employees of the Company at the Vice President level and above are proportionally reduced and inthe case of such reduction, Base Salary shall not be reduced by more than 10%.          4.2 **Incentive Compensation****.**Within thirty (30) days after the end of each calendaryear, if the Company and Employee meet specified targets agreed upon in advance by the Board ofDirectors of the Company (the “***Board***”), Employee shall be entitled to receive a target bonus of**[_________]**percent (**[______]**%) of **[his/her]**Base Salary (the “***Annual Bonus***”) as determined by **[THEBOARD IN THE CASE OF SECTION 16 OFFICERS OR THE BOARD OR ITS DESIGNEE IN THE CASE OF VICEPRESIDENTS]**, in **[ITS/HIS]**sole discretion. Employee must be currently employed by the Company asof the date of payment of any Annual Bonus in order to be entitled to such payment. If the Companyand Employee do not fully meet such targets, the Company may pay Employee a bonus of such amount asthe **[BOARD IN THE CASE OF SECTION 16 OFFICERS OR THE BOARD OR ITS DESIGNEE IN THE CASE OF VICEPRESIDENTS]**deems appropriate in its sole discretion. Before the beginning of a new bonus year,the Board may, in its discretion, reduce the percentage of the Annual Bonus applicable toemployees, provided that Employee’s Annual Bonus may be reduced only to the extent that thepercentage annual bonuses of all other employees of the Company at the Vice President level andabove are proportionally reduced.          4.3 **Equity Grants.** Employee shall be entitled to annual grants of stock options,restricted stock and other equity based long term incentive compensation generally made availableto comparable senior executives of the Company on substantially the same terms and conditions asgenerally applicable to such other executives.          4.4 **Performance and Compensation Review****.**Employee’s performance will be reviewed noless frequently than annually to determine whether Employee’s salary or other compensation shouldbe modified.          4.5**Vacation****.**Employee shall be eligible to earn **[_________]**(**[___]**) calendar weeks ofpaid vacation in each year of this Agreement. Vacation will accrue at the rate of _________ hoursper ______, and may be carried over from year to year up to a maximum cap of 240 hours and inaccordance with Company policy. Additional paid vacation shall accrue in accordance with Companypolicy. Any accrued unused vacation will be cashed out upon termination of employment at Employee’sthen current Base Salary rate in accordance with Company policy and applicable law.          4.6 **Benefits and Insurance****.**In addition to the vacation benefits in Section 4.5above, Employee shall be entitled to all benefits that the Company may make generally availablefrom time to time to its employees, subject to the terms and conditions of the applicable policy orplan, and provided that Employee understands that he/she will be designated as a key employee forpurposes of any leave granted under the Family and Medical Leave Act.     5. **Business Expenses****.**The Company shall pay, or promptly reimburse, Employee for allreasonable, out-of-pocket travel and business expenses incurred in the performance of Employee’sduties on behalf of the Company for which Employee submits the required supporting documentationand otherwise fully complies with the Company’s travel and expense
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reimbursement policy as in effect from time to time. Reimbursements under this Section 5will be made in accordance with Section 9.12.     6. **Separation of Employee’s Employment****.**          6.1 **Termination for Cause by the Company****.**The Company may terminate Employee’semployment at any time for Cause. For purposes of this Agreement, “***Cause***” is defined as: (i)Employee’s willful and continued failure to substantially perform **[his/her]**duties andresponsibilities, after written notice thereof and an opportunity to cure; (ii) Employee’s willfulengaging in conduct which is materially injurious (monetarily or otherwise) to the Company,including without limitation, misuse of Company funds or property; (iii) Employee’s conviction of afelony (other than a moving vehicle violation); or (iv) any other material breach by Employee ofthis Agreement or any confidentiality, noncompetition, nondisclosure and/or invention agreementwith the Company which is materially injurious (monetarily or otherwise) to the Company.Notwithstanding the foregoing, the Company must notify Employee of any event constituting Causewithin 45 days following the Company’s knowledge of its existence or such event will not constituteCause under this Agreement. For purposes of this Agreement, no act or failure to act, on the partof Employee, will be considered “willful” unless it is done, or omitted to be done, by Employee inbad faith or without reasonable belief that Employee’s action or omission was in the best interestsof the Company. Employee’s employment will in no event be considered to have been terminated bythe Company for Cause if the act or failure to act upon which such termination is based is an actor failure to act in respect of which Employee meets the applicable standard of conduct prescribedfor indemnification or reimbursement or payment of expenses under the By-laws of the Company or thelaws of the state of its incorporation or the directors’ and officers’ liability insurance of theCompany, in each case as in effect at the time of such act or failure to act.     In the event that Employee’s employment is terminated in accordance with this Section 6.1,Employee shall be entitled to receive, on Employee’s first regular payday following the TerminationDate, a lump sum payment equal to the following: (i) any portion of Employee’s Base Salary thathas been earned but not yet paid as of the Termination Date, and (ii) any accrued unused vacationas of the Termination Date, all of the foregoing to be less required withholding (clauses (i) and(ii) collectively, the “***Accrued Benefits***”). All other Company obligations to Employee, includingbut not limited to any bonus as described in Section 4.2 and Severance (as defined in Section6.2), will automatically terminate and be completely extinguished as of the Termination Date;provided, however, Employee shall continue to be entitled to any accrued benefits under theCompany’s benefit and welfare plans and to indemnification and continued coverage under theCompany’s D&O policies.          6.2 **Termination Without Cause; Change of Control****.**               (a) If the Company terminates Employee’s employment without Cause, or if Employee resigns forGood Reason in accordance with Section 6.3, then Employee will be entitled to receive thefollowing:
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                    (i) a lumpsum severance payment in an amount equal to **[______]**(**[___]**) timesEmployee’s then current Base Salary, less required withholding,                    (ii) a lump sum severance payment in an amount equal to **[______]**(**[___]**) timesEmployee’s target Annual Bonus in respect of the calendar year in which the termination ofemployment occurs, less required withholding, and                    (iii) the amounts set forth in paragraph (c) below.               (b) If the Company terminates Employee without Cause, or if Employee resigns for Good Reasonin accordance with Section 6.3, in either case within three (3) months before or twelve (12)months following a Change of Control, then Employee will be entitled to receive in addition tothose payments set forth in Section 6.2(a) above, the following:                    (i) a lump sum severance payment in an amount equal to **[______]**(**[___]**) timesthe greater of (A) Employee’s then current Base Salary, and (B) Employee’s Base Salary as of thedate immediately prior to the Change of Control, less required withholding,                    (ii) a lump sum severance payment in an amount equal to **[______]**(**[___]**) timesthe greater of (A) Employee’s target Annual Bonus in respect of the calendar year in which thetermination of employment occurs, and (B) Employee’s target Annual Bonus for the year immediatelypreceding the year in which the Change of Control occurs, less required withholding, and                    (iii) the amounts set forth in paragraph (c) below.               (c) In addition to those amounts set forth in paragraphs (a) or (b) above, as applicable,Employee shall be entitled to (i) on Employee’s first regular payday following the TerminationDate, a lump sum payment equivalent to the Accrued Benefits; (ii) reasonable costs not to exceed$10,000 for outplacement services provided by a purveyor approved by the Company and movingexpenses, upon delivery to the Company of an itemized invoice for such services provided that, ineach case, such costs are incurred within **[______]**(**[___]**) months of the TerminationDate; (iii) reimbursement by the Company for the cost (on an after-tax basis) of continuation ofall medical and dental benefits in effect on the Termination Date, for a period of eighteen (18)months following the Termination Date, or until Employee is eligible to receive comparable medicaland dental benefits from another employer; provided, however, (A) Employee timely elects thecontinuation of group health plan benefits under the Consolidated Omnibus Budget Reconciliation Actof 1985 (“***COBRA***”), (B) Employee makes a payment to the Company in an amount equal to the monthlypremium payments (both the employee and employer portions) required to maintain such coverage, (C)such reimbursement shall comply with Section 9.12(c), (D) Employee and the Company acknowledgethat this
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coverage will count towards the Company’s and the applicable grouphealth plan’s obligation toprovide Employee with the right to continuation coverage pursuant to COBRA and Employee will beable to continue such coverage at **[his/her]**own expense for the balance of the period providedunder COBRA, and (E) Employee will not have a duty to mitigate the payments to be made to Employeepursuant to this clause (iii) by obtaining subsequent employment or otherwise; (iv) any unpaidAnnual Bonus with respect to the calendar year ended prior to the termination of Employee’semployment; and (v) full accelerated vesting of any and all unvested stock options, restrictedstock units and restricted stock grants held by Employee.               (d) “**Change of Control**” shall mean the occurrence, in a single transaction or in a series ofrelated transactions, of one or more of the following events:                    (i) Any Person, as defined under the Securities Exchange Act of 1934, as amended (the“***Exchange Act***”) (“***Person***”), becomes the owner of voting securities of the Company (“***VotingSecurities***”) representing more than fifty percent (50%) of the combined voting power of theCompany’s then-outstanding securities, other than by virtue of a merger, consolidation or similartransaction; provided, however, that in determining whether a Change of Control has occurred,Voting Securities which are acquired by any Person in a Non-Control Acquisition (as hereinafterdefined) shall not constitute an acquisition which would cause a Change of Control. A “***Non-ControlAcquisition***” shall mean an acquisition by (A) an employee benefit plan (or a trust forming a partthereof) maintained by (1) the Company or (2) any of the Company’s subsidiaries, (B) the Company orany of the Company’s subsidiaries, or (C) any Person of not more than 25% of the Voting Securitiesthat is entitled to and does report such beneficial ownership on Schedule 13G under the ExchangeAct (a “***13G Filer***”), provided, however, that this clause (C) shall cease to apply when a Person whois a 13G Filer becomes required to file a Schedule 13D under the Exchange Act with respect to suchbeneficial ownership of the Voting Securities;                    (ii) The consummation of a merger, consolidation or similar transaction that directly orindirectly involves the Company (a “***transaction***”), other than a transaction which results in (A)the Incumbent Directors (as hereinafter defined) constituting immediately after such transaction atleast a majority of the board of directors of the Company, the entity surviving such merger orconsolidation or, if the Company or the entity surviving such merger is then a subsidiary, theultimate parent thereof, and (B) the voting securities of the Company outstanding immediately priorto such transaction continuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity or any parent thereof), in combination with theownership of any trustee or other fiduciary holding securities under an employee benefit plan ofthe Company or any subsidiary of the Company, more than fifty percent (50%) of the combined votingpower of the securities of the Company or such surviving entity or any parent thereof outstandingimmediately after such transaction;                    (iii) The stockholders of the Company approve, or the Board approves, a plan of completedissolution or liquidation of the Company, or a complete dissolution or liquidation of the Companyotherwise occurs;                    (iv) The consummation of a sale, lease or other disposition of all or substantially all of theconsolidated assets of the Company (a “***disposition***”) that requires
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approval of the Company’s stockholders under Delaware corporate law; provided that thisparagraph (d)(iv) excludes a disposition to an entity with respect to which stockholders of theCompany own immediately after the disposition more than fifty percent (50%) of the combined votingpower of the entity’s outstanding voting securities; or                    (v) The Board ceases to be composed of at least a majority of Incumbent Directors. “***IncumbentDirectors***” are the current members of the Board and any subsequent Board member who was nominatedor elected by a majority vote of the Incumbent Directors then in office; provided, however, that noindividual shall be considered an Incumbent Director if such individual initially assumed office asa result of either an actual or threatened election contest or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than the Board (a “***ProxyContest***”) including by reason of any agreement intended to avoid or settle any election contest orProxy Contest.               Notwithstanding the above clauses (i) through (v), a “Change of Control” shall not haveoccurred (unless the Board determines otherwise) by reason of either of the following: (A) anycorporate reorganization, merger, consolidation, transfer of assets, liquidating distribution orother transaction entered into solely by and between the Company and any subsidiary of the Company(a “***reorganization***”), provided the reorganization was approved by at least two-thirds (2/3) of theIncumbent Directors (as defined above) then in office and voting; or (B) any of the transactionsdescribed in clauses (i) through (v) above occurs pursuant to an Insolvency Proceeding. An“***Insolvency Proceeding***” means (A) the Company institutes or consents to the institution of anyproceeding under any debtor relief law, makes an assignment for the benefit of creditors, orapplies for or consents to the appointment of any receiver, trustee, custodian, conservator,liquidator, rehabilitator or similar officer for the Company or for all or any material part of theCompany’s property; or (B) any receiver, trustee, custodian, conservator, liquidator, rehabilitatoror similar officer is appointed without the application or consent of the Company and theappointment continues undischarged or unstayed for 60 calendar days; or (C) any proceeding underany debtor relief law relating to the Company or to all or any material part of the Company’sproperty is instituted without the consent of the Company and continues undismissed or unstayed for60 calendar days, or any order for relief is entered in any such proceeding.               (e) The payments and benefits to which Employee is entitled under Section 6.2(a) andSection 6.2(b) are referred to as “***Severance***.” All other Company obligations to Employeepursuant to this Agreement other than Employee’s accrued benefits under the Company’s benefit andwelfare plans and **[his/her]**rights to indemnification and continued coverage under the Company’sD&O policies will automatically terminate and be completely extinguished as of the TerminationDate.          6.3 **Resignation of Employee for Good Reason****.**               (a) Other than during the twelve (12) month period commencing on the date of a Change ofControl (such twelve (12) month period, the “***Change of Control Protection Period***”), Employee mayresign for “***Good Reason***” upon notice to the Company within thirty (30) days following the relevantevent or condition if any of the following occurs without Employee’s express consent:
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                    (i) The Board or Company (A) alters Employee’s duties, responsibilities or title resulting ina significant diminution of Employee’s position, duties, responsibilities or status with theCompany or, (B) requires Employee to report to anyone other than the most senior executive of theCompany if the Employee previously reported to the most senior executive of the Company or (C)reduces Employee’s Base Salary, unless the base salaries of all other employees of the Company atthe Vice President level or above are proportionately reduced and such reduction does not exceed10% of Employee’s Base Salary;                    (ii) The Board or Company transfers or assigns Employee to any location that is more thanfifty (50) miles from the location of Employee’s principal office. Required travel on theCompany’s business that is consistent with the business travel obligations of Employee’s positionis excluded from this Section 6.3(a)(ii); or                    (iii) The Company materially breaches its obligations under this Agreement, but only afterEmployee has provided written notice to the Company specifying such material breach and the Companyfails to cure such breach within 20 days after its receipt of such notice.               (b) During the Change of Control Protection Period, Employee may resign for “***Good Reason***” uponthe occurrence of any of the following events or conditions without Employee’s express consent:                    (i) A material adverse change in Employee’s duties, responsibilities or title as in effect atany time within one year preceding the date of a Change of Control or at any time thereafter; theassignment to Employee of any duties or responsibilities which are inconsistent with **[his/her]**duties, responsibilities or title as in effect at any time within one year preceding the date of aChange of Control or at any time thereafter; or any removal of Employee from or failure toreappoint or reelect him/her to any of such offices or positions, except in connection with thetermination of **[his/her]**employment for Disability, Cause, as a result of **[his/her]**death or byEmployee other than for Good Reason;                    (ii) A material reduction in Employee’s annual salary or target annual bonus opportunity as ineffect at any time within one year preceding the date of a Change of Control or at any timethereafter; provided, however, that a reduction by more than 10% in Employee’s annual salary ortarget annual bonus opportunity shall be considered a material reduction for purposes of thisSection 6.3(b)(ii);                    (iii) The Board or Company transfers or assigns Employee to any location that is more thanfifty (50) miles from the location of Employee’s principal office prior to the Change of Control.Required travel on the Company’s business that is consistent with the business travel obligationsof Employee’s position is excluded from this Section 6.3(b)(iii);                    (iv) The failure by the Company to (A) provide Employee with compensation and benefits, in theaggregate, at least equal (in terms of benefit levels and/or reward opportunities) to thoseprovided for under a material employee benefit plan, program and practice in which Employee wasparticipating at any time within one year preceding the date of a
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Change of Control or at any time thereafter, or (B) permit Employee to participate in any orall incentive, savings, retirement plans and benefit plans, fringe benefits, practices, policiesand programs applicable generally to other similarly situated employees of the Company andaffiliated companies of the Company (including any successors to the Company and affiliatedcompanies of the Company);                    (v) The Company materially breaches its obligations under this Agreement;                    (vi) Any purported termination of Employee’s employment for Cause by the Company which doesnot comply with the terms of Section 6.2; or                    (vii) The failure of the Company to obtain an agreement, satisfactory to Employee, from anysuccessors and to assume and agree to perform this Agreement.     Notwithstanding anything to the contrary in Sections 6.3(b)(i) through (vii) above,Employee shall provide written notice to the Company of any actual or perceived occurrence of anyof the foregoing events which could give rise to a “Good Reason” termination by Employee, and theCompany shall have twenty (20) days from the date of such notice to cure any alleged deficiency tothe extent curable.          6.4 **Resignation by Employee Without Good Reason****.**Employee may voluntarily resignposition with the Company without Good Reason at any time on thirty (30) days’ advance writtennotice. In the event Employee’s resignation is without Good Reason, Employee will be entitled toreceive, on Employee’s first regular payday following the Termination Date, a lump sum paymentequivalent to the Accrued Benefits. All other Company obligations to Employee pursuant to thisAgreement other than Employee’s accrued benefits under the Company’s benefit and welfare plans and**[his/her]**rights to indemnification and continued coverage under the Company’s D&O policies willautomatically terminate and be completely extinguished.          6.5 **Employee’s Execution of Release and Timing of Payments****.**               (a) **Release**. Notwithstanding the foregoing, as a condition to the payment of anyseverance pursuant to Sections 6.2(a) or 6.6(b)(i) and (iii), Employee will be required toexecute, deliver and not revoke, within 60 days following the Termination Date, a release providedby the Company which contains a full and general release of claims in favor of the Company and itsaffiliates (“***Release***”). If the Release has not been executed, delivered and becomeirrevocable by Employee within the statutory revocation period, no payments under Sections 6.2(a)or 6.6(b)(i) and (iii), will be or become payable. Notwithstanding the foregoing, if the Companydoes not deliver the Release to Employee within three (3) business days following the TerminationDate, then any requirement for Employee to execute, deliver and not revoke the Release as acondition of receiving any payments under Sections 6.2(a) or 6.6(b)(i) and (iii) will have noeffect, and Employee will be entitled to receive any payments to which
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Employee otherwise qualifies under Sections 6.2(a) or 6.6(b)(i) and (iii).               (b) **Time of Payments**. Unless otherwise stated and subject to Sections 6.5(a) and9.12 hereof, all payments and reimbursements required to be made under this Section 6 toEmployee (including any payments or reimbursements to which Employee is entitled in respect of theperiod commencing on the Termination Date and ending on the 60th day following theTermination Date) shall be made or shall commence on the 60th day following theTermination Date; provided, however, all payments required to be made under Section 6.2(b) toEmployee shall be made or shall commence on the 60th day following the later of: (i) theTermination Date and (ii) the date of the Change in Control.          6.6 **Termination Upon Death or Disability****.**               (a) **Death****.**Employee’s employment will terminate automatically upon death of Employee.In the event of Employee’s death, the Accrued Benefits shall be paid, on Employee’s first regularpayday following the Termination Date, to the beneficiary designated in writing by Employee(“***Beneficiary***”) or, if no such Beneficiary is designated, to Employee’s estate. In addition, (i)commencing on the Termination Date, the Company will continue Employee’s Base Salary until theearlier of six months from the Termination Date or the commencement of death benefits under anyexisting Company Group Life Insurance Plan, (ii) within sixty (60) days following the TerminationDate, the Company shall pay any unpaid Annual Bonus with respect to the calendar year ended priorto the termination of Employee’s employment and a pro rata Annual Bonus (based upon **[his/her]**target Annual Bonus) for the year in which the termination of employment occurs; and (iii) theCompany shall fully accelerate vesting of any and all unvested stock options, restricted stockunits and restricted stock grants held by Employee.               (b) **Disability****.**In the event that Employee becomes physically or mentally disabledsuch that he/she is unable to perform **[his/her]**duties for a period of three (3) consecutive monthsas determined by a medical professional (“***Disability***”), the Company may terminate Employee’semployment, unless otherwise prohibited by law. In the event of termination due to Disability,Employee shall be paid, on Employee’s first regular payday following the Termination Date, a lumpsum payment equivalent to the Accrued Benefits. In addition, (i) the Company will pay Employee acash lump sum in an amount equal to half of Employee’s Base Salary; (ii) the Company shall pay anyunpaid Annual Bonus with respect to the calendar year ended prior to the termination of Employee’semployment and a pro rata Annual Bonus (based upon **[his/her]**target Annual Bonus) for the year inwhich the termination of employment occurs; and (iii) the Company shall fully accelerate vesting ofany and all unvested stock options, restricted stock units and restricted stock grants held byEmployee.          6.7 **Board Action****.**The Company agrees to take all actions required by the Board orotherwise to accelerate Employee’s unvested stock options, restricted stock units and restrictedstock grants as required by Sections 6.2 or 6.6.          6.8 **Adjustment of Payments and Benefits****.**Notwithstanding any provision of thisAgreement to the contrary, if any payment or benefit to be paid or provided under this
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Agreement or otherwise would be an “***Excess Parachute Payment***,” within the meaning of Section280G of the Code, or any successor provision thereto, but for the application of this sentence,then the payments and benefits to be paid or provided hereunder shall be reduced to the minimumextent necessary (but in no event to less than zero) so that no portion of any such payment orbenefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that theforegoing reduction shall be made only if and to the extent that such reduction would result in anincrease in the aggregate payments and benefits to be provided, determined on an after-tax basis(taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successorprovision thereto, any tax imposed by any comparable provision of state law, and any applicablefederal, state and local income taxes). The determination of whether any reduction in suchpayments or benefits to be provided hereunder is required pursuant to the preceding sentence shallbe made at the expense of the Company, if requested by Employee or the Company, by the Company’sindependent accountants. The fact that Employee’s right to payments or benefits may be reduced byreason of the limitations contained in this Section 6.8 shall not of itself limit or otherwiseaffect any other rights of Employee under this Agreement. In the event that any payment or benefitintended to be provided hereunder is required to be reduced pursuant to this Section 6.8, suchpayments or benefits will be reduced in the following order: (a) the lump sum severance paymentdescribed in Section 6.2(a)(i) (multiple of Base Salary); (b) the lump sum severance paymentdescribed in Section 6.2(a)(ii) (multiple of target Annual Bonus); (c) the lump sum severancepayment described in Section 6.2(b)(i) (multiple of Base Salary); (d) the lump sum severancepayment described in Section 6.2(b)(ii) (multiple of target Annual Bonus); (e) the benefitsdescribed in Section 6.2(c)(ii) (reimbursement for certain outplacement services and movingexpenses); (f) the benefits described in Section 6.2(c)(iii) (reimbursement for cost of continuedmedical and dental benefits); (g) the benefits described in Section 6.2(c)(iv) (unpaid AnnualBonus with respect to year prior to year of termination); and (h) the benefits described in Section6.2(c)(v) (accelerated vesting of equity awards).     7. **Agreement Not to Compete****.**          7.1 **No Employment with, or Connection to, Competitor****.**Employee agrees that, duringthe term of employment with the Company and for a period of **[___]**following the Termination Date,Employee will not, without securing the prior written permission of the Company:               (a) be employed by, act as an agent for, or consult with or otherwise perform services for, aCompetitor (as defined below); or               (b) own any equity interest in, manage or participate in the management (as an officer,director, partner, member or otherwise) of, or be connected in any other manner with, a Competitor,except that this section shall not restrict Employee from owning less than one percent (1%) of theequity interests of any publicly held entity.          7.2 **Nonsolicitation of Company Employees and Customers****.**Employee agrees that for aperiod of one (1) year following the Termination Date, Employee will not, without securing theprior written permission of the Company, induce or attempt to induce any Employee, officer,director, agent, independent contractor, consultant, customer, strategic partner, licensor,licensee, supplier or other service provider of the Company to terminate a
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relationship with, cease providing services or products to, or purchasing products or servicesfrom, the Company.          7.3 **Definition of Competitor****.**The term “***Competitor***” as used in this Agreement meansany individual or entity that is directly or indirectly engaged in the development and/orcommercialization in the United States of one or more ex vivo cellular immunotherapies for thetherapeutic treatment of cancer, which ex vivo cellular immunotherapies generate twenty percent(20%) or more of either the annual gross revenue or worldwide operating expense of such Competitorin the United States. The term “***Competitor***” also includes an individual or entity that ispreparing to directly or indirectly engage in the development and/or commercialization in theUnited States of ex vivo cellular immunotherapies, if such ex vivo immunotherapies are anticipatedto generate twenty (20%) or more of either the annual gross revenue or annual operating expense ofsuch Competitor in the United States during the first calendar year of development and/orcommercialization.          7.4 **Reasonableness of Restrictions****.**The Company and Employee agree that, in light ofall of the facts and circumstances relating to the relationship that exists and is expected toexist between the Company and Employee, these restrictions (including, but not limited to, thescope of the restricted activities, the duration of the restrictions, and the geographic extent ofthe restrictions) are fair and reasonably necessary for the protection of the goodwill and otherprotectable interests of the Company. If a court or arbitrator of competent jurisdiction declinesto enforce any of these restrictions, the Company and Employee agree that the restrictions shall beenforceable to the maximum extent allowed by law.     8. **Legal Fees and Expenses**. Unless prohibited by law, if Employee prevails on atleast one substantive issue in seeking to enforce the Company’s obligations under this Agreement,the Company shall pay and be solely responsible for any and all costs and expenses (includingattorneys’ fees) incurred by Employee in connection with Employee’s action to enforce the Company’sobligations under this Agreement. The Company shall pay directly or reimburse Employee for any andall such costs and expenses within sixty (60) calendar days following the presentation by Employeeor by counsel selected from time to time by Employee of a statement or statements prepared byEmployee or by such counsel of the amount of such costs and expenses. The Company shall also payto Employee interest (calculated at the base rate from time to time in effect at Bank of America,compounded monthly) on any payments or benefits that are paid or provided to Employee later thanthe date on which due under the terms of this Agreement.          In order to comply with Section 409A of the Code, (a) in no event will the payments by theCompany under Section 8 of this Agreement be made later than the end of the calendar year nextfollowing the calendar year in which such fees and expenses were incurred; Employee shall berequired to submit an invoice for such fees and expenses at least 10 days before the end of thecalendar year next following the calendar year in which such fees and expenses were incurred; (b)the amount of such legal fees and expenses that the Company is obligated to pay in any givencalendar year will not affect the legal fees and expenses that the Company is obligated to pay inany other calendar year; (c) the Company’s obligation to pay Employee’s legal fees will terminateon the fifth anniversary of the termination of this
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Agreement; and (d) Employee’s right to have the Company pay such legal fees and expenses may not beliquidated or exchanged for any other benefit.     9. **General Provisions****.**          9.1 **Successors and Assigns****.**The rights and obligations of the Company under thisAgreement shall inure to the benefit of and shall be binding upon the successors and assigns of theCompany. Employee shall not be entitled to assign any of Employee’s rights or obligations underthis Agreement.          9.2 **Waiver****.**Either party’s failure to enforce any provision of this Agreement shallnot in any way be construed as a waiver of any such provision, or prevent that party thereafterfrom enforcing each and every other provision of this Agreement.          9.3 **Severability****.**In the event any provision of this Agreement is found to beunenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemedmodified to the extent necessary to allow enforceability of the provision as so limited, it beingintended that the parties shall receive the benefits contemplated in this Agreement to the fullestextent permitted by law. If a deemed modification is not satisfactory in the judgment of sucharbitrator or court, the unenforceable provision shall be deemed deleted, and the validity andenforceability of the remaining provisions shall not be affected.          9.4 **Interpretation; Construction****.**The headings set forth in this Agreement are forconvenience only and shall not be used in interpreting this Agreement. Both parties haveparticipated in the negotiation of this Agreement. Therefore, the normal rule of construction tothe effect that any ambiguities are to be resolved against the drafting party shall not be employedin the interpretation of this Agreement.          9.5 **Notices****.**Any notice required or permitted by this Agreement shall be in writingand shall be delivered as follows with notice deemed given as indicated: (a) by personal deliverywhen delivered personally; (b) by overnight courier upon written verification of receipt; (c) bytelecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or(d) by certified or registered mail, return receipt requested, upon verification of receipt.Notice shall be sent to the addresses set forth below, or such other address as either party mayspecify in writing.          9.6 **Survival****.**Section 6 (“Separation of Employee’s Employment”), Section 7(“Confidentiality; Agreement Not to Compete”), Section 8 (“Legal Fees and Expenses”), and Section9 (“General Provisions”) of this Agreement shall survive Employee’s employment by the Company.          9.7 **Entire Agreement****.**This Agreement, the Company’s stock option plan and documentsreflecting options and restricted stock granted to Employee, the Proprietary Information andInventions Agreement entered into by Employee at the commencement of employment with the Company,and the Indemnity Agreement entered into by the Company and Employee, if any, constitute the entireagreement between the parties relating to this subject matter and supersede all prior orsimultaneous representations, discussions, negotiations, and agreements, whether written or oral.This Agreement may be amended or modified only with the
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written consent of Employee and a duly authorized officer of the Company. No oral waiver,amendment or modification will be effective under any circumstances whatsoever.          9.8 **Injunctive Relief****.**Notwithstanding the foregoing, any action brought by theCompany under this Agreement seeking a temporary restraining order, temporary and/or permanentinjunction and/or decree of specific performance of the terms of this Agreement may be brought inany court of competent jurisdiction. The Company shall not be required to post a bond as acondition for the granting of such relief.          9.9 **Governing Law and Venue****.**This Agreement shall be governed by, and construed inaccordance with, the laws of the State of Washington as though made and to be fully performed inthat State. Venue for any action arising from this Agreement shall be exclusively in King County,Washington.          9.10 **Arbitration****.**               (a) Employee and the Company agree that if a dispute arises concerning or relating toEmployee’s employment with the Company, or the termination of Employee’s employment, such disputeshall be submitted to binding arbitration under the rules of the American Arbitration Associationregarding resolution of employment disputes in effect at the time such dispute arises. Thearbitration shall take place in King County, Washington, before a single experienced arbitratorlicensed to practice law in Washington and selected in accordance with the American ArbitrationAssociation rules and procedures. Except as provided below, Employee and the Company agree thatthis arbitration procedure will be the exclusive means of redress for any disputes relating to orarising from Employee’s employment with the Company or **[his/her]**termination, including disputesover rights provided by federal, state, or local statutes, regulations, ordinances, and common law,including all laws that prohibit discrimination based on any protected classification. The partiesexpressly waive the right to a jury trial, and agree that the arbitrator’s award shall be final andbinding on both parties, and shall not be appealable. The arbitrator shall have discretion toaward monetary and other damages, and any other relief that the arbitrator deems appropriate and isallowed by law taking into consideration Section 8 of this Agreement.               (b) The Company and Employee agree that the sole dispute that is excepted from Section 9.10is an action seeking injunctive relief from a court of competent jurisdiction regarding enforcementand application of Section 7 of this Agreement, which action may be brought in addition to, or inplace of, an arbitration proceeding in accordance with Section 9.10.          9.11 **Withholding**. All payments and benefits made to Employee hereunder will besubject to any payroll and withholding deductions required by applicable law.          9.12 **Compliance with Section 409A of the Code****.**               (a) To the extent applicable, it is intended that the compensation arrangements under thisAgreement be in full compliance with Section 409A of the Code (it being understood that certaincompensation arrangements under this Agreement are intended not to be subject to Section 409A ofthe Code). The Agreement shall be construed, to the maximum
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extent permitted, in a manner to give effect to such intention. Notwithstanding anything inthis Agreement to the contrary, distributions upon termination of Employee’s employment may only bemade upon Employee’s “separation from service” with the Company (as determined in accordance withSection 409A of the Code). Employee acknowledges that Employee has been advised to obtainindependent legal, tax or other counsel in connection with Section 409A of the Code.               (b) Compliance with Section 409A of the Code. Notwithstanding any provisions of this Agreementto the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of theCode and determined pursuant to policies adopted by the Company) at the time of Employee’sseparation from service and if any portion of the payments or benefits to be received by Employeeupon separation from service would be considered deferred compensation under Section 409A of theCode (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant tothis Agreement during the six-month period immediately following Employee’s separation from servicethat constitute Nonqualified Deferred Compensation and benefits that would otherwise be providedpursuant to this Agreement during the six-month period immediately following Employee’s separationfrom service that constitute Nonqualified Deferred Compensation will instead be paid or madeavailable on the earlier of (i) the first business day of the seventh month following the date ofEmployee’s separation from service and (ii) Employee’s death.               (c) With respect to any amount of expenses eligible for reimbursement under this Agreement,such expenses will be reimbursed by the Company within thirty (30) calendar days following the dateon which the Company receives the applicable invoice from Employee in accordance with the Company’sexpense reimbursement policies, but in no event later than the last day of Employee’s taxable yearfollowing the taxable year in which Employee incurs the related expenses. In no event will thereimbursements or in-kind benefits to be provided by the Company in one taxable year affect theamount of reimbursements or in-kind benefits to be provided in any other taxable year, nor willEmployee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange foranother benefit.               (d) Each payment under this Agreement shall be regarded as a “separate payment” and not of aseries of payments for purposes of Section 409A of the Code.
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THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT AND FULLY UNDERSTAND EACH AND EVERYPROVISION.      **[EMPLOYEE]**