Common use of Advice of Separate Counsel Clause in Contracts

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx., Xxxxxx, Xxxxxxx and Xxxx, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGY, INC. By: ----------------------------------- ----------------------------------- Xxxxxxx Xxxx Xx. Xxxxxxx X. Post, President EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXX

Advice of Separate Counsel. You acknowledge The Company has requested that the law firm of O'Connor, Broude & Aronson prepare this document on behalf of thx Xxxxxxy. Xxx acknxxxxxxx that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) MintzO'Connor, Levin, Xxxx., Xxxxxx, Xxxxxxx and Xxxx, P.C. Broude & Aronson to represent you in this matter. [THXX XXXXE IS INTENTIONALLY LEFT BLANK] If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant LetterAgreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGY, INC. By: ----------------------------------- ----------------------------------- Xxxxxxx Xxxx Xx. Xxxxxxx X. -------------------------------- ---------------------------------- Michael DeLuca Dr. Richard S. Post, President Prexxxxxx EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXMICHAEL DeLUCA

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx.Cohn, XxxxxxFerris, Xxxxxxx Glovsky and XxxxPopeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant LetterNon-Competition Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGYNEXX SYSTEMS, INC. ___________________________ By: ----------------------------------- ----------------------------------- Xxxxxxx :______________________________ Xxxx Xx. Xxxxxxx X. PostXxxxxx Xxxxxx X. Xxxxx, President & CEO Dated: ______________ Dated: ________________ EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXXXXX X. XXXXXX

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx.Cohn, XxxxxxFerris, Xxxxxxx Glovsky and XxxxPopeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGY, INC. /s/ Xxxx Xxxxxx Xxxx By: ----------------------------------- ----------------------------------- /s/ Xx. Xxxxxxx X. Post ------------------------------ -------------------------- (Xxxx Xxxxxx Xxxx) Xx. Xxxxxxx X. Post, President Chief Executive Officer EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXXxxx Xxxxxx Xxxx

Advice of Separate Counsel. The Company has requested that the law firm of X'Xxxxxx, Xxxxxx & Xxxxxxx prepare this document on behalf of the Company. You acknowledge that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) MintzX'Xxxxxx, Levin, Xxxx., Xxxxxx, Broude & Xxxxxxx and Xxxx, P.C. to represent you in this matter. [THIS SPACE IS INTENTIONALLY LEFT BLANK] If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant LetterAgreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGY, INC. By: ----------------------------------- ----------------------------------- Xxxxxxx Xxxx ----------------------------- ------------------------------------ Xxxxx X. Xxxxxxxx Xx. Xxxxxxx X. Post, President EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXXXXXX X. XXXXXXXX

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx., Xxxxxx, Xxxxxxx and Xxxx, P.C. the Company or its counsel to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information Invention, Confidentiality and Inventions Noncompete Agreement and Incentive Stock Option Grant LetterAgreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGYEGENERA, INC. /s/ Xxxxxx X. Xxxxxxx By: ----------------------------------- ----------------------------------- /s/ Xxxxxxx Xxxx Xx. Xxxxx ----------------------------- -------------------------------- Xxxxxxx X. Post, President Xxxxx \ EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXXXXXXX XXXXXXX

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx.Cohn, XxxxxxFerris, Xxxxxxx Glovsky and XxxxPopeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGY, INC. /s/ Avisxxx Xxxx By: ----------------------------------- ----------------------------------- Xxxxxxx /s/ Richxxx X. Xxxt ---------------------------------- ---------------------------------- Dr.Axxxxxx Xxxx Xx. Dr. Xxxxxxx X. PostXxxt, President EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF DR. XXXXXXX XXXX

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement (including Exhibits A, B, and C hereto) with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx.Cohn, XxxxxxFerris, Xxxxxxx Glovsky and XxxxPopeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant LetterNon-Competition Agreement, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGYNEXX SYSTEMS, INC. ___________________________ By: ----------------------------------- ----------------------------------- :_____________________________ Xxxxxxx Xxxx Xx. Xxxxxxx Xxxxxx X. PostXxxxx, President & CEO Dated: ________________ Dated: __________________ EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXXXXXXXX

Advice of Separate Counsel. You acknowledge that you have been -------------------------- advised to review this Agreement with your own legal counsel and other advisors of your choosing and that prior to entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) Mintz, Levin, Xxxx.Cohn, XxxxxxFerris, Xxxxxxx Glovsky and XxxxPopeo, P.C. to represent you in this matter. If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement and Stock Option Grant Letter, whereupon this Agreement shall become binding in accordance with its terms. Please then return this Agreement to the Company. (You may retain for your records the accompanying counterpart of this Agreement enclosed herewith). Very truly yours, ACCEPTED AND AGREED: APPLIED SCIENCE AND TECHNOLOGY, INC. By: ----------------------------------- ----------------------------------- /s/ JILL XXXXXXX By:/s/ RICHXXX X. XXXT --------------------------- ------------------------------------ Jill Xxxxxxx Xxxx Xx. Dr. Xxxxxxx X. PostXxxt, President EXHIBIT A --------- EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF XXXXXXX XXXXJILL XXXXXXX