(a)

Resignation as Director

(b)

Resignation as Executive Officer

(e)

Compensatory Arrangement

Dr.Agrawals employment with the Corporation will end as of
May31, 2017 (the Separation Date).

Dr.Agrawal will resign as a member of the Board of the
Corporation, effective as of May31, 2017.

Within thirty days of the Separation Date, the Corporation
will pay Dr.Agrawal, in one lump sum, an amount equal to
the sum of any salary earned by Dr.Agrawal through the
Separation Date but not previously paid, as well as any
unreimbursed expenses incurred by him prior to the
Separation Date.

Subject to Dr.Agrawals compliance with the Agreement,
including the execution of a release on the Separation
Date, and the effectiveness of the Agreement which is
subject to revocation by Dr.Agrawal for seven days
following the date of the Agreement, Dr.Agrawal will
receive the following severance benefits and other
compensation:

Commencing on the first regular payroll date following the
Separation Date, the Corporation will, until May31, 2019,
provide Dr.Agrawal with severance pay in the form of salary
continuation payments at his annualized base salary rate in
effect on the date of this Agreement ($588,100), payable in
installments in accordance with the Corporations regular
payroll practices;

On the first regular payroll date following the Separation
Date, the Corporation will pay Dr.Agrawal a pro rated 2017
bonus payment of $121,648, less all applicable taxes and
withholdings;

The agreement provides that Dr.Agrawal will be provided
health and dental benefits through reimbursement of COBRA
premiums from the Separation Date through no later than
May31, 2019;

Until the earlier of May31, 2019 and the date on which
Dr.Agrawal become eligible through other employment for
disability and/or life insurance, the Corporation will
reimburse Dr.Agrawal for the costs of his obtaining life
and/or disability insurance substantially comparable to
such benefits as were being provided to him by the
Corporation immediately prior to the Separation Date;

Any stock options or other equity incentive awards
previously granted to Dr.Agrawal and held by Dr.Agrawal on
the Separation Date shall, to the extent not already
vested, vest to the extent such options or equity incentive
awards, as applicable, would have vested had Dr.Agrawal
continued to be an employee of the Corporation through
October19, 2019, and Dr.Agrawal shall be entitled to
exercise any such options until the earlier of the
expiration of such option and October19, 2022; and

The Corporation will reimburse Dr.Agrawal for up to $8,000
in legal fees associated with the review, negotiation and
execution of the Agreement.

to the Agreement, Dr.Agrawal has released claims against
the Corporation.