Common use of Compensation Benefits and Expenses Clause in Contracts

Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $215,000 (the "BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board. (c) During the Employment Term, the Company shall provide the Employee with an automobile allowance in the amount of six hundred dollars ($600) per month. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs as may be specified by the Board ("EMPLOYEE Benefits"). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. (a) During As full compensation for all services to be provided by the Employment Consultant during the Agreement Term, the Company shall will pay the Employee Consultant and the Consultant shall accept a base annual salary of $215,000 consulting fee (the "BASE SALARYConsulting Fee"). Payment ) of $1,150,000, of which $575,000 will be made on payable within five (5) days after the regularly scheduled pay dates effective date of the Companythis Consulting Agreement and $575,000 will be payable within five (5) days after January 1, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's written consent2001. (b) During In the Employment Termevent of a Change of Control, as defined in the Separation Agreement, the Employee Company (or its successor) shall be entitled pay to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion Consultant any unpaid portion of the BoardConsulting Fee within thirty (30) days following such Change of Control. (c) During The Company shall continue to pay the Employment full cost of coverage for the Consultant and his covered family members under the Company's medical, dental and vision plans for a period of eighteen (18) months following the effective date of this Consulting Agreement. Such continued health insurance coverage will run concurrently with and be credited toward the period in which the Consultant and his covered family members may elect coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or applicable state law. For the period beginning on the first day of the nineteenth (19th) month of the Agreement Term through the end of the Agreement Term, the Company shall provide health insurance coverage for the Employee with an automobile allowance Consultant and his covered family members, on terms and conditions that are similar to those provided to active employees of the Company. Notwithstanding the foregoing, in the amount of six hundred dollars ($600) per month. (d) During event that the Employment TermConsultant shall breach Sections 4 or 5 hereof, in addition to any other remedies the compensation payable to Company may have in the Employee as described aboveevent the Consultant breaches Sections 4 or 5 hereof, the Employee Company's obligation pursuant to this Consulting Agreement to pay the Consulting Fee and to continue such benefits and perquisites shall cease and the Consultant's rights thereto shall terminate and shall be forfeited, it being understood by the parties that such Consulting Fee, benefits and perquisites would not be agreed to by the Company in the absence of the Consultant's compliance, for whatever reason, with the provisions of Sections 4 and 5 hereof. During the Agreement Term, the Consultant shall be entitled to participate in all the employee benefit plans or programs reimbursement of the Company that are available to senior executives of the Company generally and such other benefit plans or programs as may be specified by the Board ("EMPLOYEE Benefits"). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN")any unpaid business related expenses, subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policypolicies. (gd) Pursuant to The Company acknowledges that the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER")Consultant is an independent contractor; however, the Former Employer may elect not Company reserves the right to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.withhold applicable taxes and

Compensation Benefits and Expenses. (a) During As compensation for the Employment Termservices to be rendered by Executive pursuant to this Agreement, the Company shall hereby agrees to pay the Employee Executive a base annual monthly salary of (“Base Monthly Salary”) at a rate equal to Thirty -Five Thousand Dollars ($215,000 (35,000.00) per month. The Base Monthly Salary shall be paid in substantially equal bimonthly installments, in accordance with the "BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees normal payroll practices of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established While employed by the Employment Agreement without Company, you will not receive any compensation for your service as a member of the Employee's written consentCompany’s Board or any of its committees. (b) During the Employment Term, the Employee The Company agrees that Executive shall be entitled to participate in all ordinary and customary benefits afforded generally to executive employees of the Company (except to the extent employee contribution may be required under the Company's annual incentive plan’s benefit plans as they may now or hereafter exist), under which shall in no event be less than the Employee shall be eligible benefits generally afforded to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion other executive employees of the Company as of the date hereof or from time to time, but in any event shall include any qualified or non-qualified pension, profit sharing and savings plans, any death benefit and disability benefit plans, life insurance coverages, any medical, dental, health and welfare plans or insurance coverages and any stock purchase programs that are approved in writing by the Board, in its sole discretion. (c) During The Company shall pay or reimburse Executive for all reasonable and authorized business expenses incurred by Executive while employed under this Agreement; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and promote the Employment Term, business of the Company shall provide the Employee with an automobile allowance and are normally and customarily incurred by employees in comparable positions at other comparable businesses in the amount same or similar market. As a condition to reimbursement under this Section 2(c), Executive shall furnish to the Company adequate records and other documentary evidence required by federal and state statutes and regulations for the substantiation of six hundred dollars ($600) per montheach expenditure. Executive acknowledges and agrees that failure to furnish the required documentation may result in the Company denying all or part of the expense for which reimbursement is sought. (d) During Executive is solely responsible for the Employment Term, in addition payment of any tax liability that may result from any payments or benefits that Executive receives pursuant to this Agreement. The Company shall have the right to deduct or withhold from the compensation payable due to the Employee as described above, the Employee shall be entitled to participate in Executive hereunder any and all the sums required for federal income and employee benefit plans social security taxes and all state or programs of the Company that are available to senior executives of the Company generally and such other benefit plans local income taxes now applicable or programs as may be specified by the Board ("EMPLOYEE Benefits"). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for enacted and on behalf of the furtherance of become applicable during Executive’s employment by the Company's business, PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $215,000 150,000 (the "BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board. (c) During the Employment Term, the The Company shall provide promptly reimburse the Employee with an automobile allowance upon receipt of appropriate documentation for all reasonable and customary relocation expenses that he may incur in the amount of six hundred dollars ($600) per monthrelocating to Palm Beach Gardens, Florida. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board ("EMPLOYEE BenefitsBENEFITS"). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 8,000 shares of common stock of the Company Company, pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"). In addition, subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During during the Employment Term, the Employee shall be eligible for subsequent annual Option option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 3,000 to 8,000 Options 5,000 shares per year. Notwithstanding any provision in , as determined by and within the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as sole discretion of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signedBoard. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $215,000 250,000 (the "BASE SALARY"“Base Salary”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's ’s established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's ’s written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company's ’s annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board. (c) During the Employment Term, the The Company shall provide promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an automobile allowance in the amount of six hundred dollars (not to exceed $600) per month7,500. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board ("EMPLOYEE “Employee Benefits"”). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS"“Options”) to acquire 25,000 shares of common stock of the Company Company, with a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company's 1998 ’s 2003 Long Term Incentive Stock Option Plan (the "OPTION PLAN"“LTIP”), . Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During In addition, during the Employment Term, the Employee shall be eligible for subsequent annual Option option grants under the Option PlanLTIP, or any such successor stock option plan, at the time such grants are made under the Option Plan LTIP to management employees senior executives of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in as determined by and within the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as sole discretion of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signedBoard. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's ’s business, PROVIDED provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's ’s expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. (a) During the term of the Employee’s employment pursuant to this Employment TermAgreement, the Company Employee shall pay the Employee be paid a base annual salary of $215,000 144,000 (the "BASE SALARY"“Base Pay”, based on 80% of full-time employment effort). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's ’s established policies applicable to all the employees of the Company. The Board of Directors may increase the Employee’s Base Salary in its Pay at the Company’s sole discretion, but shall not reduce the Base Salary Pay below the rate established by the this Employment Agreement (including any increases in the rate of Base Pay approved by the Board of Directors after the Effective Time), without the Employee's ’s written consent. (b) During In addition to any other compensation payable to the Employee pursuant to this Employment TermAgreement, during the term of the Employee’s employment pursuant to this Employment Agreement, the Employee shall may be entitled to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive paid an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of board of directors of the BoardCompany. (c) During the Employment Term, the Company shall provide the Employee with an automobile allowance in the amount of six hundred dollars ($600) per month. (d) During the Employment Term, in In addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that as are available to senior executives management employees of the Company generally and such other benefit plans or programs as may be specified by the Board of Directors, including any stock options that may be granted by the board of directors of the Company ("EMPLOYEE “Employee Benefits"”), during the term of the Employment Agreement. (ed) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with On a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Termtimely basis, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he the Employee may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses ’s business in accordance with the Company's ’s expense reimbursement policy. (ge) Pursuant Employee to the Employee's termination be allowed full use of employment with Henkxxx & XcCox Xxxoffice facilities, equipment, overhead, phones, computers, administrative assistance, etc. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock various needs aside from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonuscompany work.

Compensation Benefits and Expenses. (a) During the For services rendered under this Employment TermAgreement, the Company shall will pay the Employee (i) during the period commencing on the Effective Date and continuing up to and including July 26, 2003, a base annual salary of $215,000 140,000 and (ii) from the period commencing on July 27, 2003 and continuing through the Employment Term, a base annual salary of $150,000 (such applicable annual rate referred to herein as the "BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board. (c) During the Employment Term, the Company shall provide the Employee with an automobile allowance in the amount of six hundred dollars ($600) per month. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives employees of the Company generally and such other benefit plans or programs as may be specified by the Board ("EMPLOYEE BenefitsBENEFITS"). (ed) As of soon as administratively practicable following the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 10,000 shares of common stock of the Company Company, pursuant to the terms of the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"). In addition, subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During during the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as acquire between 5,000 and 10,000 shares of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after per year, as determined by and within the date sole discretion of the Employment Agreement is signedBoard. (fe) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. (a) During As compensation for the Employment Termservices to be rendered by Employee pursuant to this Agreement, the Company hereby agrees to pay Employee a base annual salary (“Salary”) at a rate equal to (i) Three Hundred Ninety Thousand Dollars ($390,000.00) for the first year of the term of this Agreement; and (ii) Four Hundred Twenty Thousand Dollars ($420,000.00) during the remainder of the term of this Agreement. Employee’s Salary shall be reviewed by the Board (or the Compensation Committee thereof) at least annually and may be increased by an amount approved by the Board (or the Compensation Committee thereof). The Company may not reduce Employee’s Salary other than as part of a broad-based reduction in salaries implemented before a Change in Control, and Employee agrees that the Company has not made any promises or guaranty of any increase in Salary during the term. The Salary shall be paid in substantially equal bimonthly installments, in accordance with the normal payroll practices of the Company. While employed by the Company, the Employee will not receive any compensation for Employee’s service as a member of the Company’s Board or any of its committees. Upon execution and delivery of this Agreement by Employee, the Company shall pay Executive the amount of Thirty-Thousand Dollars ($30,000.00) in consideration for Employee a base annual salary of $215,000 entering into this Agreement (the "BASE SALARY"“Signing Bonus”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's written consent. (b) During the Employment Term, the Employee shall be entitled to participate in all ordinary and customary benefits afforded generally to executive employees of the Company (except to the extent employee contribution may be required under the Company's annual incentive plan’s benefit plans as they may now or hereafter exist), under which shall in no event be less than the benefits generally afforded to the other executive employees of the Company as of the date hereof or from time to time, but in any event shall include any qualified or non-qualified pension, profit sharing and savings plans, any death benefit and disability benefit plans, life insurance coverages, any medical, dental, health and welfare plans or insurance coverages, and any stock purchase programs that are adopted or maintained by the Company generally for executives employees of the Company. (c) For each calendar year beginning with 2009 and ending before this Agreement expires, Employee shall be eligible to receive an annual target incentive bonus equal to an amount between twenty opportunity targeted at eighty percent (20%) and fifty percent (5080%) of Base Employee’s Salary if certain based upon annual performance criteria goals and measures are satisfiedthe achievement of those goals, as established and determined at least annually (and consistently with the Company’s most recent proxy statement disclosure of the standards for providing cash-based incentive compensation) by and within the sole discretion Board or the Compensation Committee of the Board. (c) During . Such performance goals may include Company-wide performance objectives, divisional or departmental performance objectives, and/or individual performance objectives, as the Employment Term, Board or the Company shall provide the Employee with an automobile allowance Compensation Committee may determine in the amount of six hundred dollars ($600) per monthits discretion. (d) During The Company shall pay or reimburse Employee for all reasonable and authorized business expenses incurred by Employee while employed under this Agreement; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and promote the Employment Termbusiness of the Company and are normally and customarily incurred by employees in comparable positions at other comparable businesses in the same or similar market. As a condition to reimbursement under this Section 4(d), in addition Employee shall furnish to the compensation payable Company adequate records and other documentary evidence required by federal and state statutes and regulations for the substantiation of each expenditure. Employee must submit proper documentation for each such expense within 30 days after the date that Employee incurs such expense, and the Company will reimburse Employee for all eligible expenses within 30 days thereafter, and in no event later than the last day of the calendar year following the calendar year in which the expense is incurred. Employee acknowledges and agrees that failure to furnish the Employee as described above, required documentation may result in the Company denying all or part of the expense for which reimbursement is sought. (e) Employee shall be entitled to participate relocation expenses incurred in all connection with Employee’s employment under this Agreement. Such expenses include (i) a broker’s sales commission and closing costs (other than points) for either (1) Employee’s purchase of a new residence in California (or a broker commission for leasing such a residence) or (2) the employee benefit plans or programs sale of Employee’s residence in New Jersey; (ii) shipping two automobiles from New Jersey to California; and (iii) other reasonable and customary miscellaneous moving expenses, which other miscellaneous expenses shall not exceed $30,000.00. The Company shall reimburse Employee for temporary housing for up to approximately thirteen months following the Effective Date until May 31, 2010 (“Temporary Housing Term”), such temporary housing not to exceed (i) $4,100 per month until July 31, 2009 and (ii) $5,600 per month thereafter until such temporary housing allowance ceases. In the event Employee leases a residence in California, the Company shall pay the amount of any reasonable and customary deposits required to be paid by the lessor upon entering into the lease. If at the end of the Temporary Housing Term Employee continues to remain in the leased residence, Employee shall reimburse the Company that are available to senior executives for the amount of the Company generally deposits. The reimbursements to Employee provided pursuant to this Section 4(e) of this Agreement shall be made in accordance with the processes, timing, and such other benefit plans conditions set forth in Section 4(d) of this Agreement. Employee shall receive an additional payment to cover all federal, state or programs local income taxes Employee incurs as may be specified a result of any of the foregoing relocation costs paid or reimbursed by the Board ("EMPLOYEE Benefits")Company. (ef) As of the Effective Date, the Board Employee shall grant the Employee be granted options (the "OPTIONS") to acquire 25,000 purchase 1,000,000 shares of the Company’s common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), subject to having the terms and conditions set forth in the form of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policy.B. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned Employee shall be covered by the Employee. The Former Employer Stock owned by Company’s directors and officers insurance policies on the Employee same basis as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees Company’s other senior executive officers, as such insurance policies and coverage limits and conditions may exist from time to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonustime.

Compensation Benefits and Expenses. During the employment under this Agreement, for so long as Employee continues performing services for the Company under this Agreement on a full time and exclusive basis, as compensation for all of the services to be hereafter rendered hereunder and Employee’s other covenants herein, QSGI shall cause Employee to be paid through QTIC or QSG, or both, as the Company may from time to time elect, as follows: (a) During Until February 13, 2008 annualized on a calendar year basis (Base Salary pro-rated on a monthly basis) subject to the usual payroll deductions provided by law (“Base Salary”), Base Salary at a rate of Three Hundred Thousand Dollars ($300,000.00) commencing on the first day of the Initial Period and during any Employment TermPeriod during which Employee is employed pursuant to this Agreement. Provided Employee remains employed pursuant to this Agreement, the Company Commencing February 14, 2008 and during any Employment Period for so long Employee is employed pursuant to this Agreement, Employee’s Base Salary shall pay the Employee a base annual salary of be three hundred fifty thousand dollars ($215,000 (the "BASE SALARY"350,000.00). Payment will be made on the regularly scheduled pay dates of the The Company, subject by its board of directors, may from time to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may time, at its sole discretion, increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the or award a bonus to Employee's written consent. (b) During Commencing on June 1, 2006 through February 13, 2008, provided Employee is employed by the Employment TermCompany pursuant to this Agreement, the Employee shall be entitled to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) of the net income after payment of all related income taxes of QSG, all as determined in accordance with GAAP (using a combined tax rate for state and fifty federal tax of thirty-nine percent 39%). Amounts due under this Paragraph 9.b. shall be determined on a monthly basis, and shall be payable all in Cash, US Currency, to be paid concurrently with Employee’s next regular Base Salary payment. For any Employment Period for which Employee is employed by Company pursuant to this Agreement which commences on or after February 14, 2008 and continuing for so long as Employees employment continues pursuant to this Agreement, Employee shall receive twenty percent (5020%) of Base Salary if certain performance criteria the net income after payment of all related income taxes of QTIC and measures are satisfiedQSG, all as determined by in accordance with GAAP (using a combined tax rate for state and federal tax of thirty-nine percent 39%). Amounts due under this Paragraph 9.b. shall be determined on a monthly basis, and shall be payable seventy-five percent (75%) in cash, US Currency, in full , and twenty-five percent (25%) calculated monthly, but “payable” within the sole discretion ten days of the Boardlast day of each calendar quarter through issuance of unregistered shares of QSGI common stock (the price of said stock shall be calculated each month during each applicable period of time by taking the average closing price of said stock on the last five trading days of each applicable month). QSGI agrees that for so long as Employee has not breached the Agreement, any unregistered shares granted to Employee hereunder will be registered by QSGI on at least a semi-annual basis. (c) During The Company shall allow the Employment TermEmployee to use Company-provided vehicles, if any, as related to the businesses of the Company. If a Company-provided vehicle (owned or leased) is not provided to Employee, then the Company shall provide the Employee with render an automobile allowance in the amount of six hundred dollars to Employee equal to One Thousand Dollars ($6001,000) per month. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate vacation in all the employee benefit plans or programs of the accordance with established Company that are available to senior executives of the Company generally and such other benefit plans or programs as may be specified by the Board ("EMPLOYEE Benefits")policy. (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Planto participate in pension, insurance or any such successor stock option plan, at the time such grants are made under the Option Plan other supplemental plans or arrangements offered to management all employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signedCompany. (f) During the Employment Term, the Company shall QTIC will reimburse the Employee for such reasonable travel, entertainment or other out-of-pocket expenses as he may incur from time incurred or to time for and be incurred by Employee in rendering the services hereunder on behalf of the furtherance Company upon presentation of vouchers or other documents reasonably necessary to verify the Company's businessexpenditures and sufficient, PROVIDED that in form and substance, to satisfy Internal Revenue Services requirements for travel, entertainment or other expenses and proof of compliance with policies and procedures as established by the Employee submits Company relating to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policysame. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee will be provided with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment company credit card for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the use for direct Company with the amount realized in such transaction, up to the amount of the Restoration Bonusexpenditures only.

Compensation Benefits and Expenses. (a) During At the commencement of Employee's term of employment pursuant to this Employment TermAgreement, the Company Employee shall pay the Employee be paid a base salary at an annual salary rate of $215,000 (the "BASE SALARY")420,000. Payment will be made on the regularly scheduled pay dates of the CompanyEmployer, subject to all appropriate withholdings or other deductions required by applicable law or by the CompanyEmployer's established policies applicable to all employees of the CompanyEmployer. The Compensation Committee of the Board shall review Employee's salary annually, and may increase the Base Salary Employee's salary in its sole discretion, but shall not reduce the Base Salary such salary below the rate established by the this Employment Agreement (as it may be increased from time to time hereunder) without the Employee's written consent. (b) During In addition to any other compensation payable to Employee pursuant to this Employment Agreement, Employee during the term of this Employment Term, the Employee Agreement shall be entitled to participate in the Company's an annual incentive plan, under which the Employee shall bonus plan or otherwise be eligible to receive for an annual bonus, with a target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary 100% of his base salary on such terms as may be determined by the Compensation Committee, if certain applicable performance criteria and measures are satisfied, as determined by and within the sole discretion of the Boardfully achieved. (c) During Employee's services hereunder shall be performed at the Employment Termprincipal offices of Employer in Statesville, North Carolina, subject to such reasonable travel as the Company shall provide performance of Employee's duties and the Employee with an automobile allowance in the amount business of six hundred dollars ($600) per monthEmployer may require. (d) During the Employment Term, in In addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that Employer as are available to senior executives management employees of the Company Employer generally and such other benefit plans or programs as may be specified by the Board ("EMPLOYEE Benefits")Board, including any stock options that may be granted by the Board. Employer also shall reimburse Employee for an annual physical examination by a physician of Employee's choice. (e) As Employee shall receive a grant of the Effective Date, the Board shall grant the Employee options 50,000 restricted shares of Employer common stock (the "OPTIONSRestricted Stock") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Dycom Industries, Inc. 2003 Long-Term Incentive Stock Option Plan (the "OPTION PLANLTIP") as follows: (I) 3,500 shares of Restricted Stock shall be granted on or about the date of the Employer's 2004 annual general meeting of shareholders and (II) 46,500 shares of Restricted Stock shall be granted on or about January 3, 2005. The Restricted Stock shall (i) vest, on a pro-rata basis, at the rate of 25% percent on each of December 31, 2005, December 31, 2006, December 31, 2007 and December 31, 2008; provided, however, that if, (A) Employee dies, (B) he becomes disabled (as set forth in paragraph 5(b) hereof), (C) the Company terminates his employment for any reason other than for Cause (as defined in paragraph 5(a) hereof) or (D) he resigns his employment for Good Reason (as defined in paragraph 5(c) hereof) on or before December 31, 2005, then 3,500 shares of Restricted Stock shall be deemed to be immediately and fully vested on the date of such termination or resignation and (ii) otherwise be subject to the same terms and conditions applicable to shares of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan Restricted Stock granted to management employees other senior executives of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per yearEmployer. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contraryforegoing, in the event the that Employee's employment is terminated by the Company for any reason without Cause or if the Employee resigns his employment with for Good Reason during the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a 13-month period of ninety (90) days following commencing on the date of terminationa Change of Control (as defined in paragraph 5(c) hereof), all outstanding and unvested shares of Restricted Stock shall fully and immediately vest and all restrictions shall lapse. (f) On or about the date of the Employer's 2004 annual general meeting of shareholders, Employee shall receive a grant of 50,000 options to purchase shares of Employer's common stock (the "Options") with an exercise price per share equal to the closing price of a share of Employer's common stock on the date the Options are granted. The number Options shall (i) vest, on a pro-rata basis, at the rate of twenty-five percent on each of the first four anniversaries of the date that the Options to be are granted to Employee and (ii) otherwise be subject to the same terms and conditions applicable to stock options granted to other senior executives of Employer. Notwithstanding the foregoing, all Options granted by Employer to Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date of this Agreement shall fully and immediately vest to the Employment Agreement extent not already vested in the event that Employee's employment is signedterminated without Cause or Employee resigns for Good Reason during the 13-month period commencing on the date of a Change of Control. All outstanding stock options granted by Employer to Employee pursuant to the 1998 Option Plan shall fully and immediately vest to the extent not already vested upon the occurrence of a Change of Control. (fg) During the Employment TermOn a timely basis, the Company Employer shall reimburse the Employee for such reasonable out-of-pocket expenses as he Employee may incur from time to time for and on behalf of the furtherance of the CompanyEmployer's business, PROVIDED business provided that the Employee submits to the Company Employer satisfactory documentation or other support for such expenses in accordance with the CompanyEmployer's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. For all services to be rendered to the Corporation or any affiliate thereof in any capacity, including services as an officer, director, member of any committee or otherwise, so long as the Employee is employed by the Corporation or Recoton during the Employment Term pursuant to Section 3(a) or as otherwise set forth in the last sentence of Section 3(d); (a) During The Corporation or the Employment Term, the Company Surviving Corporation shall pay the Employee a base annual salary at the rate of $215,000 300,000 per year (the "BASE SALARYBase Salary"). Payment will Such Base Salary shall be made on the regularly scheduled pay dates payable in equal installments, less any usual payroll deductions, in accordance with prevailing payroll practices of the Company, subject Corporation from time to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Companytime. The Board of Directors may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without discretion increase the Employee's written consentBase Salary and benefits over those provided for hereunder. Other than as provided in this Agreement, in no event may Employee's compensation or benefits be decreased by the Board of Directors except to the extent that such benefits (other than Base Salary and Guaranteed Bonus, as defined below) are provided to other employees and such employee benefits are similarly generally reduced. (b) During The Employee shall receive an annual bonus in respect of services for each twelve (12) month period during the Employment Term in the amount of at least $150,000 (the "Guaranteed Bonus"). The Guaranteed Bonus shall be paid in one (1) installment, payable on the fifteenth day following the end of each twelve month period. The Employee also shall be eligible for an additional annual performance-based bonus which may be granted by the Board of Directors of the Corporation in its sole discretion (the "Performance Bonus"). (c) The Employee shall be eligible to participate in all executive medical, dental, life, long-term disability, and qualified or non-qualified retirement benefit plans and all key executive and other employee benefit plans or arrangements of the Corporation, including, without limitation, any Section 401(k) savings and profit sharing plan, and any standard life, disability, accidental death and dismemberment and retirement plans or programs consistent with the terms and coverages of such plans or arrangements and such other individual plans and arrangements applicable to key executives or employees generally, each as may from time to time be established, amended or terminated; PROVIDED, HOWEVER, that the value of all such benefits shall not be less than the aggregate value of those benefits provided to the Employee under Section 4(e) of the 1991 Employment Agreement except that the key man life insurance policies with aggregate benefits totalling $16.5 million can be terminated or assigned to IJI Acquisition but the Corporation shall pay the premiums on the Transamerica Life insurance policy owned by the Robert G. Shaw Trust in the principal amount of $0.0 xxxxxxx xxring the Employment Term, and for a period of two (2) years following the termination of the Employment Term, to the extent required pursuant to Section 3(e). (d) On the Effective Date, the Employee shall be entitled granted an option pursuant to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion terms of the Board. Recoton Corporation 1991 Stock Option Plan (cthe "Option Plan") During to purchase 50,000 Recoton Common Shares, par value $.20 (the Employment Term"Common Shares") at the closing price for the Common Shares on the day prior to the Effective Time which option shall vest in five equal annual installments, commencing on the Company first anniversary of the grant, and shall provide have a term of ten years from the Employee with an automobile allowance in the amount of six hundred dollars ($600) per month. date hereof. The options granted under this paragraph (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all issued under the employee benefit plans or programs form of the Company that are available to senior executives of the Company generally and such other benefit plans or programs option agreement attached hereto as may be specified by the Board ("EMPLOYEE Benefits"Exhibit 4(d). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Term, the Company Corporation shall reimburse the Employee for such all reasonable out-of-pocket and necessary expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED that incurred by the Employee submits to requested or authorized by the Company satisfactory documentation or other support for Corporation in connection with the Corporation's business where such expenses are properly documented and accounted for in accordance with the Company's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock current policy of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration BonusCorporation.

Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $215,000 (the "BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board. (c) During the Employment Term, the The Company shall provide promptly reimburse the Employee with upon receipt of appropriate documentation for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an automobile allowance in the amount of six hundred dollars (not to exceed $600) per month5,000. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board ("EMPLOYEE BenefitsBENEFITS"). (e) As of the Effective Date, the Board shall grant the Employee options (the "OPTIONS") to acquire 25,000 shares of common stock of the Company Company, pursuant to the Company's 1998 Incentive Stock Option Plan (the "OPTION PLAN"), . Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. During In addition, during the Employment Term, the Employee shall be eligible for subsequent annual Option option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options shares per year, as determined by and within the sole discretion of the Board. Notwithstanding any provision in the Option Plan (or any successor stock option plan) plan to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reasonCompany, the Employee employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of such termination. The number of Options to be granted to the Employee as of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's business, PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.

Compensation Benefits and Expenses. (a) During the For services rendered under this Employment TermAgreement, the Company shall will pay the Employee a base annual salary of $215,000 150,000 (such applicable annual rate referred to herein as the "BASE SALARY"“Base Salary”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company's ’s established policies applicable to employees of the Company. The Board Company may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee's ’s written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company's ’s annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the BoardCompany. (c) During the Employment Term, the Company shall provide the Employee with an automobile allowance in the amount of six hundred dollars ($600) per month. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives employees of the Company generally and such other benefit plans or programs as may be specified by the Board ("EMPLOYEE “Employee Benefits"”). (ed) As At the first meeting of the Board’s Compensation Committee following the Effective Date, the Board Compensation Committee shall grant the Employee options (the "OPTIONS"“Options”) to acquire 25,000 10,000 shares of common stock of the Company Company, pursuant to the terms of the Company's 1998 ’s 2003 Long-Term Incentive Stock Option Plan (the "OPTION PLAN"), subject to the terms and conditions of the award agreement for the “Option Plan”). In addition, attached hereto as Exhibit A. During during the Employment Term, the Employee shall be eligible for subsequent annual Option grants under the Option Plan, or any such successor stock option plan, at the time such grants are made under the Option Plan to management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as acquire between 5,000 and 10,000 shares of the Effective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after per year, as determined by and within the date sole discretion of the Employment Agreement is signedCompensation Committee. (fe) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company's ’s business, PROVIDED provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company's ’s expense reimbursement policy. (g) Pursuant to the Employee's termination of employment with Henkxxx & XcCox Xxx. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.