Common use of Employment Termination Clause in Contracts

Employment Termination. The employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timetime during the twenty-four (24) months following the initial occurrence of the condition giving rise to Good Reason, following with 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the election of the Executive if the Company fails to name him Chief Executive Officer of the Company within six (6) months from the Commencement Date, on the date of such election. 4.2 On the expiration date of the Employment Period. 4.2 4.3 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.24.3, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.24.3, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 4.4 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 4.5 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date (a) Non-renewal of the Employment applicable term in accordance with Section 1 provided, however, that the Company may, in its sole discretion, either direct the Executive not to come into the office during the Termination Notice Period or, in lieu of all or part of the Termination Notice Period, pay the Executive an amount equal to the Base Salary that would otherwise have been payable to him had he remained employed for the duration of the Termination Notice Period. In such instance, the termination of the Executive shall become effective on the date set forth in a written notice of termination to be provided by the Company (the “Early Termination Date”) and the Executive shall be paid an amount equal to the Base Salary he would have received had he remained employed by the Company between the Early Termination Date and the end of the Termination Notice Period (the “Early Termination Pay”), with payment to be made no later than the 30th day following the end of the Termination Notice Period. 4.2 (b) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of his position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (c) At the election of the Company, for Cause with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disabilityCause” shall mean a finding by the Board that the Executive’s absence from : (i) failed to perform (other than by reason of physical or mental illness or disability for a period of less than three consecutive months or in aggregate less than twenty-six weeks) his assigned duties diligently or effectively or was negligent in the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to these duties, provided that the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days was given prior written notice of such termination to the Company. Such notice shall provide factual details deficiencies and was granted a reasonable opportunity of the basis behind such termination and the Company shall have a not less than thirty (30) day period thereafter days to cure correct any such matter. As used hereindeficiencies. (ii) materially breached this Agreement; (iii) breached his Non-Disclosure, Inventions, Non-Competition, and Non-Solicitation Agreement, or any similar agreement between the term “Good Reason” shall mean: Executive and the Company; (aiv) a material breach by engaged in willful misconduct, fraud, or embezzlement; (v) engaged in any conduct that is, or is reasonably likely to be, materially harmful to the Company business, interests or reputation of the terms of this AgreementCompany; or (vi) was convicted of, including or pleaded guilty or nolo contendere to, a misdemeanor relating to the failure to pay Base Salary Company, a crime involving moral turpitude, or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereoffelony.

Employment Termination. The employment of the Executive under pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 (i) At the election of the Company, for Cause (as defined below)Cause, immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2Agreement, Cause for termination "Cause" shall mean: (a) be deemed to exist upon a reasonable good faith finding by the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after Board that the Executive gives notice has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of termination for Good Reason the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Good Reason exists)Nondisclosure Agreement, which failure is not cured and failed to cure the same within 30 thirty (30) days after a written demand for substantial performance notice thereof is received given to him by the Executive from Company, or (3) materially breached the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has Company's material policies, including but not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious limited to the Company; 's policies regarding xxxxxxx xxxxxxx, and sexual harassment, or (4) engaged in willful misconduct. (ii) At the election of the Company, without Cause, upon at least thirty (30) days written notice by the Company to the Executive. (iii) The death of the Executive, or (cin the discretion of the Company) a material breach the Disability of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2Agreement, no act or failure to act by the Executive "Disability" shall be considered “willful” unless it is doneto exist: (1) if the Executive fails to perform his normal duties for at least 120 days, whether or omitted not consecutive, during any 360-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be donepaid by reason of Executive's incapacitation, or (3) if the Board, acting in bad faith and without reasonable belief its sole discretion, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 120 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive’s action or omission was in the best interests of , for any reason, upon at least thirty (30) days' prior written notice to the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180v) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Reason, provided that the Executive may terminate his employment for Good Reason at any time, following 30-days prior shall have given written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a within thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company days after he becomes aware of the terms occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of thirty (30) days following such notice. For purposes of this Agreement, including the failure to pay Base Salary or "Good Reason" means any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.following events:

Employment Termination. The a. Company hereby agrees to the continued employment of Employee in the Executive under capacity of President and Chief Operating Officer, and Employee hereby accepts such continued employment, all on the terms and conditions hereafter set forth. b. Employee's employment by Company may be terminated as set forth below, but this Agreement and all of its terms and conditions, other than the requirements for Employee to perform duties under Section 3 hereof and Company to pay Employee a salary and any other benefits under Section 4 hereof, shall terminate upon the occurrence of any of the followingremain in full force and effect after said employment is terminated: 4.1 On the expiration date of the Employment Period(i) By Employee's death. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the ii) By Company to the Executive, which notice shall identify the Cause upon which termination if Employee is based. "Totally Disabled." For the purposes of this Section 4.2Agreement, Cause for termination shall mean: Employee will be Totally Disabled if he (a1) has been declared legally incompetent by a final court decree (the Executive’s willful and continued failure date of such decree being deemed to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after be the Executive gives notice of termination for Good Reason and Good Reason existsdate on which the disability occurred), which failure is not cured within 30 days after (2) receives disability insurance benefits from any disability income insurance policy maintained by Company for a written demand for substantial performance is received by the Executive from the Board period of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; six (b6) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; consecutive months, or (c3) has been found to be disabled pursuant to a material breach Disability Determination. A Disability Determination means a finding that Employee, because of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2a medically determinable disease, no act or failure to act by the Executive shall be considered “willful” unless it is doneinjury, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to other mental or physical illness which disability, is unable to perform substantially all of his regular duties to Company and that such disability is determined or reasonably expected to last at least three (3) months. The Disability Determination shall be based on the written opinion of the physician regularly attending Employee whose disability is in question. If Company disagrees with the opinion of this physician (the "First Physician"), it may engage at its own expense another physician (the "Second Physician") to examine Employee. If the First and Second Physicians agree in writing that Employee is or is not disabled, their written opinion shall, except as otherwise set forth in this subsection, be conclusive on the issue of disability. If the First and Second Physicians disagree on the disability of Employee, they shall choose a third consulting physician (whose expense shall be borne by Company), and the written opinion of a majority of these three physicians shall, except as otherwise provided in this subsection, be conclusive as to Employee's disability. The date of any written opinion conclusively finding Employee to be total and permanent by disabled is the date of which the disability will be deemed to have occurred. If there is a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timeconclusive finding that Employee is not Totally Disabled, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter the right to cure such matter. As used herein, request additional Disability Determinations provided it agrees to pay all the term “Good Reason” shall mean: (a) a material breach by the Company expenses of the terms Disability Determinations and does not request an additional Disability Determination more frequently than once every three (3) months. In conjunction with a Disability Determination, Employee hereby consents to any required medical examination, and agrees to furnish any medical information requested by any examining physician and to waive any applicable physician-patient privilege that may arise because of this Agreement, including such examination. All physicians except the failure First Physician must be board-certified in the specialty most closely related to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation nature of the offices of the Company where the Executive is working disability alleged to an area more than forty (40) miles from the location of such offices as of the date hereofexist.

Employment Termination. The employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timetime during the twenty-four (24) months following the initial occurrence of the condition giving rise to Good Reason, following with 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the principal offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date (a) Non-renewal of the Employment applicable term in accordance with Section 1; provided, however, that the Company may, in its sole discretion, either direct the Executive not to come into the office during the Termination Notice Period or, in lieu of all or part of the Termination Notice Period, pay the Executive an amount equal to the Base Salary that would otherwise have been payable to him had he remained employed for the duration of the Termination Notice Period. In such instance, the termination of the Executive shall become effective on the date set forth in a written notice of termination to be provided by the Company (the “Early Termination Date”) and the Executive shall be paid an amount equal to the Base Salary he would have received had he remained employed by the Company between the Early Termination Date and the end of the Termination Notice Period (the “Early Termination Pay”), with payment to be made no later than the 30th day following the end of the Termination Notice Period. 4.2 (b) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of his position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (c) At the election of the Company, for Cause with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disabilityCause” shall mean a finding by the Board that the Executive’s absence from : (i) failed to perform (other than by reason of physical or mental illness or disability for a period of less than three consecutive months or in aggregate less than twenty-six weeks) his assigned duties diligently or effectively or was negligent in the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to these duties, provided that the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days was given prior written notice of such termination to the Company. Such notice shall provide factual details deficiencies and was granted a reasonable opportunity of the basis behind such termination and the Company shall have a not less than thirty (30) day period thereafter days to cure correct any such matter. As used hereindeficiencies. (ii) materially breached this Agreement; (iii) breached his Non-Disclosure, Inventions, Non-Competition, and Non-Solicitation Agreement, or any similar agreement between the term “Good Reason” shall mean: Executive and the Company; (aiv) a material breach by engaged in willful misconduct, fraud, or embezzlement; (v) engaged in any conduct that is, or is reasonably likely to be, materially harmful to the Company business, interests or reputation of the terms of this AgreementCompany; or (vi) was convicted of, including or pleaded guilty or nolo contendere to, a misdemeanor relating to the failure to pay Base Salary Company, a crime involving moral turpitude, or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereoffelony.

Employment Termination. The employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s 's willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s 's duties; (b) the Executive’s 's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “"willful” " unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s 's action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “"disability” " shall mean the Executive’s 's absence from the full-time performance of the Executive’s 's duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s 's legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “"Good Reason” " shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s 's titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The employment of the Executive under by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 a) At the election of the CompanyCompany by an action taken by a simple majority of the Board at a meeting at which the Executive is permitted to appear before the Board, for Cause (as defined below)Cause, immediately upon written notice by the Company to the Executive, which notice shall identify Executive after observance of any cure period provided in the Cause upon which termination is basedfollowing sentence. For the purposes of this Section 4.2Agreement, Cause “Cause” for termination shall meanbe deemed to exist upon: (ai) a good faith finding by the Company that (A) the Executive has failed to adequately perform the material aspects of his assigned duties for the Company in a manner that materially and adversely affects the Company, or (B) the Executive has engaged in dishonesty, gross negligence or intentional misconduct that materially and adversely affects the Company; (ii) the Executive’s willful and continued failure conviction of, or the entry of a pleading of guilty or nolo contendere by the Executive, to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness crime involving moral turpitude or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s dutiesfelony; (biii) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 7 or 7 of this Agreement 8 hereof if such breach is caused by the Executive. For purposes of this Section 4.2, no act ’s intentional misconduct or failure to act by the Executive shall be considered “willful” unless it is done, gross negligence; or omitted to be done, in bad faith and without reasonable belief that (iv) the Executive’s action or omission was intentional violation of Company policy in a manner that materially and adversely affects the Company, in the best interests case of an event set out in subclauses (i)(A) and (iv) above, after (1) written notice of such event and (2) where the failure or violation that is the subject of the notice is capable of correction, the failure of the Executive to correct the failure or violation in question after a 15-day cure period. b) At the election of the Company, without Cause, upon not less than six months’ prior written notice of termination. 4.3 c) Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from death or by the full-time performance Company on account of the Executive’s duties with Disability (as defined in the Company for one hundred eighty (180Option). d) consecutive calendar days as a result At the election of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative, otherwise than for Good Reason (as defined below), upon not less than six months’ prior written notice of resignation. 4.4 e) At the election of the Executive for Good Reason as defined hereinupon not less than 60 calendar days’ notice. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used hereinFor purposes hereof, the term Executive shall be entitled to elect to terminate this Agreement for “Good Reason” shall meanfor any of the following reasons: (ai) a material breach by reduction in the Company of Executive’s duties and responsibilities, (ii) a reduction in the terms of this Agreement, including the failure to pay Executive’s Base Salary or any Annual Bonus when duemaximum target bonus opportunity; (iii) a change of geographic location of the Executive’s principal base of operation to a location other than the greater Moscow metropolitan area; or (biv) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices failure of the Company where to pay any amounts due hereunder subject to the Executive is working Company’s right to an area more cure for no less than forty (40) miles 15 days after written notice from the location of such offices as of the date hereofExecutive.

Employment Termination. The employment of the Executive under pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 (i) At the election of the Company, for Cause (as defined below)Cause, immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2Agreement, Cause for termination "Cause" shall mean: (a) be deemed to exist upon a reasonable good faith finding by the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after Board that the Executive gives notice has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of termination for Good Reason the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Good Reason exists)Nondisclosure Agreement, which failure is not cured and failed to cure the same within 30 thirty (30) days after a written demand for substantial performance notice thereof is received given to him by the Executive from Company, or (3) materially breached the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has Company's material policies, including but not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious limited to the Company; 's policies regarding xxxxxxx xxxxxxx, and sexual harassment, or (4) engaged in willful misconduct. (ii) At the election of the Company, without Cause, upon at least ninety (90) days written notice by the Company to the Executive. (iii) The death of the Executive, or (cin the discretion of the Company) a material breach the Disability of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2Agreement, no act or failure to act by the Executive "Disability" shall be considered “willful” unless it is doneto exist: (1) if the Executive fails to perform his normal duties for at least 120 days, whether or omitted not consecutive, during any 360-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be donepaid by reason of Executive's incapacitation, or (3) if the Board, acting in bad faith and without reasonable belief its sole discretion, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 120 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive’s action or omission was in the best interests of , for any reason, upon at least thirty (30) days' prior written notice to the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180v) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Reason, provided that the Executive may terminate his employment for Good Reason at any time, following 30-days prior shall have given written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a within thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company days after he becomes aware of the terms occurrence of any event of Good reason specifying such event, and such event shall be continued for a period of thirty (30) days following such notice. For purposes of this Agreement, including the failure to pay Base Salary or "Good Reason" means any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.following events:

Employment Termination. The employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s 's willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s 's duties; (b) the Executive’s 's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “"willful” " unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s 's action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “"disability” " shall mean the Executive’s 's absence from the full-time performance of the Executive’s 's duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s 's legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “"Good Reason” " shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s 's titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the principal offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The a. Company hereby agrees to the continued employment of Employee in the capacity of Chief Executive under Officer, and Employee hereby accepts such continued employment, all on the terms and conditions hereafter set forth. b. Employee's employment by Company may be terminated as set forth below, but this Agreement and all of its terms and conditions, other than the requirements for Employee to perform duties under Section 3 hereof and Company to pay Employee a salary and any other benefits under Section 4 hereof, shall terminate upon the occurrence of any of the followingremain in full force and effect after said employment is terminated: 4.1 On the expiration date of the Employment Period(i) By Employee's death. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the ii) By Company to the Executive, which notice shall identify the Cause upon which termination if Employee is based. "Totally Disabled." For the purposes of this Section 4.2Agreement, Cause for termination shall mean: Employee will be Totally Disabled if he (a1) has been declared legally incompetent by a final court decree (the Executive’s willful and continued failure date of such decree being deemed to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after be the Executive gives notice of termination for Good Reason and Good Reason existsdate on which the disability occurred), which failure is not cured within 30 days after (2) receives disability insurance benefits from any disability income insurance policy maintained by Company for a written demand for substantial performance is received by the Executive from the Board period of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; six (b6) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; consecutive months, or (c3) has been found to be disabled pursuant to a material breach Disability Determination. A Disability Determination means a finding that Employee, because of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2a medically determinable disease, no act or failure to act by the Executive shall be considered “willful” unless it is doneinjury, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to other mental or physical illness which disability, is unable to perform substantially all of his regular duties to Company and that such disability is determined or reasonably expected to last at least three (3) months. The Disability Determination shall be based on the written opinion of the physician regularly attending Employee whose disability is in question. If Company disagrees with the opinion of this physician (the "First Physician"), it may engage at its own expense another physician (the "Second Physician") to examine Employee. If the First and Second Physicians agree in writing that Employee is or is not disabled, their written opinion shall, except as otherwise set forth in this subsection, be conclusive on the issue of disability. If the First and Second Physicians disagree on the disability of Employee, they shall choose a third consulting physician (whose expense shall be borne by Company), and the written opinion of a majority of these three physicians shall, except as otherwise provided in this subsection, be conclusive as to Employee's disability. The date of any written opinion conclusively finding Employee to be total and permanent by disabled is the date of which the disability will be deemed to have occurred. If there is a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timeconclusive finding that Employee is not Totally Disabled, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter the right to cure such matter. As used herein, request additional Disability Determinations provided it agrees to pay all the term “Good Reason” shall mean: (a) a material breach by the Company expenses of the terms Disability Determinations and does not request an additional Disability Determination more frequently than once every three (3) months. In conjunction with a Disability Determination, Employee hereby consents to any required medical examination, and agrees to furnish any medical information requested by any examining physician and to waive any applicable physician-patient privilege that may arise because of this Agreement, including such examination. All physicians except the failure First Physician must be board-certified in the specialty most closely related to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation nature of the offices of the Company where the Executive is working disability alleged to an area more than forty (40) miles from the location of such offices as of the date hereofexist.

Employment Termination. The employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the principal offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On At the expiration date election of the Employment PeriodCompany, without Cause (defined below), upon not less than ninety (90) calendar days prior written notice of termination by the Company to the Executive; during such notice period, the Company may elect to relieve the Executive of any or all of his duties, provided that he continues to receive all compensation and benefits under this Agreement. 4.2 At the election of the Executive, upon not less than ninety (90) calendar days prior written notice of termination by the Executive to the Company; 4.3 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.24, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes that (i) the Executive has not substantially performed failed to perform his assigned duties for the Executive’s dutiesCompany and has failed to remedy such failure within ten (10) calendar days following written notice from the Company to the Executive notifying him of such failure or (ii) the Executive has engaged in dishonesty, misconduct or gross negligence; (b) the Executive’s willful engagement in illegal conduct conviction of the Executive of, or gross misconduct which is materially and demonstrably injurious to the Companyentry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company.Agreement; and 4.3 4.4 Upon the death or disability Disability of the Executive. As used in this Agreement, the term “disabilityDisability” shall mean the Executive’s absence from the full-time performance inability of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity , due to a physical or mental disability, for a period of 90 days, whether or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at not consecutive, during any time, following 30360-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, perform the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of services contemplated under this Agreement, including the failure to pay Base Salary with or any Annual Bonus when due; without reasonable accommodation as that term is defined under state or (b) any material adverse change federal law. A determination of Disability shall be made in good faith by the Company in Executive’s titles, authorities, duties, responsibilities or lines Board of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation Directors of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereofCompany.

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date (a) Non-renewal of the Employment applicable term in accordance with Section 1; provided, however, that the Company may, in its sole discretion, either direct the Executive not to come into the office during the Termination Notice Period or, in lieu of all or part of the Termination Notice Period, pay the Executive an amount equal to the Base Salary that would otherwise have been payable to her had she remained employed for the duration of the Termination Notice Period. In such instance, the termination of the Executive shall become effective on the date set forth in a written notice of termination to be provided by the Company (the “Early Termination Date”) and the Executive shall be paid an amount equal to the Base Salary she would have received had she remained employed by the Company between the Early Termination Date and the end of the Termination Notice Period (the “Early Termination Pay”), with payment to be made no later than the 30th day following the end of the Termination Notice Period. 4.2 (b) Upon the death or “Disability” of the Executive. As used in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents the Executive from performing the duties of her position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. (c) At the election of the Company, for Cause with or without “Cause” (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disabilityCause” shall mean a finding by the Board that the Executive’s absence from : (i) failed to perform (other than by reason of physical or mental illness or disability for a period of less than three consecutive months or in aggregate less than twenty-six weeks) her assigned duties diligently or effectively or was negligent in the full-time performance of these duties, provided that the Executive’s duties with Executive was given prior written notice of such deficiencies and was granted a reasonable opportunity of not less than thirty (30) days to correct any such deficiencies. (ii) materially breached this Agreement; (iii) materially breached her Proprietary Rights, Non-Disclosure and Developments Agreement, or any similar agreement between the Company for one hundred eighty Executive and the Company; (180iv) consecutive calendar days as a result of incapacity due to mental engaged in willful misconduct, fraud, or physical illness which embezzlement; (v) engaged in any conduct that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable materially harmful to the Executive business, interests or reputation of the Executive’s legal representativeCompany; or (vi) was convicted of, or pleaded guilty or nolo contendere to a crime involving moral turpitude or any felony. 4.4 (d) At the election of the Executive for Executive, with or without “Good Reason Reason” (as defined herein. The Executive may terminate his employment for Good Reason at any timebelow), following 30-days prior immediately upon written notice of such termination by the Executive to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used hereinin this Agreement, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.:

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the election of the Executive if the Company fails to name him Chief Executive Officer of the Company within six (6) months from the Commencement Date, on the date of such election. 4.2 On the expiration date of the Employment Period. 4.2 4.3 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.24.3, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.24.3, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 4.4 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 4.5 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the principal offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The employment of the Executive under by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 (a) At the election of the CompanyCompany by an action taken by a simple majority of the Board at a meeting at which the Executive is permitted to appear before the Board, for Cause (as defined below)Cause, immediately upon written notice by the Company to the Executive, which notice shall identify Executive after observance of any cure period provided in the Cause upon which termination is basedfollowing sentence. For the purposes of this Section 4.2Agreement, Cause “Cause” for termination shall meanbe deemed to exist upon: (ai) a good faith finding by the Company that (A) the Executive has failed to adequately perform the material aspects of his assigned duties for the Company in a manner that materially and adversely affects the Company, or (B) the Executive has engaged in dishonesty, gross negligence or intentional misconduct that materially and adversely affects the Company; (ii) the Executive’s willful and continued failure conviction of, or the entry of a pleading of guilty or nolo contendere by the Executive, to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness crime involving moral turpitude or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s dutiesfelony; (biii) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 7 or 7 of this Agreement 8 hereof if such breach is caused by the Executive. For purposes of this Section 4.2, no act ’s intentional misconduct or failure to act by the Executive shall be considered “willful” unless it is done, gross negligence; or omitted to be done, in bad faith and without reasonable belief that (iv) the Executive’s action or omission was intentional violation of Company policy in a manner that materially and adversely affects the Company, in the best interests case of an event set out in subclauses (i)(A) and (iv) above, after (1) written notice of such event and (2) where the failure or violation that is the subject of the Companynotice is capable of correction, the failure of the Executive to correct the failure or violation in question after a 15-day cure period. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180b) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timeCompany, following 30-days without Cause, upon not less than six months’ prior written notice of such termination to termination. (c) Upon the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach Executive’s death or by the Company on account of the terms Executive’s Disability. For purposes hereof, “Disability” shall mean the inability of this Agreement, including the failure Executive to pay Base Salary engage in any substantial gainful activity by reason of any medically determinable physical or any Annual Bonus when due; or (b) any material adverse change mental impairment and shall be determined by the Company in Executive’s titles, authorities, duties, responsibilities Board or lines of reporting inconsistent with a committee thereof on the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location basis of such offices medical evidence as of the date hereofBoard or such committee deems warranted under the circumstances.

Employment Termination. The employment of the Executive under by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 (a) At the election of the CompanyCompany by an action taken by a simple majority of the Board at a meeting at which the Executive is permitted to appear before the Board, for Cause (as defined below)Cause, immediately upon written notice by the Company to the Executive, which notice shall identify Executive after observance of any cure period provided in the Cause upon which termination is basedfollowing sentence. For the purposes of this Section 4.2Agreement, Cause “Cause” for termination shall meanbe deemed to exist upon: (ai) a good faith finding by the Company that (A) the Executive has failed to adequately perform the material aspects of her assigned duties for the Company in a manner that materially and adversely affects the Company, or (B) the Executive has engaged in dishonesty, gross negligence or intentional misconduct that materially and adversely affects the Company; (ii) the Executive’s willful and continued failure conviction of, or the entry of a pleading of guilty or nolo contendere by the Executive, to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness crime involving moral turpitude or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s dutiesfelony; (biii) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 7 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act 8 hereof; or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that (iv) the Executive’s action or omission was intentional violation of Company policy in a manner that materially and adversely affects the Company; in the best interests case of an event set out in subclauses (i)(A) and (iv) above, after (1) written notice of such event and (2) where the failure or violation that is the subject of the Companynotice is capable of correction, the failure of the Executive to correct the failure or violation in question after a 15-day cure period. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180b) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timeCompany, following 30-days without Cause, upon not less than six months’ prior written notice of termination; or immediately upon payment of six month’s Base Salary in lieu of such termination to notice. (c) Upon the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach Executive’s death or by the Company on account of the terms Executive’s Disability. For purposes hereof, “Disability” shall mean the inability of this Agreement, including the failure Executive to pay Base Salary engage in any substantial gainful activity by reason of any medically determinable physical or any Annual Bonus when due; or (b) any material adverse change mental impairment and shall be determined by the Company in Executive’s titles, authorities, duties, responsibilities Board or lines of reporting inconsistent with a committee thereof on the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location basis of such offices medical evidence as of the date hereofBoard or such committee deems warranted under the circumstances.

Employment Termination. The This Agreement and the employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On (a) Upon the expiration date death of the Employment PeriodExecutive or at the election of the Company due to the Executive's "Disability". As used in this Agreement, the term "Disability" shall mean a physical or ActiveUS 171352107 mental illness or disability that prevents the Executive from performing the duties of the Executive's position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks during any twelve-month period. The Company shall determine in good faith and in its sole discretion whether the Executive is unable to perform the services provided for herein. 4.2 (b) At the election of the Company, for Cause with or without "Cause" (as defined below), immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” "Cause" shall mean a finding by the Company's Chief Executive Officer or the Board that the Executive’s absence from : (i) performed her duties, in the full-time performance good faith opinion of the Executive’s Company's Chief Executive Officer or the Board, in a grossly negligent or reckless manner or with willful malfeasance; (ii) exhibited habitual drunkenness or engaged in substance abuse; (iii) committed any material violation of any state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited discrimination) or any material violation of any material Company policy; (iv) willfully failed or refused to perform in the usual manner at the usual time those duties which she regularly and routinely performed in connection with the Company for one hundred eighty (180) consecutive calendar days as a result business of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable such other duties reasonably related to the capacity in which the Executive is employed hereunder which may be assigned to the Executive by the Company's Chief Executive Officer or the Board, which failure or refusal continues for a period of more than seven (7) days after written notice thereof has been provided to the Executive by the Company's Chief Executive Officer or the Board, such notice to set forth in reasonable detail the nature of such failure or refusal; (v) performed any material action when specifically and reasonably instructed not to do so by the Company's Chief Executive Officer or the Board; (vi) committed any fraud or used or appropriated for her personal use or benefit any funds, properties or opportunities of the Company not authorized by the Company's Chief Executive Officer or the Board to be so used or appropriated; or (vii) was convicted of, or pled guilty or "no contest" to, any felony or any other crime related to the Executive’s legal representative's employment or involving moral turpitude. 4.4 (c) At the election of the Executive for Executive, with or without "Good Reason Reason" (as defined herein. The Executive may terminate his employment for Good Reason at any timebelow), following 30-days prior immediately upon written notice of such termination by the Executive to the CompanyCompany (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). Such notice As used in this Agreement, "Good Reason" shall provide factual details mean (without the Executive's consent): (i) a material diminution in the nature or scope of Executive's duties, responsibilities, or authority; ActiveUS 171352107 (ii) a material diminution of the basis behind such termination and Executive's base compensation; (iii) the Company's requiring Executive to relocate Executive's primary office more than fifty (50) miles from the Executive's then-current primary office; or (iv) any material breach of this Agreement by the Company not otherwise covered by this paragraph; provided, however, that in each case, the Company shall have a period of not less than thirty (30) day period thereafter days to cure such matter. As used herein, the term “any act constituting Good Reason” shall mean: (a) a material breach by Reason following Executive's delivery to the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or written notice within sixty (b60) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation days of the offices action or omission constituting Good Reason and that the Executive actually terminates employment within thirty (30) days following the expiration of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereofCompany's cure period.

Employment Termination. The employment of the Executive under by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive given within 90 days after the Cause event becomes known to the Company. For the purposes of this Agreement, Cause shall mean: (A) a material breach by the Executive of this Agreement or a material breach by the Executive of the Company's Code of Conduct, in each case that is not cured within 10 days following receipt by the Executive of written notice from the Company specifying the details thereof, (B) Executive's willful failure to attempt in good faith to follow the legal written direction of the Board or the CEO, which is not cured within 10 days following receipt by the Executive of written notice from the Board or the CEO specifying the details thereof, (C) Executive's conviction of a felony (other than a felony involving a traffic violation or as defined belowa result of vicarious liability), (D) Executive's commission of an act constituting fraud, embezzlement, larceny or theft with regard to the Company that is of a material nature (other than good faith expense account reimbursement disputes) or (E) willful misconduct by the Executive with regard to the Company that has a material adverse effect on the Company. For purposes of this paragraph, no act, or failure to act, on Executive's part shall be considered "willful" unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. For purposes of clause (A) above, the Company's "Code of Conduct" shall mean such code as currently in effect and as it may hereafter be amended from time to time, provided that any such amendment is communicated to the Executive in writing or electronically. 4.2 Upon the death of the Executive, or upon 30 days' written notice from the Company after the Executive has incurred a Disability and remains disabled, unless he returns to the full-time performance of his duties within such 30-day period. As used in this Agreement, the term Disability shall mean the failure of the Executive, due to a physical or mental disability, to perform the services contemplated by this Agreement for a period of 120 days, whether or not consecutive, during any 360-day period. 4.3 At the election of the Company, without cause, immediately upon written notice by the Company to the Executive, which notice shall identify the Cause upon which termination is based. For the purposes of this Section 4.2, Cause for termination shall mean: (a) the Executive’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; (b) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) a material breach of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2, no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Reason, provided that the Executive may terminate his employment for shall have given written notice to the Board within 90 days after he becomes aware of the occurrence of any event of Good Reason at specifying such event, and such event shall be continued for a period of ten (10) days following such notice. For purposes of this Agreement, Good Reason means any timeof the following events (unless consented to by the Executive in writing): (i) a material diminution in the Executive's duties, following 30-days prior written notice of such termination responsibilities or authorities or the assignment to the Company. Such notice shall provide factual details Executive of duties or responsibilities that are materially adversely consistent with his then position; (ii) any individual appointed as the basis behind such termination and CEO other than the Company shall have a thirty current CEO or the Executive; (30iii) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a any material breach by the Company of the terms of this Agreement; (iv) failure of the Executive to be elected to the Board by September 1, including 2003, or the Executive's removal from, or failure to pay Base Salary be re-elected to the Board once elected thereto; (v) a reduction in the Executive's base salary or any Annual Bonus when duetargeted bonus; or (bvi) any material adverse change a requirement by the Company in that the Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.'s principal place

Employment Termination. (a) The employment of the Executive under by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At (i) at the election of the Company, for Cause Board without “cause” (as defined herein below), immediately upon written notice by the Board to the Executive; or at the election of the Executive, with “good reason” (hereinafter defined); or (ii) at the election of the Board for “cause,” immediately upon -written -notice by the Company to the Executive; or (iii) upon the Executive’s death or “disability” (as defined herein below), which immediately, in the case of disability, upon written notice shall identify by the Cause upon which termination is based. Board to the Executive. (b) For the purposes of this Section 4.2Agreement, Cause “cause” for termination shall mean: be deemed to exist upon (ai) a reasonable and good faith finding by the Board as determined by it in its sole discretion, of a material and repeated failure of the Executive to provide his full business time and attention to his reasonably assigned duties for the Company (including, without limitation, unexcused failure to report for work) for reasons other than the Executive’s death or disability, or the Executive’s gross negligence or willful and continued misconduct; which failure or deficiency remains uncured (if curable) for a period of thirty (30) days following written notice by the Board to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination which specifies the reasons for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received the potential cause determination; (ii) the material breach by the Executive from the Board of Directors any of the Company which specifically identifies the manner in which the Board provisions of Directors believes the Executive has not substantially performed this Agreement for reasons other than the Executive’s dutiesdeath or disability, which breach remains uncured (if curable) for a period of thirty (30) days following written notice by the Board to the Executive which specifies the reasons for the potential cause determination; (biii) the Executive’s willful engagement in illegal conduct conviction of the Executive of, or gross misconduct which is materially and demonstrably injurious to the entry of a pleading of guilty or nolo contendere by the Executive to, any felony; (iv) the Executive having committed any theft, embezzlement, fraud or other intentional act of dishonesty involving the business of the Company; or (cv) a material breach of Section 6 any adjudication in any civil suit, or 7 of this Agreement written acknowledgment by the ExecutiveExecutive in any agreement or stipulation of the commission of any theft, embezzlement, fraud or other intentional act of dishonesty involving any other person. For purposes of this Section 4.2Agreement, no act or failure to act “good reason” means, without the written consent of the Executive, (i) a material reduction by the Executive shall be considered “willful” unless it is done, or omitted to be done, Board in bad faith and without reasonable belief that the Executive’s action duties or omission was in the best interests of the Company. 4.3 Upon the death or disability position, (ii) a reduction of the Executive’s compensation or benefits as set forth in this Agreement, (iii) the relocation of the Executive’s principal place of employment, except as set forth herein or (iv) any other material breach by the Board of this Agreement. As used in Prior to a termination with good reason, the Board shall have thirty (30) days to cure the deficiency or deficiencies related to the potential good reason determination. (c) For purposes of this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance (x) a disability (by reason of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to accident, illness, mental or physical illness cause) which in fact incapacitates the Executive from performing substantially the services contemplated herein for a period of three (3) consecutive months or for an aggregate of four (4) months during any twelve (12) month period during the term of this Agreement, or (y) a disability, the nature of which is determined to be total and permanent by such that in the opinion of a physician selected by the Company or its insurers Board (and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of hereby agrees to submit to an examination by such physician), the Executive shall be incapacitated from performing the services contemplated herein for Good Reason as defined herein. The Executive may terminate his employment a period of three (3) consecutive months or for Good Reason at an aggregate of four (4) months during any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty twelve (3012) day month period thereafter to cure such matter. As used herein, during the term “Good Reason” shall mean: (a) a material breach of this Agreement. A termination by the Company pursuant to the provisions of paragraph 5(a)(iii) above, shall be treated as a termination without “cause” pursuant to the terms provisions of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or paragraph 5(a) (bi) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereofabove.

Employment Termination. The This Agreement and Executive’s employment of the Executive under this Agreement shall terminate upon the occurrence of any of the following: 4.1 On the expiration date of the Employment Period. 4.2 At the election of the CompanyHasbro, for Cause (as defined below)Cause, immediately upon written notice to Executive by the Company to the Executive, which notice shall identify the Cause upon which termination is basedHasbro. For the purposes of this Section 4.24.1, Cause termination for termination “Cause” shall mean: be deemed to exist upon (a) the Executive’s willful and continued failure refusal to substantially perform his reasonable (i) Executive’s assigned duties for Hasbro; or (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason and Good Reason exists), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the ii) Executive’s dutiesobligations under this Agreement; (b) conduct of the Executive involving fraud, gross negligence or willful misconduct or other action which damages the reputation of Hasbro; (c) Executive’s willful engagement in illegal conduct indictment for or gross misconduct which is materially and demonstrably injurious to conviction of, or the Companyentry of a pleading of guilty or nolo contendere by Executive to, any crime involving moral turpitude or any felony; (d) Executive’s fraud, embezzlement or other intentional misappropriation from Hasbro; or (ce) a Executive’s material breach of Section 6 any material policies, rules or 7 regulations of this Agreement employment which may be adopted or amended from time to time by the Executive. For purposes of this Section 4.2Hasbro; provided, no act or failure to act by the Executive shall be considered “willful” unless it is donehowever, or omitted to be done, in bad faith and without reasonable belief that the Hasbro may not terminate Executive’s action employment for Cause unless (x) Hasbro gives written notice of its intent to terminate Executive’s employment (including the reasons therefor) and (y) with respect to any alleged violation of (a) or omission was in (e) above, Executive fails to cure such refusal or material breach (if the best interests breach is subject to cure) within thirty (30) days of Executive’s receipt of such written notice (which, if so cured within such 30-day period, shall no longer be a grounds for termination of Executive’s employment for “Cause”). Hasbro’s financial performance or the Company.financial performance of operating units for which Executive is responsible shall not constitute a basis for Hasbro to terminate Executive for Cause or refuse to provide any severance benefits under this Agreement; 4.3 Upon the 4.2 Thirty (30) days after Executive’s death or disability of the ExecutiveDisability. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any time, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter to cure such matter. As used herein, the term “Good Reason” shall mean: (a) a material breach by the Company of the terms of this Agreement, including the failure to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation of the offices of the Company where the Executive is working to an area more than forty (40) miles from the location of such offices as of the date hereof.

Employment Termination. The a. Company hereby agrees to the continued employment of Employee in the capacity of Executive under Vice President and Chief Technology Officer, and Employee hereby accepts such continued employment, all on the terms and conditions hereafter set forth. b. Employee's employment by Company may be terminated as set forth below, but this Agreement and all of its terms and conditions, other than the requirements for Employee to perform duties under Section 3 hereof and Company to pay Employee a salary and any other benefits under Section 4 hereof, shall terminate upon the occurrence of any of the followingremain in full force and effect after said employment is terminated: 4.1 On the expiration date of the Employment Period(i) By Employee's death. 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the ii) By Company to the Executive, which notice shall identify the Cause upon which termination if Employee is based. "Totally Disabled." For the purposes of this Section 4.2Agreement, Cause for termination shall mean: Employee will be Totally Disabled if he (a1) has been declared legally incompetent by a final court decree (the Executive’s willful and continued failure date of such decree being deemed to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after be the Executive gives notice of termination for Good Reason and Good Reason existsdate on which the disability occurred), which failure is not cured within 30 days after (2) receives disability insurance benefits from any disability income insurance policy maintained by Company for a written demand for substantial performance is received by the Executive from the Board period of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s duties; six (b6) the Executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; consecutive months, or (c3) has been found to be disabled pursuant to a material breach Disability Determination. A Disability Determination means a finding that Employee, because of Section 6 or 7 of this Agreement by the Executive. For purposes of this Section 4.2a medically determinable disease, no act or failure to act by the Executive shall be considered “willful” unless it is doneinjury, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Executive. As used in this Agreement, the term “disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties with the Company for one hundred eighty (180) consecutive calendar days as a result of incapacity due to other mental or physical illness which disability, is unable to perform substantially all of his regular duties to Company and that such disability is determined or reasonably expected to last at least three (3) months. The Disability Determination shall be based on the written opinion of the physician regularly attending Employee whose disability is in question. If Company disagrees with the opinion of this physician (the "First Physician"), it may engage at its own expense another physician (the "Second Physician") to examine Employee. If the First and Second Physicians agree in writing that Employee is or is not disabled, their written opinion shall, except as otherwise set forth in this subsection, be conclusive on the issue of disability. If the First and Second Physicians disagree on the disability of Employee, they shall choose a third consulting physician (whose expense shall be borne by Company), and the written opinion of a majority of these three physicians shall, except as otherwise provided in this subsection, be conclusive as to Employee's disability. The date of any written opinion conclusively finding Employee to be total and permanent by disabled is the date of which the disability will be deemed to have occurred. If there is a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. 4.4 At the election of the Executive for Good Reason as defined herein. The Executive may terminate his employment for Good Reason at any timeconclusive finding that Employee is not Totally Disabled, following 30-days prior written notice of such termination to the Company. Such notice shall provide factual details of the basis behind such termination and the Company shall have a thirty (30) day period thereafter the right to cure such matter. As used herein, request additional Disability Determinations provided it agrees to pay all the term “Good Reason” shall mean: (a) a material breach by the Company expenses of the terms Disability Determinations and does not request an additional Disability Determination more frequently than once every three (3) months. In conjunction with a Disability Determination, Employee hereby consents to any required medical examination, and agrees to furnish any medical information requested by any examining physician and to waive any applicable physician-patient privilege that may arise because of this Agreement, including such examination. All physicians except the failure First Physician must be board-certified in the specialty most closely related to pay Base Salary or any Annual Bonus when due; or (b) any material adverse change by the Company in Executive’s titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof or the assignment to Executive by the Company of titles, authorities, duties, responsibilities or lines of reporting inconsistent with the terms hereof, or (c) a relocation nature of the offices of the Company where the Executive is working disability alleged to an area more than forty (40) miles from the location of such offices as of the date hereofexist.