Common use of Compensation of Employee Clause in Contracts

Compensation of Employee. (a) As compensation for all services to be performed by Employee from and after the Commencement Date, Employer agrees to pay to Employee a base salary of Two Hundred Twenty-Five Thousand Dollars ($225,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. Employer will review Employee’s performance annually at which time Employee’s base salary may subsequently be increased. (b) Effective as of the Commencement Date, Employer shall grant Employee stock options for 150,000 shares of common stock under its stock option plan which will provide, among other things, for vesting in four equal annual increments over three years (37,500 shares at the commencement of employment, 37,500 at the end of the first year (11/5/13), 37,500 shares at the end of the second year (11/5/14), and 37,500 shares at the end of the third year (11/5/15)). Such option grant shall have a duration of 10 years. The stock option plan provides, inter alia, that unvested options shall be forfeited in the event that Employee is no longer an employee as of the vesting date. (c) The Employee also qualifies for an annual bonus of at least 25% of his annual salary based on the criteria to be mutually determined with Employer in the first thirty (30) days of each employment year. Such annual bonus may be paid at least 50% in cash and at most 50% in equity of the Company. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangements. (d) Employee shall be entitled to participate in such fringe benefit programs and in the same manner as Employer may offer to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan also includes optical and dental coverage. However, Employer may amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employer. (e) Within forty-five (45) days of commencing employment, Employer will pay Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdings. The signing bonus shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment. (f) Employee shall be entitled to reimbursement of all reasonable expenses related to the relocation of Employee and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required in the obtainment of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment.

Compensation of Employee. Annual Salary (a) As compensation for all the services to be performed by hereunder, Employee from shall receive a salary at the rate of One Hundred and after the Commencement Date, Employer agrees to pay to Employee a base salary of Two Hundred Twenty-Twenty Five Thousand Dollars ($225,000.00125,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be , payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. Employer will review Employee’s performance annually at which time Employee’s base salary may subsequently be increasedequal installments on a bi-weekly basis. (b) Effective Employee shall receive such annual increases in salary, if any, as may be determined by Company’s Board of Directors, in its sole discretion. 3.02 In addition to the Commencement DateEmployee’s Annual Salary, Employer shall grant the Board of Directors of Company may, in its sole discretion, award to Employee stock options for 150,000 bonus(es) in an amount, if any, in the Board’s sole discretion. 3.03 Company hereby grants to Employee an option to purchase, One Hundred Twenty Five Thousand (125,000) shares of common stock under its of the Company at the purchase/exercise price as set forth below and pursuant to the terms of the Propell Corporation 2008 Stock Option Plan (“SOP”), a copy of which shall be given to Employee. It is the intent that both the SOP and the grant to Employee of Options shall be approved at the first Board of Directors meeting after the Merger. (a) This Option may be exercised only with respect to the portion of stock that is vested in Employee. Except as set forth in Section 3.03(b) below, Employee’s right to exercise this option plan which will provide, among other things, for vesting shall be vested in four equal annual increments over three years beginning with the first anniversary date of Employee’s employment according to the following vesting schedule: (37,500 shares at i) On the commencement first anniversary date of Employee’s employment, 37,500 at the end 12/36ths of the first year Option shares shall vest; and (11/5/13)ii) On the second anniversary date of Employee’s employment, 37,500 an additional 12/36 ths of Option shares at shall vest; and (iii) On the end third anniversary date of Employee’s employment, the remaining 12/36 ths of the second year Option shares shall vest. (11/5/14)b) Notwithstanding the above, and 37,500 shares at after the end first anniversary date of the third year (11/5/15)). Such option grant shall have a duration of 10 years. The stock option plan providesEmployee’s employment, inter alia, that unvested options shall be forfeited in the event that (i) Employee is no longer an employee as terminated without Cause, or (ii) Employee terminates for Good Reason, Employee shall be entitled to additional vesting in the amount of 1/36th for each month of employment completed after the vesting datemost recent anniversary date of employment. In such event, Employee shall have ninety (90) days after the date of termination in which to purchase/exercise any such Option(s). (c) The Employee also qualifies for an annual bonus of at least 25% of his annual salary based on purchase price shall be the criteria to be mutually determined with Employer in the first thirty (30) days of each employment year. Such annual bonus may be paid at least 50% in cash and at most 50% in equity fair market value of the Company. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangementscommon stock as determined by the first Five Hundred Thousand Dollars ($500,000) in capital invested after the Merger is effective. (d) Employee shall This Option is not assignable and may only be entitled to participate in such fringe benefit programs and in the same manner as Employer may offer to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan also includes optical and dental coverage. However, Employer may amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employer. (e) Within forty-five (45) days of commencing employment, Employer will pay Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdings. The signing bonus shall be repaid to Employer exercised by Employee if Employee voluntarily ceases to be an employee during the term of Employer within six (6) months of the commencement of his employmentemployment under this Agreement upon termination in Section 3.03(b), except as set forth above. (f) Employee shall be entitled to reimbursement of all reasonable expenses related to the relocation of Employee and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required in the obtainment of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment.

Compensation of Employee. (a) As compensation for all services to be performed by Employee from and after the Commencement Date, Employer agrees to pay to Employee a base salary of Two Three Hundred Twenty-Five Fifty Thousand Dollars ($225,000.00350,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. Employer will review Employee’s performance annually at which time Employee’s base salary may subsequently be increasedchanged. (b) Effective as of the Commencement Date, Date Employer shall grant give Employee stock options for 150,000 Two Hundred Thousand (200,000) shares of common stock under its stock option plan which will provide, among other things, for vesting in four equal annual increments increments, at a $1.29 per share strike price, over three years (37,500 66,666 shares at the commencement of employment, 37,500 at the end of the first year (11/5/13)year, 37,500 66,666 shares at the end of the second year (11/5/14)year, and 37,500 66,668 shares at the end of the third year (11/5/15))year. Such option grant options shall have a duration of 10 years. The stock option plan provides, inter alia, that unvested options shall be forfeited in the event that Employee is no longer an employee as of the vesting date. (c) The Employee will also qualifies qualify for an annual bonus of at least 25% of his annual salary based on the criteria to be mutually determined with by Employer in the first thirty (30) days of each employment year. Such annual The bonus may shall be in the amount of 25% of the then base salary and shall be paid at least 50% in cash and at most 50% as options derived from Employer’s stock option plan. Such options shall have a duration of 10 years and vest over a period of 3 years as described in equity 4(b) with an exercise price at the fair market value on the date of approval by the CompanyBoard of Directors. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangements. (d) Employee shall be entitled to participate in such fringe benefit programs and in the same manner as Employer may offer to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan is with Empire Blue Cross/Blue Shield and also includes optical and dental coverage. HoweverEmployer reserves the right, Employer may subject to decisions of its Board of Directors, to amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employer. (e) Within forty-five thirty (4530) days of commencing employment, employment Employer will pay give Employee a signing bonus in the form of twenty thousand dollars fully vested stock options for Fifty Eight Thousand One Hundred Forty ($20,00058,140) less taxable withholdings. The signing bonus shall be repaid to Employer by Employee if Employee voluntarily ceases shares of common stock under its stock option plan which will provide, among other things, for the options to be an employee of forfeited in the event that Employee should voluntarily terminate his employment with Employer within six (6) months of the commencement first year of his employment. Such options shall have a duration of 10 years and shall have the same criteria as that listed in Section 4(b). The stock option plan provides, inter alia, that unvested options shall be forfeited in the event that Employee is no longer an employee as of the vesting date. (f) Employee shall be entitled to reimbursement Within thirty (30) days of all reasonable expenses related to the relocation commencing employment Employer will give Pace Law School an educational stipend of Employee and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars Ten Thousand ($10,00010,000.00) and (2) any security deposits and broker’s fees required Dollars for Employee to use in the obtainment pursuit of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employmenteducational endeavors.

Compensation of Employee. 4.1 During the term of this Agreement (acommencing as of the Effective Date), the Company shall pay Employee an annual salary (the "Base Salary") As compensation for all services to be performed by Employee from and after the Commencement Date, Employer agrees to pay to Employee a base salary of Two Four Hundred Twenty-Five Fifty Thousand Dollars ($225,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be 450,000), payable in accordance with Employer’s customary the Company's general payroll practices for Employeespractices. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. Employer will review Employee’s performance annually at which time Employee’s base Such salary may subsequently be increasedincreased (but not decreased) each year in the sole and absolute discretion of the Board of Directors. 4.2 Within one business day following the later of (a) the commencement of Employee's employment with the Company and (b) Effective as the approval by the shareholders of the Commencement Date, Employer shall grant Employee stock options for 150,000 Company of an increase in the number shares of common stock under its Common Stock of the Company reserved for issuance pursuant to the Company's 2003 Equity Incentive Plan (the "Plan"), subject to the terms of the Plan, Employee will be granted a stock option plan which under the Plan to purchase 900,000 shares of the Company's Common Stock (the "Option"). To the maximum extent possible, the Option shall be an Incentive Stock Option as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Option will providebe governed by the Plan and granted pursuant to a separate Stock Option Grant Notice and Stock Option Agreement, among other thingsin the form attached hereto, for respectively, as Exhibits C-1 and C-2. The exercise price per share of the Option will be equal to the fair market value of the Common Stock of the Company established on the date of grant, as determined by the Board of Directors. The Option will be subject to vesting over four (4) years so long as Employee provides Continuous Service to the Company in four equal accordance with the Plan, according to the following schedule: 25% of the shares subject to the Option will vest on the first anniversary of the Effective Date and 1/48th of the shares subject to the Option will vest monthly thereafter over the next three years. 4.3 During the term of this Agreement, Employee shall also be eligible to receive an annual increments over three years performance bonus (37,500 shares at the commencement of employment, 37,500 "Bonus") at the end of each fiscal year beginning with the first fiscal year ending on December 31, 2008. Unless otherwise agreed by the parties subsequent to the date hereof, (11/5/13)i) the amount of such Bonus, 37,500 shares at if any, shall be determined by the Board of Directors in its sole and absolute discretion and (ii) any Bonus awarded to Employee shall be paid to Employee within ninety (90) days of the end of the second fiscal year (11/5/14), and 37,500 shares at the end of the third year (11/5/15))Company in which such Bonus is earned. Such option grant shall have a duration of 10 yearsIn Employee's capacity as Chief Executive Officer, he will be expected to implement an appropriate employee bonus and long term incentive plan, in order for the Company to attract and retain executive and employee talent. The stock option plan provides, inter alia, that unvested options implementation of any such incentive compensation plans shall be forfeited in subject to approval by the event that Employee is no longer an employee as Board of the vesting dateDirectors. (c) The Employee also qualifies for an annual bonus 4.4 If this Agreement is terminated prior to the expiration of at least 25% of his annual salary based on the criteria its term pursuant to be mutually determined with Employer in the first thirty (30) days of each employment year. Such annual bonus may be paid at least 50% in cash and at most 50% in equity of the Company. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangements. (d) Section 7 hereof, Employee shall be entitled to participate receive the compensation, if any, described in such fringe benefit programs and in the same manner as Employer may offer to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan also includes optical and dental coverage. However, Employer may amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of EmployerSection 7. (e) Within forty-five (45) days of commencing employment, Employer will pay Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdings. The signing bonus shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment. (f) Employee shall be entitled to reimbursement of all reasonable expenses related to the relocation of Employee and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required in the obtainment of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment.

Compensation of Employee. (a) As compensation for all services to be performed by Employee from and after The Corporation shall pay the Commencement Date, Employer agrees to pay to Employee a base salary of Two Hundred Twenty-Five Thousand Dollars ($225,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $225,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall increase the Base Salary on an annual basis by the amount of 10%, starting with the anniversary date of this Employment Agreement. Employer will review Employee’s performance annually at which time Employee’s base salary may subsequently be increasedcontract (March 3, 2009), and each anniversary date thereafter (March 3, 2010, etc). (b) Effective as In addition to the Base Salary set forth in Section 4(a) above, the Employee shall be entitled to receive an annual discretionary bonus in an amount to be determined by the Board of Directors of the Commencement DateCorporation (the “Board”) in its sole discretion. To the extent that for that year, Employer the Objectives are achieved and the Corporation achieves its profitability projections the targeted discretionary bonus shall grant Employee stock options for 150,000 shares of common stock under its stock option plan which will provide, among other things, for vesting in four equal annual increments over three years (37,500 shares at the commencement of employment, 37,500 at the end be 50% of the first year (11/5/13)Employee’s Base Salary; provided, 37,500 shares at however, whether such a bonus shall be payable and the end actual amount of such bonus, if any, shall be determined by the second year (11/5/14), and 37,500 shares at the end of the third year (11/5/15)). Such option grant shall have a duration of 10 yearsBoard in its sole discretion. The stock option plan providesannual bonus, inter aliaif any, that unvested options shall is to be forfeited paid 50% in the event that Employee is no longer an employee as of the vesting datecash and 50% in restricted stock. (c) The Corporation shall pay or reimburse the Employee also qualifies for an annual bonus of at least 25% all reasonable out-of-pocket expenses actually incurred or paid by the Employee in the course of his annual salary based on employment, consistent with the criteria Corporation’s policy for reimbursement of expenses from time to be mutually determined with Employer in the first thirty (30) days of each employment year. Such annual bonus may be paid at least 50% in cash and at most 50% in equity of the Company. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangementstime. (d) The Employee shall be entitled to participate in such fringe pension, profit sharing, group insurance, hospitalization, and group health and benefit programs plans and in all other benefits and plans, including perquisites, if any, as the same manner as Employer may offer Corporation provides to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan also includes optical and dental coverage. However, Employer may amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employeremployees. (e) Within fortyIn addition to the Base Salary, bonus compensation and any previously granted stock options, the Employee shall receive options to purchase 200,000 shares of the Common Stock of interCLICK, Inc. (the “Parent”), subject to execution of the Parent’s standard stock option agreement. The option agreement with respect to such options shall provide for such options to vest twenty-five percent (4525%) days on each anniversary of commencing employment, Employer will pay Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdingsthe date hereof. The signing bonus exercise price per share for such options shall be repaid established by the Board and subject to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employmentadjustment for dividends, splits, reclassifications and similar transactions. (f) The Employee shall be entitled to reimbursement execute and deliver in favor of all reasonable expenses related to the relocation of Employee Corporation a confidentiality and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required invention acknowledgement in the obtainment of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment.form attached hereto as Exhibit A.

Compensation of Employee. (a) As compensation for all the services to be performed provided by Employee from under this Agreement and after the Commencement Dateopportunities foregone, Employer agrees to will pay to Employee a upon execution of this Agreement Ten Thousand Dollars ($10,000) (the "Signing Bonus"). Thereafter, Employer will pay Employee an annual base salary of Two One Hundred Twenty-Seven Thousand Five Hundred Dollars ($127,500) (the "Base Salary") payable in accordance with Employer's usual payroll procedures. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that the Employee shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which the Employee has not yet been paid, and to payments, if any, required to be made under Section 5 below. (b) In addition to the Signing Bonus and the Base Salary, Employer will pay Employee Ten Thousand Dollars ($10,000) within ten (10) days after Employee generates Twenty Thousand Dollars ($20,000) in pre-tax profit to Employer. Employer will also pay Employee an annual bonus due and payable on the anniversary of this Agreement calculated as follows based on a capital contribution by the Employer of Five Hundred Thousand Dollars ($500,000) and a return on investment of thirty percent (30%). Bonus as a Percentage Pre-Tax Profit of Base Salary -------------- --------------------- $250,000-500,000 10% $500,000-1,000,000 7.5% Over $1,000,000 5% Employee will receive a minimum bonus of Twenty-Five Thousand Dollars ($225,000.0025,000.00) per annumannually based on a minimum pre-tax profit benchmark of One Hundred Fifty Thousand Dollars ($150,000). All such payments shall In the event that this Agreement is terminated or expires for whatever reason, said bonus will be prorated for any partial month or year and shall be payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. Employer will review Employee’s performance annually at which time Employee’s base salary may subsequently be increased. (b) Effective as of the Commencement Date, Employer shall grant Employee stock options for 150,000 shares date of common stock under its stock option plan which will provide, among other things, for vesting in four equal annual increments over three years (37,500 shares at the commencement of employment, 37,500 at the end of the first year (11/5/13), 37,500 shares at the end of the second year (11/5/14), separation and 37,500 shares at the end of the third year (11/5/15)). Such option grant shall have a duration of 10 years. The stock option plan provides, inter alia, that unvested options shall be forfeited in the event that Employee is no longer an employee as of the vesting datepayable upon separation. (c) The During the term of this Agreement, Employee also qualifies shall be entitled to participate in any employee benefit plans, medical insurance plans, employee education plans, life insurance plans, disability plans, 401(k) retirement plan, and other benefit plans, for an annual bonus of at least 25% of his annual salary based on the criteria which he is otherwise eligible and qualified, customarily made available by Employer from time to be mutually determined with Employer in the first thirty (30) days of each employment year. Such annual bonus may be paid at least 50% in cash and at most 50% in equity of the Company. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangementstime to its executive employees performing similar responsibilities as Employee hereunder. (d) Employee shall be entitled to participate in such fringe benefit programs four weeks paid vacation during each year of service during the term of this Agreement. Such vacation must be taken at a time mutually convenient to Employer and in the same manner as Employer may offer Employee. Employee is entitled to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan also includes optical and dental coverage. However, Employer may amend, decrease or discontinue accumulate up to a maximum of twelve weeks of unused vacation time which shall be fully payable upon termination of employment for any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employerreason. (e) Within forty-five (45) days of commencing employment, Employer will pay Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdings. The signing bonus shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment. (f) Employee shall be entitled to paid holidays in accordance with the Employer's normal policies. (f) Employer shall grant Employee a warrant to purchase up to Fifty Thousand (50,000) shares of common stock of Employer at the price per share of $___ which will become fully vested and exercisable on ___. This provision shall survive the expiration or termination of this Agreement. (g) Employee shall be paid an automobile allowance of Four Hundred Fifty Dollars ($450.00) per month plus reimbursement of all reasonable expenses related for gas and tolls incurred in the performance of Employee's duties hereunder. (h) Employee shall be entitled to life insurance payable to his designated beneficiary in an amount not less than two times the Base Salary, subject to the relocation terms of Employee and his family insurance customarily made available by Employer from time to include: (1) costs for moving personal property of Employee and family, not time to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required in the obtainment of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employmentits executive employees.

Compensation of Employee. (a) As compensation for all services to be performed by Employee from and after the Commencement Date, Employer agrees to pay to Employee a base salary of Two Hundred Twenty-Five Ten Thousand Dollars ($225,000.00210,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. The Employer shall review Employee’s performance after he has worked on a full time basis for six months at which time it will consider increasing his base salary to thereafter be $220,000. Employer will review Employee’s performance annually at which time Employee’s base salary may subsequently be increasedchanged. (b) Effective as of the Commencement Date, Date Employer shall grant give Employee stock options for 150,000 100,000 shares of common stock under its stock option plan which will provide, among other things, for vesting in four three near equal annual increments over three years (37,500 shares at the commencement of employment, 37,500 at the end of the first year (11/5/13), 37,500 shares at the end of the second year (11/5/14), and 37,500 shares at the end of the third year (11/5/15))a $1.29 per share strike price. Such option grant options shall have a duration of 10 years. The stock option plan provides, inter alia, that unvested options shall be forfeited in the event that Employee is no longer an employee as of the vesting date. (c) The Employee also qualifies may qualify for an annual a bonus of at least 25% of his annual salary based on the criteria to be mutually determined with Employer following criteria. During the first sixteen (16) months of this Agreement, (i) a bonus in the first thirty amount of 15% of the then base salary upon an IND application that is approved of by the CEO being filed with the FDA; and (30ii) days a bonus in the amount of each employment year5% of the then base salary upon the delivery of material for toxicology. Such annual bonus may Each bonus, if any, shall be paid at least 50% in cash and at most 50% as options derived from The Company’s Incentive stock option plan. Such options shall have a duration of 10 years and vest over a period of 3 years as described in equity 4(b) with an exercise price at the fair market value on the date of approval by the CompanyBoard of Directors. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangements. (d) Employee shall be entitled to participate in such fringe benefit programs and in the same manner as Employer may offer to its senior employees generally, including family health and life insurance, at Employer’s expense. The Employer’s current health insurance plan is with Empire Blue Cross/Blue Shield and also includes optical and dental coverage. However, Employer may amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employer. (e) Within forty-five (45) days of commencing employment, Employer will pay Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdings. The signing bonus shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment. (f) Employee shall be entitled to reimbursement of all reasonable expenses related to the relocation of Employee and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required in the obtainment of new housing. Such reimbursement shall either be direct billed to the Employer or the Employee may be reimbursed by the Employer upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment.

Compensation of Employee. (a) As compensation for all services to be performed by Employee from and after the Commencement Date, Employer agrees to pay to Employee a base salary of Two Hundred Twenty-Five Forty Thousand Dollars ($225,000.00240,000.00) per annum. All such payments shall be prorated for any partial month or year and shall be payable in accordance with Employer’s customary payroll practices for Employees. Federal income taxes, social security taxes and other customary employee payroll deductions shall be deducted from all amounts paid to Employee as compensation under this Employment Agreement. Employer will review Employee’s performance annually at which time and discuss the review with Employee. Employee’s base salary may subsequently be increasedincreased as a result of such performance review. (b) Effective as of the Commencement Date, Date Employer shall grant give Employee stock options for 150,000 One Hundred Forty Thousand (140,000) shares of common stock of the Company under its stock option plan (attached hereto as Exhibit 4(b) and incorporated herein by this reference) which will provide, among other things, for vesting in four equal annual increments increments, at a $1.65 per share strike price, over three years (37,500 48,000 shares at the commencement of employment, 37,500 at the end of the first year (11/5/13)year, 37,500 48,000 shares at the end of the second year (11/5/14)year, and 37,500 48,000 shares at the end of the third year (11/5/15))year. Such option grant options shall have a duration of 10 years. The stock option plan provides, inter alia, that unvested options shall be forfeited in the event that Employee is no longer an employee as of the vesting date. Stock Options are controlled by the Employer’s Equity Incentive Plan, a copy of which is attached, hereto. Vesting upon a Change in Control is covered therein. The 2008 Equity Incentive Plan provides that “As of the effective time and date of any Change in Control, … any then outstanding Awards (whether or not vested) will accelerate and become fully exercisable and fully vested. The Plan’s terms may be amended or modified as provided therein. (c) The Employee also qualifies for an annual bonus of at least 25% of his annual salary based on the criteria to be mutually determined with Employer in the first thirty (30) days of each employment year. Such annual bonus may be paid at least 50% in cash and at most 50% in equity of the Company. Employer shall review Employee’s performance annually with a view towards setting criteria for possible additional bonus arrangements. (d) Employee shall be entitled to participate in such fringe benefit programs and in the same manner as Employer may offer to its senior employees generally, including family health payment of medical and life insurancedental premiums for Employee, at EmployerEmployee’s expensespouse and the children of Employee ages 26 and younger. The Employer’s current health insurance plan is with Oxford and also includes optical and dental coverage. HoweverEmployer reserves the right, Employer may subject to decisions of its Board of Directors, to amend, decrease or discontinue any benefit program at any time without advance notice to or consent of the Employee, consistent with the manner in which Employer changes the benefit programs for other similarly situated employees of Employer. (ed) Within forty-five thirty (4530) days of commencing employment, employment Employer will pay give Employee a signing bonus of twenty thousand dollars ($20,000) less taxable withholdings. The signing bonus shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment. (fe) Employee shall be entitled to reimbursement of all reasonable expenses expenses, not to exceed Fifty Thousand Dollars ($50,000), related to the relocation of Employee and his family to include: (1) costs for moving personal property of Employee and family, not to exceed ten thousand dollars ($10,000) and (2) any security deposits and broker’s fees required in the obtainment of new housingNew York City metropolitan area. Such reimbursement shall either be direct billed to the Employer Company or the Employee may be reimbursed by the Employer Company upon presentation of receipts satisfactory to Employer for expenses actually incurred in connection with the foregoing. The relocation expenses paid by Employer shall be repaid to Employer by Employee if Employee voluntarily ceases to be an employee of Employer within six (6) months of the commencement of his employment.