Employment Agreement between Establishment Labs Holdings Inc. and Juan Jos Chacn-Quirs dated effective as of December 26, 2018

Employment. The Company hereby employs Employee for an undefined term in the position of Chief Executive Officer (“CEO”), commencing on the Effective Date and to perform such services and duties globally as are consistent with such position. Employee hereby accepts such employment. During the term of his employment hereunder (the “Employment Term”), Employee shall devote his time, attention, knowledge and skills faithfully, diligently and to the best of his ability to perform his duties hereunder, and Employee shall not engage in any venture or activity which materially interferes with Employee’s performance of his duties hereunder. The Employee shall also comply with the confidentiality terms and additional conditions within the present contract and Employee undertakes and agrees to comply fully with such additional obligations.

Services Required by the Employee. The Employee is required as part of his job description to perform all activities necessary to fulfill the job description included as an appendix, additionally he will be required to complete, fulfill and carry out any task in connection with the objectives the Company has determined for the position.

Schedule, Compensation and Benefits. During the Employment Term, the Company shall remunerate Employee the compensation and other amounts set forth below.

Schedule: Employee will not be assigned with a specific shift, since Employee will invest necessary time discretionally to fulfill his job description.

Salary. The Company shall compensate Employee with an annual base salary (“Salary”) according to the Company’s regular payroll practices, initially as set forth in Appendix 2. The salary amount shall be subject to any required by law deductions.

Incentive Compensation (Annual Bonus). Employee shall also be eligible to receive additional annual compensation (the “Target Bonus”) as set forth in Appendix 2, upon the verification of the achievement of certain individual targets and goals by Employee and certain targets and milestones by the Company’s Board of Directors (the “Board”). Such targets and goals shall be established in writing by the Board. The determination of whether such targets have been achieved shall be determined by the Board in its sole discretion. Employee shall be entitled to such additional annual compensation only if Employee is employed by the Company through the end of the applicable fiscal year, except as expressly contemplated in Section 5. Any such additional annual compensation to which Employee is entitled with respect to a particular fiscal year shall be paid no later than March 15 of the year following such fiscal year.

Equity Awards. Employee is entitled to receive the equity award as set forth in Appendix 2. Employee will be eligible to receive equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or a committee of the Board will determine in its sole discretion whether Employee will be granted any such equity awards and the terms and conditions of any such equity award in accordance with the terms and conditions of any applicable plan or arrangement that may be in effect from time to time.

Expense Reimbursement. The Company shall pay or reimburse Employee (or, in the Company’s sole discretion shall pay directly), upon a proper accounting as the Company may reasonably require, for reasonable business related expenses and disbursements incurred by Employee in the course of the performance of Employee’s duties under this Agreement, provided that the incurring of such expenses shall have been approved in accordance with the Company’s regular reimbursement procedures and policies of the Company in effect from time to time.

Vacation. Employee shall be entitled to the number of days of paid vacation set forth in Appendix 2, in accordance with the Company’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto.

Total / Global compensation statement: The parties have defined and agreed a total compensation system, according with international compensation practices, the scope of services hired and the variety of places where those services will be rendered. Therefore, it is understood that the compensation agreed is global and total, since it encompasses all possible rights, indemnities or entitlements that Employee may have for the services rendered globally. Regardless of regulations affecting payments due to nationality, place of payment or any other fact, the parties agree that no additional amounts will be paid. Finally the parties may vary the amounts, period for payments and concepts or even benefits included as may be convenient for Employee or for the Company, but such different allocation of income will not affect the total amount received by Employee nor generate additional obligations for the Company.        

Termination for Cause. Employee’s employment may be terminated by the Company for “Cause.” For purposes of this Agreement, “Cause” shall mean (i) Employee’s conviction, or pleading guilty or nolo contendere to, a felony or other crime involving moral turpitude, (ii) Employee’s engagement in fraud, dishonesty, embezzlement, insubordination, or misconduct, (iii) the failure of Employee to perform his assigned duties or follow the reasonable and lawful directives of the Board, which failure is not cured within ten (10) days of written notice from the Company of such material failure, (iv) the material breach by Employee of his obligations hereunder or under any material provision of the Company’s Code of Business Conduct and Ethics or any related agreements with any Company Group member, which breach (to the extent curable) is not cured within ten (10) days of written notice from the Company of such breach, or (v) any of the causes described in the applicable Labor Code. Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him written notice of such termination.

Termination by Employee for Good Reason. Employee’s employment may be terminated by Employee for “Good Reason” if Employee resigns from his employment with the Company in accordance with the following sentence after the occurrence of any of the following events, without Employee’s consent:

a material diminution by the Company of the responsibility, importance or scope of Employee’s functions, duties or position with the Company from the position and attributes thereof described in Appendix 1;

breach by the Company of any material provision hereof; or

any reduction of Employee’s Salary.

Termination by Reason of Death or Disability. Employee’s employment will automatically terminate upon the death or Disability of Employee. For purposes of this Section 4(c), the term “Disability” shall mean the inability or failure of Employee to perform the essential functions of his position of employment with the Company with or without reasonable accommodation as a result of a mental or physical disability for a total of ninety (90) or more days (whether or not consecutive) during any twelve (12) months, all as determined in good faith by a majority of the disinterested members of the Board; provided, however, if the Company maintains a policy insuring against the disability of Employee, then “Disability” shall have the same meaning as in such policy.

Termination by Company without Cause. Employee’s employment may be terminated by the Company without Cause, at any time, for any reason or for no reason, upon the payment by the Company of all indemnities which may be deemed mandatory according to the applicable local legislation.

Termination by Employee without Good Reason. Employee’s employment may be terminated by Employee without Good Reason, at any time, upon thirty (30) days’ prior written notice of

Non-CIC Qualified Termination. If a Non-CIC Qualified Termination occurs, then, subject to Sections 5(e) and 6, Employee will receive the following severance payment and benefits:

Salary Severance. A lump sum severance payment equal to twelve (12) months of Employee’s Salary as in effect immediately prior to such termination of Employee’s employment (or if such termination is the result of Employee’s resignation due to a material reduction in Employee’s Salary, as in effect immediately prior to such reduction).

Bonus Severance. A lump sum severance payment equal to (A) the annual bonus that Employee would have earned under Section 3(b)(ii) for the fiscal year in which Employee’s Non-CIC Qualified Termination occurs had Employee remained employed with the Company through the date Employee was required to continue employment with the Company in order to be eligible to receive such bonus multiplied by (B) the fraction obtained by dividing (x) the number of days Employee has worked during such fiscal year by (y) the total number of days in such fiscal year, which will be paid at the same time as other similarly situated employees of the Company receive bonus payments for the fiscal year but in no event later than March 15 of the year following the year of the Non-CIC Qualified Termination.

CIC Qualified Termination. If a CIC Qualified Termination occurs, then, subject to Sections 5(e) and 6, Employee will receive the following severance payments and benefits from the Company:

Salary Severance. A lump sum severance payment equal to eighteen (18) months of the higher of (x) Employee’s Salary as in effect immediately prior to such termination of Employee’s employment (or if such termination is the result of Employee’s resignation due to a material reduction in Employee’s Salary, as in effect immediately prior to such reduction) or (y) Employee’s Salary as of immediately prior to the Change in Control.

Bonus Severance. A lump sum severance payment equal to one hundred percent (100%) of Employee’s Target Bonus as in effect for the fiscal year in which Employee’s termination of employment occurs.

Equity Acceleration. Accelerated vesting as to one hundred percent (100%) of the then‑unvested portions of all of Employee’s outstanding equity awards.

Voluntary Resignation; Termination for Cause; Death; Disability. If Employee’s employment with the Company terminates (i) voluntarily by Employee (other than for Good Reason), (ii) for Cause by the Company, or (iii) as a result of Employee’s death or Disability, then Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Offset. The severance payments and benefits Employee would otherwise be entitled to receive pursuant to Sections 5(a) or (b) will be reduced by any liability the Company may have to Employee for any severance payments or benefits required under any applicable statute, law or regulation to the extent permitted by applicable law.

Accrued Compensation. For the avoidance of any doubt, in the event of any termination of Employee’s employment with the Company, Employee will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Employee under any Company-provided plans, policies, and arrangements.

Transfer between the Company Group. For purposes of this Agreement, if Employee is involuntarily transferred from one member of the Company Group to another, the transfer will not be a termination without Cause but may give Employee the ability to resign for Good Reason in accordance with Section 4(b).

Exclusive Remedy. In the event of a termination of Employee’s employment with the Company, the provisions of this Section 5 are intended to be and are exclusive and in lieu of any other rights or remedies to which Employee may otherwise be entitled, whether at law, tort or contract, in equity. Employee will be entitled to no benefits, compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in this Section 5, subject to applicable law.

Separation Agreement and Release of Claims. The receipt of any severance payment or benefits pursuant to Sections 5(a) or (b) will be subject to (i) Employee resigning from all positions Employee may hold as an officer or director of a Company Group member and executing all

Timing of Severance Payments. Provided that the Release and Resignations become effective and irrevocable by the Release Deadline, any severance payments or benefits under this Agreement will be paid on, or, in the case of installments, will not commence until, the first regularly scheduled Company payroll date following the date the Release and Resignations become effective and irrevocable, and the remaining payments will be made as provided in the Agreement (including any delay that may be required by Section 6(c)(ii)). In no event will Employee have discretion to determine the taxable year of payment for any Deferred Payments.

Section 409A.

Notwithstanding anything to the contrary in this Agreement, no Deferred Payments will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A.

Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s separation from service, but prior to the six (6)-month anniversary of the separation from service, then any payments delayed in accordance with this Section 6(c)(ii) will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments.

The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate, or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. In no event will any Company Group member reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A.

Compliance with Related Agreements. Employee’s receipt of any payments or benefits under Section 5(a) or (b) will be subject to Employee continuing to comply with the terms of the Related Agreements (as defined below) and the provisions of this Agreement.

No Duty to Mitigate. Employee will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Employee may receive from any other source reduce any such payment.

Limitation on Payments. In the event that the payments and benefits provided for in this Agreement or otherwise payable to Employee (collectively, the “Payments”) (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this Section 7, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments will be either:

delivered in full, or

delivered as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iv) reduction of other benefits paid or provided to Employee, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to Employee on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will Employee have any discretion with respect to the ordering of payment reductions.

“Change in Control” has the meaning given to it in the Company’s 2018 Equity Incentive Plan.

“Change in Control Period” means the period beginning on a Change in Control and ending twelve (12) months after the Change in Control.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Group” means the Company and its parents and subsidiaries.

“Deferred Payment” means any severance pay or benefits to be paid or provided to Employee (or Employee’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

“Qualified Termination” means a termination of Employee’s employment either (i) by the Company without Cause (excluding by reason of Employee’s death or Disability) or (ii) by Employee for Good Reason, in either case, during the Change in Control Period (a “CIC Qualified Termination”) or outside of the Change in Control Period (a “Non-CIC Qualified Termination”).

“Section 409A” means Section 409A of the Code and any final regulations and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time.

“Section 409A Limit” will mean two (2) times the lesser of: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable

Obligations upon Termination of Employment. Upon termination of employment for any reason:

Employee shall completely, efficiently and effectively transfer to the Company any and all patents, copyrights, intellectual property or other discoveries, inventions, or creations which have been developed during the duties performed under and during the term of this Agreement. Employee further agrees to assist the Company in every proper way (but at the Company’s expense, such expense not to include any fee or surcharge to Employee other than normal compensation required by law) to obtain and from time to time maintain, defend, and enforce intellectual property rights on Company’s patents, copyrights, intellectual property or other discoveries, inventions, or creations in any and all countries.

Employee shall return to the Company, in good condition and repair, all materials (including copies stored in any format) and property supplied to Employee, by the Company, if any, which may be in Employee’s possession or under Employee’s control.

Employee agrees that during the Employment Term and for a period of twelve (12) months, following the termination of his employment for any reason (the “Restricted Period”) he will not, for his own account or jointly with another, directly or indirectly, for or on behalf of any individual, partnership, corporation, or other legal entity, as principal, agent or otherwise:

Own, control, manage, be employed by, consult with, or otherwise participate in, a business (other than that of the Company) or any other activity which is competitive with the products or activities which are or have been performed by the Company at the time of Employee´s separation from employment or have been performed by the Company or its subsidiaries or Affiliates (as defined below) during the twelve (12) month period preceding the termination of Employee’s employment (the “Prior Period”);

Solicit (directly or indirectly) the patronage of any Customer;

Interfere, or seek to interfere, with the continuance of the products / services offered by the Company or any of its subsidiaries or Affiliates (or the terms relating to such supplies) from any suppliers who supplied goods or services to the Company and/or any of its subsidiaries or Affiliates during the Prior Period; or

Solicit or induce, or in any manner attempt to solicit or induce, any person employed by the Company or any of its subsidiaries or Affiliates to leave such employment, whether or not such employment is pursuant to a written contract and whether or not such employment is at will, or hire any person who has been employed by the Company or any of its subsidiaries or Affiliates at any time during the one (1) year period preceding such hiring.

Employee recognizes the importance of the covenant contained in this Section 10 and acknowledges that, based on his past experience and training and the projected expansion of the Company’s business, the restrictions imposed herein are: (i) reasonable as to scope, time and area; (ii) necessary for the protection of the Company’s legitimate business interests, including without limitation, the Company’s trade secrets, goodwill, and its relationship with customers and suppliers; and (iii) not unduly restrictive of any of Employee’s rights as an individual. Employee acknowledges and agrees that the covenants contained in this Section 10 are essential elements of this Agreement and that but for these covenants, the Company would not have entered into this Agreement. Such covenants shall be construed as agreements independent of any other provision of this Agreement. The existence of any claim or cause of action against the Company by Employee, whether predicted on the breach of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained in this Section 10.

If Employee commits a breach or threatens to commit a breach of any of the provisions of this Section 10, the Company shall have the right and remedy, in addition to any others that may be available, at law or in equity, to have the provisions of this Section 10 specifically enforced by

If any covenant contained in this Section 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to reduce the duration, scope and/or area of such covenant and, in its reduced form, said covenant shall then be enforceable. If Employee breaches the covenants set forth in this Section 10, the running of the non-compete period described herein (but not his obligation) shall be tolled for so long as such breach continues.

The provisions of this Section 10 shall survive the expiration and termination of this Agreement, and the termination of Employee’s employment hereunder for any reason. If after termination of this Agreement, or the Employment Term, the Employee continues to provide services to the Company or any of its subsidiaries and Affiliates as an employee, consultant or in any other capacity, whether on a full or part-time basis, then notwithstanding anything to the contrary set forth herein, the Restricted Period shall not commence to run until the last day Employee provides services to the Company, even though this Agreement or the Employment Term may have terminated at an earlier date.

For purposes of this Agreement, “Confidential Information” shall mean information or material proprietary to the Company or its Affiliates which is not generally known by non-employed personnel or contractors. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature, regardless of whether or not they are reduced to writing: financial statements, tax returns, accounts payable and receivable, general account ledgers, payroll, employee and distributor bonus information, supplier contract terms, bank statements and information, price lists, project pricing, pricing policies and all other nonpublic financial information, discoveries, ideas, concepts, formulas, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know how”, marketing techniques and materials, marketing and development plans, present or prospective customer or client names, distributors, information relating to the Company (including

All notes, data, reference materials, sketches, drawings, memoranda, documentation and records that in any way incorporate or reflect any of the Confidential Information, and all proprietary rights therein, including patents or copyrights, shall belong exclusively to the Company. Employee agrees to surrender to the Company, all copies of such materials in Employee’s control, custody, or possession upon request or upon termination of Employee’s employment under this Agreement.

Employee acknowledges that the Confidential Information is valuable, special and unique to the business of the Company. Employee covenants and agrees to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer at any time during the term of his employment with the Company or at any time after termination of employment with the Company, any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose whatsoever except as required to perform his or her duties under this Agreement.

Confidential Information does not include (i) information in the public domain; (ii) information acquired from a third party not bound to an obligation of confidentiality; (iii) information known to Employee prior to the date hereof; and (iv) information required to be disclosed by force of law.

Employee’s obligations under this Section 11 will continue in effect indefinitely after termination of this Employment Agreement. The parties agree that any breach of Employee’s covenants in this Section 11 will cause the Company irreparable harm, and that injunctive relief would be appropriate.

Non-Solicitation. Employee agrees that during employment and for a period of two (2) years after termination of employment, Employee shall not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or its Affiliates to quit or abandon his employ, without the Company’s prior consent.

Company Property. The Company shall be the sole owner of all products and proceeds of the Employee’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Employee may acquire, obtain, develop or create in connection with and during the Employment Term, free and clear of any claims by the Employee (or anyone claiming under the Employee) of any kind or character whatsoever (other than the Employee’s right to receive compensation hereunder). The Employee shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title and interest in or to any such properties. Upon the termination of the Employee’s employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the Business which are in the possession of the Employee (including all copies thereof), shall be promptly returned to the Company.

Access to Communication System.    The Employee shall use internal e-mail, voice mail, computer systems and similar communication systems for work purposes and refrain from using them for personal purposes. Further, the Employee hereby agrees that the Company may access or examine these systems, from time to time, pursuant to the Company’s business requirements and in order to check if the Employee has observed the Company regulations or if there have been any illegal or improper affairs.

Representations of Employee. Employee hereby represents and warrants to the Company that (a) this Agreement is the valid, legal and binding obligation of Employee, and (b) this Agreement does not, and Employee’s performance of his duties hereunder will not, violate any provision of any agreement, indenture or other instrument, or any fiduciary or other obligation, to which the Employee is a party or by which it is bound.

Related Agreements. Employee confirms that the terms of the Employee Confidentiality Agreement and Noncompetition, Nondisclosure and Inventions Agreement in place with the Company (collectively referred to as the “Related Agreements”) still apply. The Employee understands that nothing in this Agreement or any Related Agreement shall in any way limit or prohibit the Employee from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment

Indemnification. The Company hereby agrees to indemnify and hold harmless Employee in accordance with the Indemnification Agreement executed on April 23, 2018, between the Company and Employee.

Modification and Waiver. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.

Governing Law/Arbitration. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, without regard to any conflict-of-law rule or principle that would give effect to the laws of another jurisdiction. Should any dispute arise relating to the meaning, interpretation, or application of this Agreement, such dispute shall be heard through a private conciliation procedure.

Tax Withholding and social security deductions. The Company may withhold and deduct from any amounts payable under this Agreement such taxes and social security obligations as may be required to be withheld pursuant to any applicable law or regulation.

Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

Integrated Agreement. This Agreement and any Related Agreements constitute the last and entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersede any other agreements executed before the Effective Date with respect to the subject matter hereof. There are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.

Interpretation. No provision of this Agreement is to be interpreted for or against any party because that party or that party’s legal representative drafted such provision. For purposes of this Agreement: “herein,” “hereby,” “hereunder,” “herewith,” “hereafter,” and “hereinafter” refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

Notices. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by facsimile transmission (with confirmation transmission), or upon the expiration of four (4) days after the date sent, if sent by Federal Express (or similar overnight courier service) to the parties at the following addresses:

Successors. This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee. This Agreement is assignable by the Company and shall inure to the benefit of and be binding upon the Company and its successors and assigns.