Common use of Executive Perquisites, Benefits and Other Compensation Clause in Contracts

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer may have in effect from time to time. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employer's expense reporting policy. (iii) Employer shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other Employer-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members his spouse and children under health, hospitalization, disability, dental, life and other insurance employee benefit plans that Employer the Company may have in effect from time to time, with benefits provided to Employee under this clause (i) to be not less favorable than the benefits provided to other Company executives including the Chief Executive Officer. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer Two (2) weeks paid vacation for each year during the period of employment (pro rated for any year in which Employee is employed for less than the full year) until December 31, 1999 and three (3) weeks paid vacation for each year during the period of employment (pro rated for any year in which Employee is employed for less than the full year) after January 1, 2000. Earned and unused paid vacation for each year shall not carry forward to subsequent years. (iv) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 The Company shall grant the Employee options (the "Options") to acquire fifty thousand (50,000) shares of Restricted the Common Stock granted of the Company at the price of Five and 375/1000s Dollars ($5.375) per share (the "Option Price"). The Options shall become exercisable as to twenty percent (20%) of the underlying shares of Common Stock on January 15, 1998 and as to the remainder, twenty percent (20%) of the underlying shares of Common Stock on each of the first four anniversaries of January 15, 1999 (January 15, 2000, January 15, 2001, and January 15, 2002). The Options shall expire on the tenth anniversary of the date of execution grant. (vi) The Company shall pay Employee's (A) direct and out-of-pocket relocation expenses to the Minneapolis/St. Paul, Minnesota metropolitan area; (B) travel expenxxx for up to three (3) round-trips (with spouse) between Employee's current residence and Minneapolis, Minnesota; and (C) rent for temporary lodging not to exceed One Thousand Eight Hundred Dollars ($1,800) per month for a period not to exceed six (6) months. Direct and out-of-pocket relocation expenses include packing, moving and unpacking of household goods, furniture and automobiles but do not include temporary lodging or living costs, duplicate home carrying costs, residential purchase closing costs or travel costs except as set forth in clauses (B) and (C) of this Agreement subsection 2(c)(vi). The foregoing shall be paid or reimbursed by the Company if, when and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendmentas incurred.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, and not less favorable than the benefits provided to other Company executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer Four (4) weeks paid vacation for each year during the period of employment or such greater amount as may be afforded officers and key employees generally under the Company's policies in effect from time to time (prorated for any year in which Employee is employed for less than the full year). (iv) An automobile allowance in the amount of $1,000 per month. (v) The Company shall reimburse Employee up to $300 per month for club dues actually incurred by Employee, provided that such club is used at least 50% of the time for business purposes. (vi) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of , which will include participation in the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowanceCompany's Incentive Compensation Plan. (ivvii) Four (4) weeks paid vacation per yearThe Company shall provide Employee with reasonable assistance in personal tax planning from the Company's auditors. (vviii) In consideration Participation in the Company's 401(k) Plan and Non-Qualified Plan. (ix) The Company shall, under Employee's direction, establish a Supplemental Retirement Plan/Survivor Protection Plan to be placed inside the Company's Non-Qualified Plan and provide Employee with such benefit. (x) The Company shall reimburse Employee up to $7,000 per year for 50,000 shares of Restricted Stock granted expenditures on health costs, insurance, financial planning or tax planning benefits (or similar benefits, or such other benefits at the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) discretion of the First AmendmentCompany) or club dues, all as selected by Employee.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, to the extent permitted by law without triggering any penalties or taxes on either the Company or Employee under the Patient Protection and Affordable Care Act and/or Internal Revenue Code. The benefits provided to Employee under this clause (i) shall be at least equal to such benefits provided to executives or employees in similar positions at the Company, and shall include Company-paid health insurance coverage for Employee’s family as required by the Patient Protection and Affordable Care Act. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer The Company shall provide Employee with other executive perquisites (including, but not limited to, participation in the Company's Long-Term Incentive Plan) as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of Additionally, within thirty days following the foregoingEffective Date, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiariesupon Board approval, Employee shall receive a grant of restricted common stock of the Company equivalent to 4% of outstanding shares of the Company (on a fully diluted basis) at the time of grant. Unless Employee is terminated either pursuant to Paragraph 5 or consistent with the covenants of the Company's Long Term Incentive Plan, such restricted shares shall vest and be afforded a similar car allowanceissued on the following schedule: (1) One Fourth (1/4th) of the total shares upon each of the first two anniversary dates of the Effective Date; (2) One Half (1/2) of the total shares upon the 3rd anniversary date of the Effective Date. Employee shall be entitled to 4 weeks of vacation per year in addition to all Federal and religious holidays. (iv) Four (4) weeks Bonus: On not less than an annual basis, the Board of Directors will determine whether the Company will pay you additional incentive bonus based on performance results, at the Board of Directors sole discretion. Specifically, the Company has agreed to include Employee in the Employee Bonus Plan, to be approved by the Board Compensation Committee for 2014, provided however, any annual bonus determined by the Board to be payable to Employee shall be equal to the product of multiplying such Employee bonus by 40%. Such bonus may be in the form of cash, stock options, restricted stock or stock equivalents, or any combination thereof, at the Board’s sole discretion, and consistent with the form of annual bonus paid vacation per yearto other executives at an organizational level reasonably equivalent to that of Employee. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, to the extent permitted by law without triggering any penalties or taxes on either the Company or Employee under the Patient Protection and Affordable Care Act and/or Internal Revenue Code. The benefits provided to Employee under this clause (i) shall be at least equal to such benefits provided to executives or employees in similar positions at the Company, and shall include Company-paid health insurance coverage for Employee's family as required by the Patient Protection and Affordable Care Act. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer The Company shall provide Employee with other executive perquisites (including, but not limited to, participation in the Company's Long-Term Incentive Plan) as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of Notwithstanding, within thirty days following the foregoingEffective Date, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiariesupon Board approval, Employee shall receive stock options equivalent to 4% of outstanding shares of the Company (on a fully diluted basis) which shall be afforded issued to the Employee following the filing with the SEC of a similar car allowanceform S-4 for the conversion of Infusion Brands International, Inc. stock into Company stock. Unless Employee is terminated either pursuant to Paragraph 5 or consistent with the covenants of the Company's Long Term Incentive Plan, such options of Company shares shall vest on the following schedule: (1) One Fourth (1/4th) of the total options upon each of the anniversary dates of the Effective Date; (2) One Fourth (1/4th) of the total options upon the third anniversary date of the Effective Date. Employee shall be entitled to 4 weeks of vacation per year in addition to all Federal and religious holidays. (iv) Four (4) weeks Bonus: On not less than an annual basis, the Board of Directors will determine whether the Company will pay you additional incentive bonus based on performance results, at the Board of Directors sole discretion. Specifically, the Company has agreed to include Employee in the Employee Bonus Plan, to be approved by the Board Compensation Committee for 2014, provided however, any annual bonus determined by the Board to be payable to Employee shall be equal to the product of multiplying such Employee bonus by 40%. Such bonus may be in the form of cash, stock options, restricted stock or stock equivalents, or any combination thereof, at the Board's sole discretion, and consistent with the form of annual bonus paid vacation per yearto other executives at an organizational level reasonably equivalent to that of Employee. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company or VPI may have in effect from time to time, benefits provided to Employee under this clause (i) to be at least equal to such benefits provided to VPI executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred under the circumstances by Employee in the performance of Employee's services pursuant to this AgreementAgreement and consistent with past practice. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer Six weeks' paid vacation time, provided, however, that any such vacation, paid or unpaid, shall be consistent with adequate performance of all duties and obligations of Employee, including as set forth in paragraph 1 hereof, and provided further, that nothing contained in this paragraph 2(c)(iii) shall be construed as a limitation of any rights of termination for good cause pursuant to and in accordance with paragraph 5(c)(2) hereof. (iv) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide or VPI-wide employee benefits as available from time to time. Without limitation of the foregoingtime (e.g., any pension or profit sharing plans if and to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiariesadopted by the Company, if Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per yearmeets all eligibility requirements thereof and consistent with the terms thereof). (v) In consideration The Company shall provide the Employee with a new automobile selected by the Employee to be leased by the Company and replaced by a new automobile selected by Employee every two years and the Company shall pay all expenses associated with such automobiles (e.g., gas, parking, repair costs, licensing and insurance), in an amount as budgeted and consistent with past practices, up to a maximum total payment of $15,000 per year for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement all such payments and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendmentexpenses.

Executive Perquisites, Benefits and Other Compensation. Employee Commencing on the date hereof, the Executive shall be entitled to receive additional employment and consulting benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee the Executive and Employee's the Executive’s dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, at the levels, and with the co-payments, as established by the Company under such plans. (ii) If, despite the Executive’s consulting work during the second year of the Term, the cessation of the Executive’s employment at the end of the first year of the Term terminates the Executive’s eligibility under the Company’s health insurance plans, the Executive and his or her eligible family members shall, at the Company’s expense (which may be by direct payment or reimbursement of premium payments made by the Executive), be entitled to health insurance continuation coverage (“COBRA Coverage”) pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended and under any other applicable law, to the extent required by such laws. However, if the Executive becomes re-employed with another employer and is eligible to receive any health insurance benefits under another employer’s plans, the Company’s obligations under this Section 3(b) shall terminate. (iii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee the Executive in the performance of Employee's the Executive’s services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee the Executive upon submission of any request for reimbursement, and in a format and manner consistent with Employer's the Company’s expense reporting policy. (iiiiv) Employer shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by Paid vacation during the Board and participation in all other Employer-wide employee benefits as available from time to time. Without limitation first year of the foregoing, Term in accordance with the Company’s policy for the Executive in effect immediately prior to the extent Employer affords a car allowance to its executive officers or executive officers date hereof. The Executive is responsible for allocating vacation time out of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks the Executive’s own time during the second year of the Term and will receive no paid vacation per time during such year. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, and not less favorable than the benefits provided to other Company executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer Four (4) weeks paid vacation for each year during the period of employment or such greater amount as may be afforded officers and key employees generally under the Company's policies in effect from time to time (prorated for any year in which Employee is employed for less than the full year). (iv) An automobile allowance in the amount of $1,000 per month. (v) The Company shall reimburse Employee up to $300 per month for club dues actually incurred by Employee, provided that such club is used at least 50% of the time for business purposes. (vi) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of , which will include participation in the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowanceCompany's Incentive Compensation Plan. (ivvii) Four (4) weeks paid vacation per yearThe Company shall provide Employee with reasonable assistance in personal tax planning from the Company's auditors. (vviii) In consideration Participation in the Company's 401(k) Plan and Non-Qualified Plan. (ix) The Company shall, under Employee's direction, establish a Supplemental Retirement Plan/Survivor Protection Plan to be placed inside the Company's Non-Qualified Plan and provide Employee with such benefit. (x) The Company shall reimburse Employee up to $17,000 per year for 50,000 shares of Restricted Stock granted expenditures on health costs, insurance, financial planning or tax planning benefits (or similar benefits, or such other benefits at the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) discretion of the First AmendmentCompany) or club dues, all as selected by Employee.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time. The benefits provided to Employee under this clause (i) shall be at least equal to such benefits provided to executives or employees in similar positions at the Company. As of the date of this agreement , the Company has no health or death benefits. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's ’s services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employer's the Company’s expense reporting policy. All travel must be approved by the Company’s Board or their designated representative. (iii) Employer The Company shall provide Employee with other executive perquisites (including, but not limited to, participation in the Company’s Long-Term Incentive Plan) as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowanceentitled to 3 weeks of vacation per year in addition to all Federal and religious holidays. (iv) Four (4) weeks paid vacation per yearThe Company will rent an apartment in Tampa/ St. Petersburg, FL., If the Board deems it necessary, at the Company’s’ expense. A Rental car will be allowed at Company’s expense. (v) In consideration for 50,000 Stock Grant: The Company will grant you 300,000 common shares of Restricted Stock granted prior to reverse merger. These shares will be restricted and carry the standard restricted legend. The shares will be registered when the company files a SB2 with the SEC. You will be given 150,000 shares immediately and 150,000 shares will be held in escrow along with a signed stock power and released to you on the date day of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of your first anniversary with the First Amendmentcompany.

Executive Perquisites, Benefits and Other Compensation. Employee Executive, during the Term or until earlier termination of this Agreement, shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment Coverage, subject to contributions required of all premiums executives of the Company generally, for coverage for Employee Executive and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to timetime for the benefit of its executives; provided, however, that the Company shall not modify the plans in effect on the date hereof in a manner that would decrease the benefits afforded thereby to the Executive in any material respect unless the Executive consents to such changes. (ii) Reimbursement In addition to the expenses to be paid under Section 1(c) above, reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee Executive in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee Executive upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. Because reimbursement shall only be made for expenses related to the Executive's performance of duties hereunder upon proof that such expenses were so incurred, it is not anticipated that any tax liability will arise for such payments. However, if any tax is imposed on Executive for such reimbursed amounts, the amount will be "grossed-up" to result in the after-tax equivalent. (iii) Employer The Company shall reimburse premium payments for certain life and disability coverage obtained by the Executive. Specifically, Executive shall be reimbursed for an amount up to $1,200 per year for $250,000 of term life insurance. Additionally, Executive shall be reimbursed for up to $4,000 per year for premiums paid to acquire disability coverage of 80% of employee's prior year earned income. Executive represents and warrants that the premiums described for those policies previously obtained by the Executive and affording Executive with such coverages, are reasonably related to the market rates for such coverage with comparable insurance carriers. The Company reserves the right to provide similar coverage with comparable carriers in lieu of providing reimbursement of such premiums, however, the Company has no foreseeable intention of doing so. (iv) Upon execution and delivery of this Agreement, the Company agrees to pay a $5,000 bonus to cover certain expenses associated with establishing an effective means of communication between Executive's office in Salt Lake City and Largo, Florida, as well as legal costs and other miscellaneous expenses associated with entering into this Agreement. Other bonuses shall only be paid at the discretion of the Board of Directors. From time to time, the Board of Directors may, but is not required to establish certain performance criteria for purposes of determining whether and the amount of any bonus payable to Executive. (v) Following the expiration of six months from the Effective Date, the Board of Directors shall consider whether to expand the size of the Board to create a vacancy for nominating Executive to the Board of Directors. Other opportunities to consider the Executive for a position on the Board of Directors may, but are not required to be considered by the Directors and Executive agrees to serve as a Director during the term of this Agreement if nominated and elected. (vi) Notwithstanding the foregoing regarding reimbursement of expenses, the Company shall also pay a non-accountable expense reimbursement of $150 per month to pay office expenses of the Executive incurred to maintain an office in Salt Lake City, Utah. (vii) Executive shall receive stock options to acquire shares of common stock of the Company on the terms set forth in the form of Stock Option Agreement approved by the Board of Directors of the Company. The number of shares underlying options to be received by the Executive shall entitle the Executive to acquire five percent of the common stock of the Company (a) issued and outstanding as of the date hereof, (b) fully diluted for any options or warrants exercisable for common stock granted by the Company that are currently outstanding or are granted by the Company on or before December 31, 1999, and (c) fully diluted for any common stock conversion rights of Eaglestone Capital or any of its affiliates under any currently existing debt or convertible equity instrument (including the Series A Preferred Stock which is currently issued and outstanding) and, fully diluted for the conversion rights attributable to any debt funded by Eaglestone Capital or any of its affiliates prior to December 31, 1999. The options shall not have any other dilution protection, but shall be subject to the customary adjustment mechanisms for recapitalizations and like transactions to be described in detail in the Stock Option Agreement. The stock options shall have an exercise price equal to $0.56 per share, which price is acknowledged to represent the reasonable market value on the Effective Date approximately based on the over the counter market for the Company's common stock. The stock options shall vest over a four year period, twenty percent vesting upon the Effective Date and twenty percent on each anniversary thereof, provided this Employment Agreement is not previously terminated or the Executive otherwise terminates his employment relationship with the Company. All of the options shall immediately vest in the event there is any "Change of Control" of the Company as defined in Section 11 below. (viii) Executive shall be entitled to three weeks paid vacation during each 12 month period throughout the Term and each renewal term. Vacation shall not accrue if unused nor shall any payment be made for any vacation that is not used. (ix) The Company shall provide Employee Executive with such other executive perquisites as may be available to or deemed appropriate for Employee Executive by the Board Board, and participation Executive shall be entitled to participate in all other EmployerCompany-wide employee benefits as are available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums When eligible under non-discriminatory standards, Employee shall be entitled to participate in any employee benefit plan maintained by the Company for coverage for Employee its full time employees, and Employee's dependent family members under health, hospitalization, disability, dental, life and such benefits shall be not less favorable than the benefits provided to other insurance plans that Employer may have in effect from time to timeCompany executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer Four weeks paid vacation for each year during the period of employment or such greater amount as may be afforded officers and key employees generally under the Company's policies in effect from time to time (pro rated for any year in which Employee is employed for less than the full year). (iv) An automobile allowance in the amount of $300 per month. (v) The Company shall reimburse Employee up to $150 per month for club dues actually incurred by Employee, provided that such club is used at least fifty (50%) percent of the time for business purposes and such usage is subject to audit by the Company. (vi) The Company shall provide Employee with other executive perquisites as may be maybe available to or deemed appropriate for Employee by the Board and participation in all other Employercompany-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, . (vii) Employee shall be afforded a similar car allowance. granted options (ivthe "Options") Four (4) weeks paid vacation to acquire 30,000 shares of Common Stock at $16.00 or price upon execution of agreement, whichever is lower. The Options shall be exercisable as follows: 5 years @ 20% per year. All terms and conditions shall be subject to the Company's 1996 Stock Option Plan. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee Executive shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) : INSURANCE COVERAGE . Payment of all premiums for coverage for Employee Executive and Employee's his dependent family members under all health, hospitalization, disability, dental, life life, and other insurance plans that Employer the Company may have in effect from time to time. (ii) Reimbursement , with the benefits provided to Executive to be on terms no less favorable than the benefits provided to other Company executive officers. REIMBURSEMENT FOR EXPENSES . The Company shall provide reimbursement to Executive for all business travel and other out-of-pocket expenses reasonably incurred by Employee Executive in the performance of Employee's his services pursuant to under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee Executive upon submission of any request for reimbursement, reimbursement and shall be in a format and manner consistent with Employer's the Company’s expense reporting policy. (iii) Employer . Such expenses shall provide Employee with be submitted to the Company’s Chief Financial Officer for approval or to such other executive perquisites officer of the Company as may be available to or deemed appropriate for Employee by the Board and participation in all other Employer-wide employee benefits as available may from time to timetime direct. Without limitation Except as expressly provided otherwise herein, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the foregoingCompany shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent Employer affords that the right to reimbursement does not provide for a car allowance to its executive officers or executive officers “deferral of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 shares compensation” within the meaning of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) 409A of the First AmendmentInternal Revenue Code of 1986, as amended (the “Section 409A”).

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, and not less favorable than the benefits provided to other Company executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employer's the Company’s expense reporting policy. (iii) Employer Four (4) weeks paid vacation for each year during the period of employment or such greater amount as may be afforded officers and key employees generally under the Company’s policies in effect from time to time (prorated for any year in which Employee is employed for less than the full year). (iv) An automobile allowance in the amount of $1,000 per month. (v) The Company shall reimburse Employee up to $300 per month for club dues actually incurred by Employee, provided that such club is used at least 50% of the time for business purposes. (vi) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of , which will include participation in the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowanceCompany’s Incentive Compensation Plan. (ivvii) Four (4) weeks paid vacation per yearThe Company shall reimburse Employee for his reasonable after-tax expenses in connection with personal tax compliance and planning by a firm, which shall not be the Company’s audit firm. (vviii) In consideration Participation in the Company’s 401(k) Plan and Non-Qualified Plan. (ix) The Company shall, under Employee’s direction, establish a Supplemental Retirement Plan/Survivor Protection Plan to be placed inside the Company’s Non-Qualified Plan and provide Employee with such benefit. (x) The Company shall reimburse Employee up to $7,508 per year (on an after-tax basis) for 50,000 shares of Restricted Stock granted expenditures on health costs, insurance, financial planning or tax compliance and planning benefits (or similar benefits, or such other benefits at the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) discretion of the First AmendmentCompany) or club dues, all as selected by Employee.

Executive Perquisites, Benefits and Other Compensation. Employee During the Employment Term (as defined in Section 4 below), Executive shall be entitled to receive additional benefits and compensation from Employer First Charter in such form and to such extent as specified below: (i) Payment of all or a portion of premiums for coverage for Employee Executive and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer First Charter may have in effect as such plans may be modified, amended and terminated from time to timetime in the absolute and sole discretion of First Charter; provided that Executive is otherwise eligible to participate in such plans and desires to be covered. Benefits provided to Executive under this Section 3.c.(i) will require Executive to pay the same proportion of premiums for, and shall provide benefits at least equal to, the benefits then provided to First Charter's other executive employees. Moreover, nothing contained in this Agreement shall be construed to obligate First Charter in any manner to put into effect any plans not presently in existence or to provide special benefits to Executive. (ii) Reimbursement for all business travel and other out-of-pocket out‑of‑pocket expenses reasonably incurred by Employee Executive in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee Executive upon submission of any request for reimbursement, and in a format and manner consistent with EmployerFirst Charter's expense reporting policy. (iii) Employer Payment of Executive's membership charges and regular dues for membership in the customary local, state and national professional organizations to which a public financial institution Executive Vice President, Chief Financial Officer regularly belongs. During the Employment Term, First Charter shall further pay Executive's membership charges (initiation fees and regular dues and services charges) for membership in local civic organizations/clubs subject to advance approval of the President, excluding non-business related dining charges, donations and other extra expenses related to such memberships. Executive shall provide Employee annually to the President a list of the memberships maintained and the cost for each. Moreover, despite the limitations contained in this Section 3.c.(iii), upon approval of the President, which approval will not unreasonably be withheld, First Charter shall reimburse Executive for reasonable dining, event and other expenses incurred by Executive on behalf of First Charter when acting in his official capacity as a member of either professional or civic organizations in accordance with First Charter's standard policies, procedures and regulations concerning the same. Moreover, in addition to the civic organization/clubs referenced above, during the Employment Term, First Charter further agrees to provide Executive a membership in a local country club approved by the President, subject to the club's acceptance, and to pay his initiation fees, non- personal use related assessments, monthly dues and regular service charges in such club, excluding non-business related dining charges, donations and other executive extra expenses related to such membership. (iv) Other employee perquisites as may be available to or deemed appropriate for Employee Executive by the Board and participation in all other Employer-wide company‑wide employee benefits benefits, including but not limited to, any qualified and/or nonqualified retirements plans sponsored by First Charter, as available such plans may be modified, amended and terminated from time to timetime in the absolute and sole discretion of First Charter. Without limitation Such current additional perquisites are listed on Schedule A, which is attached hereto and incorporated herein, as they may be modified, amended or terminated from time to time in the discretion of the foregoingBoard. In addition, Schedule B, which is attached hereto and incorporated herein, lists those other supplemental benefits in which Executive is currently or later will be entitled to participate per such applicable plan terms, as they may be modified, amended or terminated from time to time in the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) discretion of the First AmendmentBoard.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Subsidiary in such form and to such extent as specified below: (i) Payment of all premiums Participation for Employee in coverage for Employee and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Subsidiary or Cotelligent may have in effect from time to time, benefits provided to Employee under this clause (i) to be at least equal to such benefits provided to Cotelligent executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Subsidiary's expense reporting policy. (iii) Employer Four (4) weeks paid vacation for each year during the period of employment ending on the anniversary of the date on which the period of employment commenced (pro rated for any year in which Employee is employed for less than the full year). (iv) The Subsidiary shall reimburse Employee $500.00 per month for expenses incurred in connection with the leasing or acquisition of an automobile. (v) The Subsidiary shall provide Employee with other executive perquisites consistent with those provided to other senior executives of subsidiaries of Cotelligent as may be available to or deemed appropriate for Employee by the Board of Directors of Cotelligent and participation in all other EmployerSubsidiary-wide or Cotelligent-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time, and not less favorable than the benefits provided to other Company executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employer's the Company’s expense reporting policy. (iii) Employer Four (4) weeks paid vacation for each year during the period of employment or such greater amount as may be afforded officers and key employees generally under the Company’s policies in effect from time to time (prorated for any year in which Employee is employed for less than the full year). (iv) An automobile allowance in the amount of $1,000 per month. (v) The Company shall reimburse Employee up to $300 per month for club dues actually incurred by Employee, provided that such club is used at least 50% of the time for business purposes. (vi) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of , which will include participation in the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowanceCompany’s Incentive Compensation Plan. (ivvii) Four (4) weeks paid vacation per yearThe Company shall reimburse Employee for his reasonable after-tax expenses in connection with personal tax compliance and planning by a firm, which shall not be the Company’s audit firm. (vviii) In consideration Participation in the Company’s 401(k) Plan and Non-Qualified Plan. (ix) The Company shall, under Employee’s direction, establish a Supplemental Retirement Plan/Survivor Protection Plan to be placed inside the Company’s Non-Qualified Plan and provide Employee with such benefit. (x) The Company shall reimburse Employee up to $17,550 per year (on an after-tax basis) for 50,000 shares of Restricted Stock granted expenditures on health costs, insurance, financial planning or tax compliance and planning benefits (or similar benefits, or such other benefits at the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) discretion of the First AmendmentCompany) or club dues, all as selected by Employee.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members his spouse and children under health, hospitalization, disability, dental, life and other insurance employee benefit plans that Employer the Company may have in effect from time to time, with benefits provided to Employee under this clause (i) to be not less favorable than the benefits provided to other Company executives including the Chief Executive Officer. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employerthe Company's expense reporting policy. (iii) Employer Two (2) weeks paid vacation for each year during the period of employment (pro rated for any year in which Employee is employed for less than the full year) until October 31, 1999 and three (3) weeks paid vacation for each year during the period of employment (pro rated for any year in which Employee is employed for less than the full year) after November 1, 1999. Earned and unused paid vacation for each year shall not carry forward to subsequent years. (iv) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowance. (iv) Four (4) weeks paid vacation per year. (v) In consideration for 50,000 The Company shall grant the Employee options (the "Options") to acquire one hundred fifty thousand (150,000) shares of Restricted the Common Stock granted of the Company at the price of Four and 375/1000s Dollars ($4.375) per share (the "Option Price"). The Options shall become exercisable as to twenty percent (20%) of the underlying shares of Common Stock on May 1, 1997 and as to the remainder, twenty percent (20%) of the underlying shares of Common Stock on each of the first four anniversaries of May 1, 1997 (May 1, 1998, May 1, 1999, May 1, 2000, May 1, 2001). The Options shall expire on the tenth anniversary of the date of execution grant. (vi) The Company shall pay Employee's (A) direct and out-of-pocket relocation expenses to the Minneapolis/St. Xxxx, Minnesota metropolitan area; (B) travel expenses for up to three (3) round-trips between Employee's current residence and Minneapolis, Minnesota; and (C) rent for temporary lodging not to exceed Two Thousand Five Hundred Dollars ($2,500) per month for a period not to exceed one (1) year. Direct and out-of-pocket relocation expenses include packing, moving and unpacking of household goods, furniture and automobiles but do not include temporary lodging or living costs, duplicate home carrying costs, residential purchase closing costs or travel costs except as set forth in clauses (B) and (C) of this Agreement subsection 2(c)(vi). The foregoing shall be paid or reimbursed by the Company if, when and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendmentas incurred.

Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from Employer the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Employee and Employee's dependent family members under health, hospitalization, disability, dental, life and other insurance plans that Employer the Company may have in effect from time to time. The benefits provided to Employee under this clause (i) shall be at least equal to such benefits provided to executives or employees in similar positions at the Company. As of the date of this agreement, the Company has no health or death benefits. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of Employee's ’s services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with Employer's the Company’s expense reporting policy. (iii) Employer The Company shall provide Employee with other executive perquisites (including, but not limited to, participation in the Company’s Long-Term Incentive Plan) as may be available to or deemed appropriate for Employee by the Board and participation in all other EmployerCompany-wide employee benefits as available from time to time. Without limitation of the foregoing, to the extent Employer affords a car allowance to its executive officers or executive officers of its subsidiaries, Employee shall be afforded a similar car allowanceentitled to 3 weeks of vacation per year in addition to all Federal and religious holidays. (iv) Four (4) weeks paid vacation per yearThe Company will provide the Employee with a car, at the Company’s expense. (v) In consideration for 50,000 shares of Restricted Stock granted on the date of execution of this Agreement and vesting on February 28, 2004, Employee waives and releases all rights he may have under Section 13(f)(iii) of the First Amendment.