation as an Officer and Director . Upon any termination of Executives employment , Executive shall be deemed to have resigned , to the extent applicable as an officer of the Company a member of the board of directors or similar body of any of Cedar Fair , L . P . s Affiliates , and as a fiduciary of any Company benefit plan . On or immediately following the date of any termination of Executives employment , Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation ( s ) .


Attn: General Counsel | If to Executive: | | Matthew A. Ouimet The last address shown on records of the Company

Attn : General Counsel | If to Executive : | | Matthew A . Ouimet The last address shown on records of the Company


(a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section409A of the Internal Revenue Code , as amended (the Code), and the regulations and guidance promulgated thereunder to the extent applicable (collectively Code Section409A), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section409A or any damages for failing to comply with Code Section409A.

( a ) The parties agree that this Agreement shall be interpreted to comply with or , to the extent possible , be exempt from Section409A of the Internal Revenue Code , as amended ( the Code ) , and the regulations and guidance promulgated thereunder to the extent applicable ( collectively Code Section409A ) , and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section409A . Except to the extent attributable to a breach of this Agreement by the Company , in no event whatsoever will the Company be liable for any additional tax , interest or penalties that may be imposed on Executive under Code Section409A or any damages for failing to comply with Code Section409A .


12.11 Governing Law. This Agreement shall be construed under and enforced in accordance with the laws of the State of Ohio , without regard to the conflicts of law provisions thereof.

12 . 11 Governing Law . This Agreement shall be construed under and enforced in accordance with the laws of the State of Ohio , without regard to the conflicts of law provisions thereof .


This RELEASE AGREEMENT (this Agreement) dated , 20, is made and entered into by and between Cedar Fair, L.P ., a publicly traded Delaware limited partnership, Cedar Fair Management , Inc ., an Ohio Corporation ( Cedar Fair Management ), Magnum Management Corporation , an Ohio corporation ( Magnum ) and Matthew A. Ouimet (the Employee).

This RELEASE AGREEMENT ( this Agreement ) dated , 20 , is made and entered into by and between Cedar Fair , L . P . , a publicly traded Delaware limited partnership , Cedar Fair Management , Inc . , an Ohio Corporation ( Cedar Fair Management ) , Magnum Management Corporation , an Ohio corporation ( Magnum ) and Matthew A . Ouimet ( the Employee ) .


WHEREAS, the Employees employment with Magnum and the Company has terminated effective , 20.

WHEREAS , the Employees employment with Magnum and the Company has terminated effective , 20 .


NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in the Employment Agreement , the Company and the Employee agree as follows:

NOW , THEREFORE , in consideration of the premises and mutual agreements contained herein and in the Employment Agreement , the Company and the Employee agree as follows :


a. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio without giving effect to its conflict of laws principles.

a . Governing Law . This Agreement will be governed by , and construed in accordance with , the laws of the State of Ohio without giving effect to its conflict of laws principles .


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of January1, 2015 (the Effective Date), by and between Bandwidth.com, Inc . (Bandwidth), a Delaware corporation with its principal place of business at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606 , and David Morken (Morken).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of January1 , 2015 ( the Effective Date ) , by and between Bandwidth . com , Inc . ( Bandwidth ) , a Delaware corporation with its principal place of business at 900 Main Campus Drive , Suite 500 , Raleigh , North Carolina 27606 , and David Morken ( Morken ) .


3.1.1 During the Employment Period, Bandwidth will pay to Morken a salary at the initial rate of Three Hundred Seventy Five Thousand Dollars ( $375,000 ) per annum (the Base Salary). The Base Salary will be earned and paid in arrears, in equal installments, semi-monthly, or at such other interval as the Board directs, but no less often than once each month. At the beginning of each year during the Employment Period, Morken and the Board will in good faith review the Base Salary. Base Salary will be increased to mutually agreed upon levels consistent with the growth of Bandwidths business. Bandwidth shall be entitled to withhold, or cause to be withheld, any amount of federal, state, city or other withholding taxes or other amounts either required by law or authorized by Morken with respect to payments made to Morken in connection with his employment hereunder.

3 . 1 . 1 During the Employment Period , Bandwidth will pay to Morken a salary at the initial rate of Three Hundred Seventy Five Thousand Dollars ( $ 375 , 000 ) per annum ( the Base Salary ) . The Base Salary will be earned and paid in arrears , in equal installments , semi-monthly , or at such other interval as the Board directs , but no less often than once each month . At the beginning of each year during the Employment Period , Morken and the Board will in good faith review the Base Salary . Base Salary will be increased to mutually agreed upon levels consistent with the growth of Bandwidths business . Bandwidth shall be entitled to withhold , or cause to be withheld , any amount of federal , state , city or other withholding taxes or other amounts either required by law or authorized by Morken with respect to payments made to Morken in connection with his employment hereunder .


3.2.1 In addition to the Base Salary, Bandwidth will pay to Morken bonus compensation each year during the Employment Period of up to one hundred percent ( 100% ) of the Base Salary (the Bonus Compensation). One half of the Bonus Compensation will be based on Morken meeting individual performance objectives, and one half will be based on Bandwidth meeting its Operating Earnings target provided for in its annual Budget. The individual performance objectives will be mutually agreed by the Board and Morken at the beginning of each calendar year.

3 . 2 . 1 In addition to the Base Salary , Bandwidth will pay to Morken bonus compensation each year during the Employment Period of up to one hundred percent ( 100 % ) of the Base Salary ( the Bonus Compensation ) . One half of the Bonus Compensation will be based on Morken meeting individual performance objectives , and one half will be based on Bandwidth meeting its Operating Earnings target provided for in its annual Budget . The individual performance objectives will be mutually agreed by the Board and Morken at the beginning of each calendar year .


3.4 Severance. If Bandwidth terminates Morken other than for Cause, or Morken resigns for Good Reason, then Bandwidth will pay to Morken an amount (Severance) equal to (i)one hundred fifty percent (1 50% ) the prior years Base Salary, plus (ii)one hundred fifty percent (1 50% ) of the Bonus Compensation, determined based on achievement of target performance levels for the year of termination. Such amount, less any applicable taxes and other similar amounts, will be paid in equal installments over an eighteen (18)month period following the termination in accordance with Bandwidths standard payroll practices and procedures. After an Unapproved Change in Control, in addition to the foregoing events, Severance will also be payable if Morken terminates his employment for any reason no more than twelve (12)months after the Unapproved Change in Control. The receipt of any severance benefits provided for pursuant to this Agreement or otherwise will be dependent upon Morkens delivery to Bandwidth of an effective general release of claims in a form reasonably satisfactory to Bandwidth not later than thirty (30)days after the date of Morkens termination of employment (or such longer period as may be required by applicable law), and shall be paid or commence no later than thirty (30)days thereafter, with the first payment to include any amounts that would have been payable on payroll dates occurring after Morkens termination of employment and prior to such first payment.

3 . 4 Severance . If Bandwidth terminates Morken other than for Cause , or Morken resigns for Good Reason , then Bandwidth will pay to Morken an amount ( Severance ) equal to ( i ) one hundred fifty percent ( 1 50 % ) the prior years Base Salary , plus ( ii ) one hundred fifty percent ( 1 50 % ) of the Bonus Compensation , determined based on achievement of target performance levels for the year of termination . Such amount , less any applicable taxes and other similar amounts , will be paid in equal installments over an eighteen ( 18 ) month period following the termination in accordance with Bandwidths standard payroll practices and procedures . After an Unapproved Change in Control , in addition to the foregoing events , Severance will also be payable if Morken terminates his employment for any reason no more than twelve ( 12 ) months after the Unapproved Change in Control . The receipt of any severance benefits provided for pursuant to this Agreement or otherwise will be dependent upon Morkens delivery to Bandwidth of an effective general release of claims in a form reasonably satisfactory to Bandwidth not later than thirty ( 30 ) days after the date of Morkens termination of employment ( or such longer period as may be required by applicable law ) , and shall be paid or commence no later than thirty ( 30 ) days thereafter , with the first payment to include any amounts that would have been payable on payroll dates occurring after Morkens termination of employment and prior to such first payment .


4.3 If at any time during the Employment Period Bandwidth (i)assigns Morken to serve in a capacity other than as Bandwidths Chief Executive Officer or assigns Morken to perform tasks inconsistent with such position, in each case, which results in a material diminution in Morkens authority, duties or responsibilities, or (ii)Bandwidth materially breaches any provision of this Agreement, then Morken may resign his employment by providing notice to Bandwidth within thirty (30)days of such event of the reasons for his resignation under this provision. Bandwidth shall have thirty (30)days following receipt of such notice to remedy and cure the alleged diminution or breach. If Bandwidth does not cure such breach, Morken shall resign his employment and such resignation will be deemed to be a termination by Bandwidth other than for Cause and/or a resignation by Morken for Good Reason. Morken can resign at any time other than for Good Reason.

4 . 3 If at any time during the Employment Period Bandwidth ( i ) assigns Morken to serve in a capacity other than as Bandwidths Chief Executive Officer or assigns Morken to perform tasks inconsistent with such position , in each case , which results in a material diminution in Morkens authority , duties or responsibilities , or ( ii ) Bandwidth materially breaches any provision of this Agreement , then Morken may resign his employment by providing notice to Bandwidth within thirty ( 30 ) days of such event of the reasons for his resignation under this provision . Bandwidth shall have thirty ( 30 ) days following receipt of such notice to remedy and cure the alleged diminution or breach . If Bandwidth does not cure such breach , Morken shall resign his employment and such resignation will be deemed to be a termination by Bandwidth other than for Cause and / or a resignation by Morken for Good Reason . Morken can resign at any time other than for Good Reason .


Approved Change in Control of Bandwidth means a Change in Control of Bandwidth of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K, as if in effect on the Effective Date, pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 , as amended (the Exchange Act ) if the transaction causing such a change will have been approved by the affirmative vote of at least a majority of the Continuing Directors.

Approved Change in Control of Bandwidth means a Change in Control of Bandwidth of a nature that would be required to be reported in response to Item 5 . 01 of the Current Report on Form 8-K , as if in effect on the Effective Date , pursuant to Section13 or 15 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) if the transaction causing such a change will have been approved by the affirmative vote of at least a majority of the Continuing Directors .


Bandwidth is then subject to the proxy rules of the Exchange Act then by approval of the proxy statement of Bandwidth in which such person is named as a nominee for director or of the inclusion of such person in such Proxy Statement as such a nominee, in any case without objection by any member of such approving majority of the then Continuing Directors to the nomination of such person or the naming of such person as a director nominee).

Bandwidth is then subject to the proxy rules of the Exchange Act then by approval of the proxy statement of Bandwidth in which such person is named as a nominee for director or of the inclusion of such person in such Proxy Statement as such a nominee , in any case without objection by any member of such approving majority of the then Continuing Directors to the nomination of such person or the naming of such person as a director nominee ) .


AMENDMENT TO EMPLOYMENT AGREEMENT


THIS AMENDMENT (the Amendment) is made and entered into as of the last date signed (Amendment Effective Date) by and between Bandwidth.com, Inc ., a Delaware corporation, having offices at 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606 USA (Bandwidth), and David A. Morken (Morken).

THIS AMENDMENT ( the Amendment ) is made and entered into as of the last date signed ( Amendment Effective Date ) by and between Bandwidth . com , Inc . , a Delaware corporation , having offices at 900 Main Campus Drive , Suite 500 , Raleigh , North Carolina 27606 USA ( Bandwidth ) , and David A . Morken ( Morken ) .


Pursuant to the Defend Trade Secrets Act of 2016 , Morken understands that:

Pursuant to the Defend Trade Secrets Act of 2016 , Morken understands that :


(i) Base Salary. During the Employment Period, the Executive shall receive a base salary (the Base Salary) of $321,059 per annum. The Base Salary shall be paid by the Company at such intervals as the Company pays executive salaries generally. The Base Salary may be reviewed annually by the Board, or the Compensation Committee thereof, and may be increased in the discretion of the Board, or the Compensation Committee thereof. The term Base Salary as utilized in this Agreement shall refer to Base Salary as so increased from time to time.

( i ) Base Salary . During the Employment Period , the Executive shall receive a base salary ( the Base Salary ) of $ 321 , 059 per annum . The Base Salary shall be paid by the Company at such intervals as the Company pays executive salaries generally . The Base Salary may be reviewed annually by the Board , or the Compensation Committee thereof , and may be increased in the discretion of the Board , or the Compensation Committee thereof . The term Base Salary as utilized in this Agreement shall refer to Base Salary as so increased from time to time .


(d) Sarbanes-Oxley Act of 2002 . Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section13(k) of the Exchange Act and the rules and regulations promulgated thereunder, then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder.

( d ) Sarbanes-Oxley Act of 2002 . Notwithstanding anything herein to the contrary , if the Company determines , in its good faith judgment , that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section13 ( k ) of the Exchange Act and the rules and regulations promulgated thereunder , then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder .


IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990 , THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990 , THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS :


--- Jack K. Heilbron


FORESCOUT TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT

FORESCOUT TECHNOLOGIES , INC . EMPLOYMENT AGREEMENT


This Employment Agreement (Agreement) is entered into by and between ForeScout Technologies, Inc. , a Delaware corporation (the Company), and Christopher Harms (Executive, and collectively referred to as the Parties) effective as of January 1, 2017 (the Effective Date).

This Employment Agreement ( Agreement ) is entered into by and between ForeScout Technologies , Inc . , a Delaware corporation ( the Company ) , and Christopher Harms ( Executive , and collectively referred to as the Parties ) effective as of January 1 , 2017 ( the Effective Date ) .


WHEREAS, the Parties previously entered into an Employment Agreement dated October 9, 2013 , as amended on March 16, 2015 (the Prior Agreement).

WHEREAS , the Parties previously entered into an Employment Agreement dated October 9 , 2013 , as amended on March 16 , 2015 ( the Prior Agreement ) .


1.2.1 Executive Position. As of the Effective Date, Executive agrees to serve as Senior Vice President , Chief Financial Officer of the Company, under the terms of this Agreement. Executive will report directly to the Companys Chief Executive Officer ( CEO ). Executive shall render such business and professional services in the performance of Executives duties, consistent with Executives position within the Company, as will be reasonably assigned to Executive by the Board or the CEO . Executives principal place of employment will be San Jose, California.

1 . 2 . 1 Executive Position . As of the Effective Date , Executive agrees to serve as Senior Vice President , Chief Financial Officer of the Company , under the terms of this Agreement . Executive will report directly to the Companys Chief Executive Officer ( CEO ) . Executive shall render such business and professional services in the performance of Executives duties , consistent with Executives position within the Company , as will be reasonably assigned to Executive by the Board or the CEO . Executives principal place of employment will be San Jose , California .


--- | | ForeScout Employment Agreement

- - - | | ForeScout Employment Agreement


2.2 Incentive compensation. During the Term, Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Committee, in its sole discretion, from time to time. For the Companys 2017 fiscal year, Executives target annual incentive compensation shall be 45% of Executives Base salary , and will be awarded based on the objective and/or subjective criteria established and approved by the Board or the Committee, as applicable. The Board or Committee shall have the sole discretion to determine whether Executive has earned any bonus and, if so, the amount of such bonus.

2 . 2 Incentive compensation . During the Term , Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Committee , in its sole discretion , from time to time . For the Companys 2017 fiscal year , Executives target annual incentive compensation shall be 45 % of Executives Base salary , and will be awarded based on the objective and / or subjective criteria established and approved by the Board or the Committee , as applicable . The Board or Committee shall have the sole discretion to determine whether Executive has earned any bonus and , if so , the amount of such bonus .


3.2 Disability. The Company may terminate Executives employment if Executive becomes Disabled (as defined below). Nothing in this Section 3.2 shall be construed to waive Executives rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq. and the Americans with Disabilities Act , 42 U.S.C . 12101 et seq.

3 . 2 Disability . The Company may terminate Executives employment if Executive becomes Disabled ( as defined below ) . Nothing in this Section 3 . 2 shall be construed to waive Executives rights , if any , under existing law including , without limitation , the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . and the Americans with Disabilities Act , 42 U . S . C . 12101 et seq .


5.1 Cash Severance. A lump sum cash amount equal to 100% of the sum of (a) Executives Base salary; and

5 . 1 Cash Severance . A lump sum cash amount equal to 100 % of the sum of ( a ) Executives Base salary ; and


5.2 COBRA Severance. A lump sum cash amount equal to the product of 12 months, multiplied by the monthly premium pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ), that Executive would be required to pay to continue the group health coverage in effect on the Date of Termination for Executive and any of Executives eligible dependents (which amount will be based on the premium for the first month of COBRA coverage).

5 . 2 COBRA Severance . A lump sum cash amount equal to the product of 12 months , multiplied by the monthly premium pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ) , that Executive would be required to pay to continue the group health coverage in effect on the Date of Termination for Executive and any of Executives eligible dependents ( which amount will be based on the premium for the first month of COBRA coverage ) .


7.2 Vesting Acceleration. 100% of the unvested portion of all Equity Awards shall immediately accelerate and become fully exercisable or non-forfeitable as of the Date of Termination. To the extent that any Equity Award was eligible to vest in full or in part based on performance, the performance component shall be deemed to have been achieved at target. If any Equity Award will not continue through assumption or substitution after the Change in Control, such award will be fully vested immediately prior to the Change in Control; and

7 . 2 Vesting Acceleration . 100 % of the unvested portion of all Equity Awards shall immediately accelerate and become fully exercisable or non-forfeitable as of the Date of Termination . To the extent that any Equity Award was eligible to vest in full or in part based on performance , the performance component shall be deemed to have been achieved at target . If any Equity Award will not continue through assumption or substitution after the Change in Control , such award will be fully vested immediately prior to the Change in Control ; and


(a) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (Person), acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, that for this Section 9.2(a), the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Companys voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this Section 9.2(a). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

( a ) A change in the ownership of the Company which occurs on the date that any one person , or more than one person acting as a group ( Person ) , acquires ownership of the stock of the Company that , with the stock held by such Person , constitutes more than 50 % of the total voting power of the stock of the Company ; provided , that for this Section 9 . 2 ( a ) , the acquisition of additional stock by any one Person , who prior to such acquisition is considered to own more than 50 % of the total voting power of the stock of the Company will not be considered a Change in Control . Further , if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership , in substantially the same proportions as their ownership of shares of the Companys voting stock immediately prior to the change in ownership , direct or indirect beneficial ownership of 50 % or more of the total voting power of the stock of the Company , such event shall not be considered a Change in Control under this Section 9 . 2 ( a ) . For this purpose , indirect beneficial ownership shall include , without limitation , an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company , as the case may be , either directly or through one or more subsidiary corporations or other business entities ; or


(C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or

( C ) a Person , that owns , directly or indirectly , 50 % or more of the total value or voting power of all the outstanding stock of the Company , or


12.11 Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the State of California , without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Ninth Circuit.

12 . 11 Governing Law . This Agreement shall be construed under and be governed in all respects by the laws of the State of California , without giving effect to the conflict of laws principles of such State . With respect to any disputes concerning federal law , such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Ninth Circuit .


/s/ Christopher Harms Date


Christopher Harms --- | | ForeScout Employment Agreement

Christopher Harms - - - | | ForeScout Employment Agreement


This Separation Agreement and Release (Separation Agreement) is made by and between [CLICK AND TYPE NAME] (Employee) and ForeScout Technologies, Inc. (the Company) (collectively referred to as the Parties or individually referred to as a Party).

This Separation Agreement and Release ( Separation Agreement ) is made by and between [ CLICK AND TYPE NAME ] ( Employee ) and ForeScout Technologies , Inc . ( the Company ) ( collectively referred to as the Parties or individually referred to as a Party ) .


California Labor Code, the California Workers compensation Act , and the California Fair Employment and Housing Act ;< br/>

California Labor Code , the California Workers compensation Act , and the California Fair Employment and Housing Act ; & lt ; br / & gt ;


25. No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the Companys Chief Executive Officer .

25 . No Oral Modification . This Agreement may only be amended in a writing signed by Employee and the Companys Chief Executive Officer .


Employee understands the terms and consequences of this Agreement and of the releases it contains; --- | | ForeScout Employment Agreement

Employee understands the terms and consequences of this Agreement and of the releases it contains ; - - - | | ForeScout Employment Agreement


improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Companys equipment, supplies, facilities, or Company Confidential Information , and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except as provided in Section 3.G below (collectively, Inventions), are the sole property of the Company. I also agree to promptly make full written disclosure to the Company of any Inventions, and to deliver and assign and hereby irrevocably assign fully to the Company all of my right, title and interest in and to Inventions. I agree that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and that are protectable by copyright are works made for hire, as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Companys sole discretion and for the Companys sole benefit, and that no royalty or other consideration will be due to me as a result of the Companys efforts to commercialize or market any such Inventions. I understand that any and all Inventions that I may work on with personnel of the Company or any of its affiliates constitute joint research between the Company or any of its affiliates, as applicable, for the purposes of 35 U.S.C. section 103 (c)(2).

improvements , developments , discoveries , ideas and trade secrets conceived , discovered , authored , invented , developed or reduced to practice by me , solely or in collaboration with others , during the period of time I am in the employ of the Company ( including during my off-duty hours ) , or with the use of Companys equipment , supplies , facilities , or Company Confidential Information , and any copyrights , patents , trade secrets , mask work rights or other intellectual property rights relating to the foregoing , except as provided in Section 3 . G below ( collectively , Inventions ) , are the sole property of the Company . I also agree to promptly make full written disclosure to the Company of any Inventions , and to deliver and assign and hereby irrevocably assign fully to the Company all of my right , title and interest in and to Inventions . I agree that this assignment includes a present conveyance to the Company of ownership of Inventions that are not yet in existence . I further acknowledge that all original works of authorship that are made by me ( solely or jointly with others ) within the scope of and during the period of my employment with the Company and that are protectable by copyright are works made for hire , as that term is defined in the United States Copyright Act . I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Companys sole discretion and for the Companys sole benefit , and that no royalty or other consideration will be due to me as a result of the Companys efforts to commercialize or market any such Inventions . I understand that any and all Inventions that I may work on with personnel of the Company or any of its affiliates constitute joint research between the Company or any of its affiliates , as applicable , for the purposes of 35 U . S . C . section 103 ( c ) ( 2 ) .


A. Governing Law; Consent to Personal jurisdiction. This Agreement will be governed by the laws of the State of California without regard to Californias conflicts-of-law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against me by the Company.

A . Governing Law ; Consent to Personal jurisdiction . This Agreement will be governed by the laws of the State of California without regard to Californias conflicts-of-law rules that may result in the application of the laws of any jurisdiction other than California . To the extent that any lawsuit is permitted under this Agreement , I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against me by the Company .


Name of Employee (typed or printed) --- | | ForeScout Employment Agreement

Name of Employee ( typed or printed ) - - - | | ForeScout Employment Agreement


This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to ForeScout Technologies, Inc. (the Company). Notwithstanding the foregoing, I understand that I may keep a copy of the Companys employee handbook and personnel records relating to me.

This is to certify that I do not have in my possession , nor have I failed to return , any devices , records , data , notes , reports , proposals , lists , correspondence , specifications , drawings , blueprints , sketches , materials , equipment , any other documents or property , or reproductions of any and all aforementioned items belonging to ForeScout Technologies , Inc . ( the Company ) . Notwithstanding the foregoing , I understand that I may keep a copy of the Companys employee handbook and personnel records relating to me .


It is the policy of ForeScout Technologies, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

It is the policy of ForeScout Technologies , Inc . to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics . Accordingly , all officers , employees , and independent contractors must avoid activities that are in conflict , or give the appearance of being in conflict , with these principles and with the interests of the Company . The following are potentially compromising situations that must be avoided :


(b) Annual Performance Bonus. Executive shall be eligible to receive an annual cash bonus (the Annual Performance Bonus), with the target amount of such Annual Performance Bonus equal to thirty percent ( 30% )of Executives Base salary in the year to which the Annual Performance Bonus relates; provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The amount of the Annual Performance Bonus shall be determined by the Board of Directors or an appropriate committee thereof in its sole discretion, and shall be paid to Executive no later than March15th of the calendar year immediately following the calendar year in which it was earned. Except as provided in Section4, Executive must be employed by Company on the last day of the applicable fiscal year to which the Annual Performance Bonus relates in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.

( b ) Annual Performance Bonus . Executive shall be eligible to receive an annual cash bonus ( the Annual Performance Bonus ) , with the target amount of such Annual Performance Bonus equal to thirty percent ( 30 % ) of Executives Base salary in the year to which the Annual Performance Bonus relates ; provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount . The amount of the Annual Performance Bonus shall be determined by the Board of Directors or an appropriate committee thereof in its sole discretion , and shall be paid to Executive no later than March15th of the calendar year immediately following the calendar year in which it was earned . Except as provided in Section4 , Executive must be employed by Company on the last day of the applicable fiscal year to which the Annual Performance Bonus relates in order to be eligible for , and to be deemed as having earned , such Annual Performance Bonus . Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates .


As used herein, a Change of Control shall mean the occurrence of any of the following events: (i)Ownership. Any Person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended) becomes the Beneficial Owner (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Company representing fifty percent ( 50% )or more of the total voting power represented by Companys then outstanding voting securities (excluding for this purpose any such voting securities held by Company, or any affiliate, parent or subsidiary of Company, or by any employee benefit plan of Company) pursuant to a transaction or a series of related transactions; or (ii)Merger/Sale of Assets. (A)A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent ( 50% )of the total voting power represented by the voting securities of Company or such surviving

As used herein , a Change of Control shall mean the occurrence of any of the following events : ( i ) Ownership . Any Person ( as such term is used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ) becomes the Beneficial Owner ( as defined in Rule 13d-3 under said Act ) , directly or indirectly , of securities of Company representing fifty percent ( 50 % ) or more of the total voting power represented by Companys then outstanding voting securities ( excluding for this purpose any such voting securities held by Company , or any affiliate , parent or subsidiary of Company , or by any employee benefit plan of Company ) pursuant to a transaction or a series of related transactions ; or ( ii ) Merger / Sale of Assets . ( A ) A merger or consolidation of Company whether or not approved by the Board , other than a merger or consolidation which would result in the voting securities of Company outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation ) at least fifty percent ( 50 % ) of the total voting power represented by the voting securities of Company or such surviving


1.2 WORK RESPONSIBILITIES. Subject to the terms of this Agreement, Employee is employed in the position of Chairman and Chief Executive Officer ( CEO ) of Community Bank of Texas, N.A. (Bank), and President and CEO of the Company, and shall perform the functions and responsibilities of that position. Employee may elect to semi-retire upon reaching age 62 and shall have the title of Vice Chairman of the Board of Directors (Board), at a reduced salary as determined by the Board. Additional or different duties may be assigned by the Board. Employees position, job descriptions, duties and responsibilities may be modified from time to time in the sole discretion of the Board.

1 . 2 WORK RESPONSIBILITIES . Subject to the terms of this Agreement , Employee is employed in the position of Chairman and Chief Executive Officer ( CEO ) of Community Bank of Texas , N . A . ( Bank ) , and President and CEO of the Company , and shall perform the functions and responsibilities of that position . Employee may elect to semi-retire upon reaching age 62 and shall have the title of Vice Chairman of the Board of Directors ( Board ) , at a reduced salary as determined by the Board . Additional or different duties may be assigned by the Board . Employees position , job descriptions , duties and responsibilities may be modified from time to time in the sole discretion of the Board .


a. a change in the ownership of the capital stock of the Company whereby a corporation, person, or group acting in concert (hereinafter this Agreement shall collectively refer, to any combination of these three (a corporation, person or group acting in concert) as a Person as described in Section1 4(d)(2)of the Securities Exchange Act of 1934 , as amended (the Exchange Act ), acquires, directly or indirectly, beneficial ownership (within the meaning of RuleI 3d-3 promulgated under the Exchange Act ) of a number of shares of the Bank or the Company which constitutes fifty percent ( 50% ) or more of the combined voting power of the Banks or the Companys the outstanding capital stock then entitled to vote generally in the election of directors;

a . a change in the ownership of the capital stock of the Company whereby a corporation , person , or group acting in concert ( hereinafter this Agreement shall collectively refer , to any combination of these three ( a corporation , person or group acting in concert ) as a Person as described in Section1 4 ( d ) ( 2 ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) , acquires , directly or indirectly , beneficial ownership ( within the meaning of RuleI 3d-3 promulgated under the Exchange Act ) of a number of shares of the Bank or the Company which constitutes fifty percent ( 50 % ) or more of the combined voting power of the Banks or the Companys the outstanding capital stock then entitled to vote generally in the election of directors ;


/s/ J. Pat Parsons ---|---|---|---


Between CBFH,Inc. and J. Pat Parsons

Between CBFH , Inc . and J . Pat Parsons


Five years from the date Employee signs this Agreement. Upon the completion of the first anniversary date and the completion of each anniversary date thereafter the agreement will extend for one (1)year automatically renewing for a five (5) year term, unless terminated as provided in the Employment Agreement .

Five years from the date Employee signs this Agreement . Upon the completion of the first anniversary date and the completion of each anniversary date thereafter the agreement will extend for one ( 1 ) year automatically renewing for a five ( 5 ) year term , unless terminated as provided in the Employment Agreement .


$100,000 per year for ten years beginning at age 65 payable to Employee, Employees designee, or his Estate. This is intended to replace the BOLI that Employee forfeited upon leaving his former employer. Employee need not remain the President and CEO to continue to participate in the deferred compensation plan, although Employee must remain employed in some capacity up to age 65 to continue to participate, provided, if Employee dies prior to age 65 while employed by the Company, his designee and/or estate shall receive the remainder of his deferred compensation.

$ 100 , 000 per year for ten years beginning at age 65 payable to Employee , Employees designee , or his Estate . This is intended to replace the BOLI that Employee forfeited upon leaving his former employer . Employee need not remain the President and CEO to continue to participate in the deferred compensation plan , although Employee must remain employed in some capacity up to age 65 to continue to participate , provided , if Employee dies prior to age 65 while employed by the Company , his designee and / or estate shall receive the remainder of his deferred compensation .


Five years from the date Employee signs this Agreement. Upon the completion of the first anniversary date and the completion of each anniversary date thereafter the agreement will extend for one (1)year automatically renewing for a five (5) year term , unless terminated as provided in the Employment Agreement .


25,000 shares with cliff vesting at five years of 100% of shares. Employee need not remain the President and CEO to continue to vest in the stock grants. Should employee die before he reaches age 65, all shares shall immediately vest and shall be transferred to his estate. Notwithstanding the foregoing, the parties agree that the Company will convey the shares to minimize tax consequences to the entire shareholder groups of the Company.

25 , 000 shares with cliff vesting at five years of 100 % of shares . Employee need not remain the President and CEO to continue to vest in the stock grants . Should employee die before he reaches age 65 , all shares shall immediately vest and shall be transferred to his estate . Notwithstanding the foregoing , the parties agree that the Company will convey the shares to minimize tax consequences to the entire shareholder groups of the Company .


WHEREAS, the Company desires to continue to employ the Executive as General Counsel and Secretary of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth; and

WHEREAS , the Company desires to continue to employ the Executive as General Counsel and Secretary of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth ; and


WHEREAS, the Executive desires to continue to be employed by the Company as General Counsel and Secretary and to continue to perform and to serve the Company on the terms and conditions hereinafter set forth.

WHEREAS , the Executive desires to continue to be employed by the Company as General Counsel and Secretary and to continue to perform and to serve the Company on the terms and conditions hereinafter set forth .


c/o AEA Investors LP


666 Fifth Avenue, 36th FL


1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of September6, 2017 (the Employment Agreement), to which Vincent Grieco (the Executive) and Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) (each of the Executive and the Company, a Party and collectively, the Parties) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the Company Affiliated Group), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the Company Released Parties), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executives employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i)for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii)for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii)for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv)for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (Title VII), the Civil Rights Act of 1988 , the Fair Labor Standards Act, the Americans with Disabilities Act ( ADA), the Employee Retirement Income Security Act of 1974 , as amended (ERISA), the Age Discrimination in Employment Act ( ADEA), and any similar or analogous state statute, excepting only:

1 . In consideration of the payments and benefits to be made under the Employment Agreement , dated as of September6 , 2017 ( the Employment Agreement ) , to which Vincent Grieco ( the Executive ) and Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) ( each of the Executive and the Company , a Party and collectively , the Parties ) are parties , the sufficiency of which the Executive acknowledges , the Executive , with the intention of binding himself and his heirs , executors , administrators and assigns , does hereby release , remise , acquit and forever discharge Holdings ( as defined in the Employment Agreement ) , the Company and each of its and their subsidiaries and affiliates ( the Company Affiliated Group ) , their present and former officers , directors , executives , shareholders , agents , attorneys , employees and employee benefit plans ( and the fiduciaries thereof ) , and the successors , predecessors and assigns of each of the foregoing ( collectively , the Company Released Parties ) , of and from any and all claims , actions , causes of action , complaints , charges , demands , rights , damages , debts , sums of money , accounts , financial obligations , suits , expenses , attorneys fees and liabilities of whatever kind or nature in law , equity or otherwise , whether accrued , absolute , contingent , unliquidated or otherwise and whether now known or unknown , suspected or unsuspected , which the Executive , individually or as a member of a class , now has , owns or holds , or has at any time heretofore had , owned or held , arising on or prior to the date hereof , against any Company Released Party that arises out of , or relates to , the Employment Agreement , the Executives employment with the Company or any of its subsidiaries and affiliates , or any termination of such employment , including claims ( i ) for severance or vacation benefits , unpaid wages , salary or incentive payments , ( ii ) for breach of contract , wrongful discharge , impairment of economic opportunity , defamation , intentional infliction of emotional harm or other tort , ( iii ) for any violation of applicable state and local labor and employment laws ( including , without limitation , all laws concerning unlawful and unfair labor and employment practices ) and ( iv ) for employment discrimination under any applicable federal , state or local statute , provision , order or regulation , and including , without limitation , any claim under Title VII of the Civil Rights Act of 1964 ( Title VII ) , the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities Act ( ADA ) , the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) , the Age Discrimination in Employment Act ( ADEA ) , and any similar or analogous state statute , excepting only :


THIS EMPLOYMENT AGREEMENT (the Agreement) between Exicure, Inc. , a Delaware corporation (the Company), and David A. Giljohann , Ph.D. (the Executive) (each of the Executive and the Company, a Party, and collectively, the Parties), is entered into as of February2, 2016 \.

THIS EMPLOYMENT AGREEMENT ( the Agreement ) between Exicure , Inc . , a Delaware corporation ( the Company ) , and David A . Giljohann , Ph . D . ( the Executive ) ( each of the Executive and the Company , a Party , and collectively , the Parties ) , is entered into as of February2 , 2016 \ .


WHEREAS, the Company desires to continue to employ the Executive as its President and Chief Executive Officer ;

WHEREAS , the Company desires to continue to employ the Executive as its President and Chief Executive Officer ;