Common use of Mutual Understandings Clause in Contracts

Mutual Understandings. The parties mutually agree to the following provisions: 1. Any description by either (a) you or (b) the Company to any inquiring third party or in any internal company-wide communication, in the case of (a) or (b), regarding your status with the Company, shall be consistent with Exhibit A. 2. It is the Company’s policy not to provide the reasons for any employee’s departure unless required by law. Therefore, any prospective employer who makes an inquiry to the Human Resources Department about your employment shall contact the Company’s Head of Human Resources or her designee, who will confirm only the dates of your employment, the positions you held, and your compensation (provided that compensation information will be provided only if you submit written authorization releasing this information to the Company’s Head of Human Resources or her designee or to the extent required by subpoena, court order or law). 3. Notwithstanding the foregoing Paragraph C.1 and C2, nothing herein shall limit the Company’s ability to make any disclosures required by the securities laws or the rules and regulations of the SEC or of any stock exchange on which the Company’s shares are listed, including the filing of a Current Report on Form 8-K to disclose the fact of your resignation and the financial arrangements memorialized hereby, the inclusion of information regarding compensation paid to you as required in any filing with the SEC made by the Company and the filing of this Agreement as an exhibit to the Company’s periodic reports filed pursuant to the Securities Exchange Act. 4. Nothing herein is intended to or shall be deemed to constitute an admission that the Company or any of the other Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrongdoing whatsoever against you or otherwise. Neither this Letter Agreement nor any of its terms may be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Letter Agreement. Moreover, by signing this Letter Agreement you acknowledge that you are not aware of any wrongdoing or fraudulent or unlawful conduct on the part of the Company or the Releasees. 5. In the event that any provision of this Letter Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any provision contained in this Letter Agreement is held to be excessively broad as to duration, scope, activity or subject, that provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law. 6. This Letter Agreement, together with any attachments and exhibits hereto, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements relating thereto, whether written or oral, with the exception of any agreements or portions thereof expressly described herein as imposing continuing rights and obligations. You represent that in executing this Letter Agreement, you have not relied on any representation or statement not set forth herein. No amendment or modification of this Letter Agreement shall be valid or binding upon the parties unless in writing and signed by both parties. 7. This Letter Agreement will be governed by and construed in accordance with the laws of the State of New York, except as may be preempted by federal law. This Letter Agreement is binding upon, and shall inure to the benefit of, the parties and their respective hens, executors, administrators, successors and assigns.

Mutual Understandings. The parties mutually agree to the following provisions: 1. Any description by either The Company will instruct its named executive officers not to make any disparaging, critical or otherwise detrimental statements (aorally or in writing) you to any person or (bentity concerning you, your business affairs or the circumstances surrounding your employment and separation from the Company; provided that nothing in this Section E(l) shall restrict or otherwise limit the Company from disclosing events or circumstances in such manner at it deems necessary to comply with its disclosure and reporting obligations under applicable law. 2. You will direct requests for references with respect to your employment at the Company to any inquiring third party or ▇▇▇▇▇ ▇▇▇▇▇ who shall respond in any internal company-wide communication, in the case of (a) or (b), regarding your status a manner consistent with the Company, shall be consistent with contents of Exhibit A.C. 23. It is the Company’s policy not to provide the reasons for any employee’s departure unless required by law. Therefore, if asked for additional information beyond that provided in Exhibit C, any prospective employer who makes an inquiry to the Human Resources Department ▇▇▇▇▇ ▇▇▇▇▇ about your employment shall be directed to contact the Company’s Head of Human Resources or her designee, who will confirm only the dates of your employment, the positions you held, and your compensation (provided that compensation information will be provided only if you submit written authorization releasing this information to the Company’s Head of Human Resources or her designee or to the extent required by subpoena, court order or law). 34. Notwithstanding the foregoing Paragraph C.1 Paragraphs E.1, E.2 and C2E.3, nothing herein shall limit the Company’s ability to make any disclosures required by the securities laws or the rules and regulations of the SEC or of any stock exchange on which the Company’s shares are listed, including the filing of a Current Report on Form 8-K to disclose the fact of your resignation and the financial arrangements memorialized hereby, the inclusion of information regarding compensation paid to you as required in any filing with the SEC made by the Company and the filing of this Agreement as an exhibit to the Company’s periodic reports filed pursuant to the Securities Exchange Act. 45. Nothing herein is intended to or shall be deemed to constitute an admission that the Company or any of the other Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrongdoing whatsoever against you or otherwise. Neither this Letter Agreement nor any of its terms may be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Letter Agreement. Moreover, by signing this Letter Agreement you acknowledge that you are not aware of any wrongdoing or fraudulent or unlawful conduct on the part of the Company or the Releasees. 56. In the event that any provision of this Letter Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any provision contained in this Letter Agreement is held to be excessively broad as to duration, scope, activity or subject, that provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law. 67. This Letter Agreement, together with and any attachments and exhibits hereto, together with the Covenant Agreement referenced in Paragraph D.4 above, and any documents relating to the options and restricted stock units referenced in Paragraph A.6 above, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements relating thereto, whether written or oral, with the exception of any agreements or portions thereof expressly described herein as imposing continuing rights and obligations; provided that the “Modified Cutback” provisions (Section 3) of the severance letter between you and the Company, dated May 4, 2015 shall remain applicable (as necessary) to any payments under this Letter Agreement. You represent that in executing this Letter Agreement, you have not relied on any representation or statement not set forth herein. No amendment amendment, modification or modification waiver of this Letter Agreement shall be valid or binding upon the parties unless in writing and signed by both parties. 78. This Letter Agreement will be governed by and construed in accordance with the laws of the State of New York, except as may be preempted by federal law. This Letter Agreement is binding upon, and shall inure to the benefit of, the parties and their respective hensheirs, executors, administrators, successors and assigns. 9. Payments under this Agreement are intended to be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code as amended (“Section 409A”). You agree to fully indemnify and hold harmless the Company and the Releasees from payment of taxes, interest or penalties that may be required by any governmental agency at any time as a result of the payments set forth herein, except that the Company shall make all required payroll tax payments as required by applicable law in connection with base salary or any other covered compensation paid to you through the Separation Date. Set forth in Exhibit D are additional provisions relating to Section 409A and applicable to this Agreement. 10. During the Designated Employee Period and the Consultancy Period, you agree to abide by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. Thereafter, you shall not be subject to the blackout periods in the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and, in accordance with the terms of the applicable grant agreements and stock incentive plans, you will be permitted to exercise any vested Stock Grants and dispose of any underlying shares in the Company, subject to any laws governing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the expiration of any exercise period. 11. Your Offer Letter and the Severance Letter are superseded by this Letter Agreement and the terms of the Offer Letter and Severance Letter have no further force or effect.

Mutual Understandings. The parties mutually agree to the following provisions: 1. Any description by either (a) you or (b) the Company to any inquiring third party or in any internal company-wide communication, in the case of (a) or (b), regarding your status with the Company, shall be consistent with Exhibit A. 2. It is the Company’s policy not to provide the reasons for any employee’s departure unless required by law. Therefore, any prospective employer who makes an inquiry to the Human Resources Department about your employment shall contact the Company’s Head of Human Resources or her designee, who will confirm only the dates of your employment, the positions you held, and your compensation (provided that compensation information will be provided only if you submit written authorization releasing this information to the Company’s Head of Human Resources or her designee or to the extent required by subpoena, court order or law). 32. Notwithstanding the foregoing Paragraph C.1 and C2▇▇▇▇▇▇▇▇▇ ▇.▇, nothing herein shall limit the Company’s ability to make any disclosures required by the securities laws or the rules and regulations of the SEC or of any stock exchange on which the Company’s shares are listed, including (a) the filing of a Current Report on Form 8-K to disclose the fact of your resignation separation and the financial arrangements memorialized herebyhereby , (b) the inclusion of information regarding compensation paid to you as required in any filing with the SEC made by the Company and (c) the filing of this Agreement as an exhibit to the Company’s periodic reports filed pursuant to the Securities Exchange Act. 43. Nothing herein is intended to or shall be deemed to constitute an admission that the Company or any of the other Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrongdoing whatsoever against you or otherwise. Neither this Letter Agreement nor any of its terms may be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Letter Agreement. Moreover, by signing this Letter Agreement you acknowledge that you are not aware of any wrongdoing or fraudulent or unlawful conduct on the part of the Company or the Releasees. 54. In the event that any provision of this Letter Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any provision contained in this Letter Agreement is held to be excessively broad as to duration, scope, activity or subject, that provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law. 65. This Letter Agreement, together with any attachments and exhibits hereto, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements relating thereto, whether written or oral, with the exception of any agreements or portions thereof expressly described herein as imposing continuing rights and obligations. You represent that in executing this Letter Agreement, you have not relied on any representation or statement not set forth herein. No amendment or modification of this Letter Agreement shall be valid or binding upon the parties unless in writing and signed by both parties. 76. This Letter Agreement will be governed by and construed in accordance with the laws of the State of New York, except as may be preempted by federal law. This Letter Agreement is binding upon, and shall inure to the benefit of, the parties and their respective hensheirs, executors, administrators, successors and assigns.