Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement

Executive shall report directly to the Chief Executive Officer of the Company (currently Dr

Notwithstanding the foregoing, Executive may (i) manage her personal investments and financial affairs, (ii) engage in charitable, civic, and community activities, and (iii) serve on the boards of directors of up to two (2) entities that are not in competition with the Company or any of its Affiliates, in each case to the extent that such activities do not materially interfere with Executive's performance of her duties hereunder; provided, however, that service on any outside board of directors shall require the prior written consent of the Board, which consent shall not be unreasonably withheld, conditioned, or delayed

The initial term of Executive's employment under this Agreement shall commence on the Effective Time and shall continue for a period of three (3) years from the Effective Time (the "Initial Term"), unless earlier terminated in accordance with Article V

The Base Salary shall be subject to annual review by the Board (or a compensation committee thereof) during the Term and may be increased from time to time in the sole discretion of the Board (or such committee); provided, however, that the Base Salary shall not be decreased below $650,000 without Executive's prior written consent