Common use of Salary and Benefits Clause in Contracts

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.

Salary and Benefits. During the term of this Agreement: (a) During the period from the date The Company shall pay to Executive a base salary at an annual rate of delivery of a Termination Notice (the “Notice Date”) until the earlier of not less than (i) Two Hundred Five Thousand Dollars ($205,000) per annum for the date initial twelve (12) months after the Notice Date, or month period of this Agreement; (ii) Two Hundred Thirty Thousand Dollars ($230,000) per annum for the date second twelve (12) month period of this Agreement; and (iii) Two Hundred Fifty Five Thousand Dollars ($255,000) per annum for the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event optional third twelve (the “Severance Period”), and so long as the Executive is in compliance with the terms 12) month period of this Agreement in the event the parties jointly exercise that contractual option. The foregoing amounts are hereafter collectively referred to as the “Base Salary” and shall be paid in approximately equal monthly installments at intervals based on any material provision reasonable Company policy which is consistently applied to all other executives of any other written agreement with the Company. Any increase in the Base Salary above the aforementioned amounts, once granted by the Company shall (A) pay to the Executive, per normal payroll practice, a salary (shall automatically amend this Agreement to provide that thereafter Executive’s Base Salary shall not be less than the “Severance Period Salary”) at a rate equal, on an annualized basis, annual amount to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)Base Salary has been increased. (b) In During the event that term hereof, Executive shall be eligible to participate in all health, retirement, Company-paid insurance, sick leave, vacation, disability, expense reimbursement and other benefit programs which the Company or its subsidiaries makes available to any of its senior executives. (c) Executive may be awarded an annual bonus (in cash or stock of the Company) in the sole discretion of the Board of Directors. Executive also shall be eligible to participate in any Company incentive stock, option or bonus plan offered by the Company to its senior executives, subject to the terms thereof and at the sole discretion of the Board of Directors. (d) The Company will provide Executive with (i) there is a Change home office/automobile expense allowance of $500.00 per month to cover such expenses incurred in Control (as defined below) the pursuit of the Company and business and; (ii) within twelve (12) months thereafter, a Change phone allowance of $100.00 per month to cover such expenses incurred in Status (as defined below) the pursuit of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) abovebusiness.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice DateUpon hire, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, receive a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest gross annual salary (excluding any bonuses“Base Pay”) of $300,000 USD. The said Base Pay is to be paid at such times and in effect such fashion as is in keeping with respect the ordinary practices and policies of the Employer, as amended from time to time. The Executive’s Base Pay shall be subject to review from time to time, and the Employer may but is not required to adjust the Base Pay as the Employer in its discretion may determine. (b) The Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation shall be eligible to participate in the CompanyEmployer’s 401(kAnnual Incentive Plan (AIP) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions Executive’s target incentive under this program will be $200,000 USD; provided that the target incentive for the fiscal year in which the Company makes such benefits available to employees generally, all subject to Effective Date falls will be prorated based on the actual service in that fiscal year. The terms and conditions of the respective plans and applicable law AIP shall be governed by a separate written document (collectively, the “Severance Period BenefitsAnnual Incentive Plan”), as may be amended from time to time by the Employer, and the Executive agrees to adhere to such Annual Incentive Plan. (bc) In The Executive shall be eligible to participate in the event that Employer’s Equity Incentive program which allows employees to share in the long term value created in the company. At the next regularly scheduled Compensation Committee meeting and/or Board Meeting following the execution of this agreement, your recommended stock option grant of 314,618 options will be presented for approval. Details of this grant will be provided to you upon approval. These options are governed by the Corel Corporation Equity Incentive Plan (i) there is ‘the Plan’), as it may be amended from time to time. If a Change in Control Significant Event occurs (as defined below) in the Plan), then the Executive will vest his options on a pro-rata basis based on his then current vesting schedule without being subject to any “cliff” period as defined in the Annual Incentive Plan,. Additionally, 50% of the Company and Executive’s unvested options will also vest on completion of that Significant Event (ii) within twelve (12) the “Accelerated Options”). However, if the Executive voluntarily terminates his employment with the Employer before 6 months thereafter, a Change in Status (as defined below) have elapsed from completion of the Executive occursSignificant Event, and so long as then the Executive is in compliance with will be required to deliver for cancellation any common shares issuable on exercise of the terms of this Agreement and any material provision of any other written agreement with the CompanyAccelerated Options, the Company shall or pay the Severance Period Salary and provide the Severance Period Benefits to the Employer the net cash proceeds received by the Executive during in respect of the period from Accelerated Options, or shares issuable upon exercise of those options. Except as set out above, these options are governed by the Plan. You acknowledge that for the purpose of the Plan the effective date of any termination of your employment shall not be affected by the Change subsequent decision of any court or other body that the termination was improper, unlawful, unfair, without sufficient notice or otherwise deficient in Status until any respect. CA Employment Agreement — Xxx Xxxxxxxx (d) The Executive shall be entitled to participate in such additional benefit programs as are enjoyed from time to time generally by similarly situated employees in accordance with the earlier established practices and policies of (i) the date twelve (12) months after such date Employer as the Employer may in its absolute discretion create or (ii) the date amend from time to time. In this regard, the Executive commences employment with another company or organizationacknowledges having received a description of the benefit programs in force as of the effective date of this Agreement. The Executive acknowledges that except as otherwise set out in this Agreement, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and there are no further benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.

Salary and Benefits. 8.1 The Company will pay the Executive a Salary (Salary) of £412,000 per annum. Salary (less tax and statutory deductions and any other agreed deductions) will be paid, monthly in arrears by bank credit transfer on or about the last working day of each month (or otherwise as arranged according to business needs from time to time) and will accrue from day to day. The Salary shall not be decreased save with the agreement of the Executive. The Salary shall be reviewed by the Remuneration Committee on an annual basis not later than the service anniversary date and any change in salary shall take effect as from that date or earlier (as determined by the Remuneration Committee). 8.2 The Salary referred to in clause 8.1 includes Director’s fees from the Group Companies. To achieve this: (a) During the period from Executive will repay any fees he receives to the date Company; or (b) his Salary will be reduced by the amount of delivery those fees; or (c) a combination of the methods set out in clauses (a) and (b) will be applied. 8.3 At the absolute discretion of the Board, the Executive may be entitled to a performance related cash bonus. Payment of the cash bonus shall relate to the performance of the Company and/or the Executive against targets set by the Remuneration Committee in advance. The Executive’s bonus in 2011 shall be 70% of the Executive’s Salary for on target performance. Receipt of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date bonus in one year will not entitle the Executive commences employment with another company or organization, it being agreed that the to a bonus in any other year. 8.4 The Executive shall immediately notify may be eligible to participate in such benefit and incentive arrangements (including any long term incentive plans) as are put in place by the Company of such event (for the “Severance Period”), and so long as the Executive is in compliance with senior executive team from time to time. 8.5 The Remuneration Committee may amend the terms of this Agreement and any material provision bonus or incentive arrangement at any time in its absolute discretion provided that, once the terms of any such arrangement have been formally approved by the Remuneration Committee in respect of any given year and notified to participants in writing, no such discretion may be exercised other written agreement than in accordance with the Company, the Company rules of any such arrangement. 8.6 The Executive and his spouse shall (A) pay be admitted to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan private health insurance arrangements at the Company’s expense and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of those arrangements from time to time. The Executive may, at his own expense, choose to cover his children (if any) under the respective plans and applicable law (collectively, the “Severance Period Benefits”)scheme. 8.7 The Executive is eligible (bif he so decides) In to receive an annual medical health check at the event that (i) there is Company’s expense. 8.8 The Company shall arrange and pay the premiums of a Change life assurance scheme or policy which provides for payment of a sum equal to four times the Executive’s basic Salary in Control (accordance with clause 8.1 as defined below) at the date of his death. 8.9 The Executive shall be entitled to participate in a scheme of permanent health and disability insurance maintained by the Company. 8.10 The Company and (ii) within twelve (12) months thereafter, a Change the Executive will each pay contributions in Status (as defined below) respect of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with to a group personal pension scheme maintained by the Company, the . The Company shall pay the Severance Period Salary contribute 10% and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify contribute 5% of the Company of such eventExecutive’s basic Salary from time to time in accordance with clause 8.1. Such compensation payments will be made monthly in arrears and benefits, and those provided under Section 3, shall the contributions will accrue from day to day. 8.11 The Executive is entitled to 25 days’ paid holiday each calendar year (in addition to any public holidays in the United Kingdom) to be taken at times approved in lieu advance by the Board. Not more than 10 consecutive working days may be taken at any one time without the prior approval of any other compensation and benefits the Board. Up to five days’ holiday may be carried over from one holiday year to the Executive with respect to any continuing employment during next provided such period, and the Company shall have carried over holiday is taken by no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.later

Salary and Benefits. (a) During Employer will pay Employee for Employee's services during the period from term of employment hereunder an annual base rate of compensation (hereinafter called the date "Base Compensation") of delivery one hundred and fifty six thousand five hundred dollars ($156,500), which Base Compensation shall be payable at such intervals as the Employer pays its other senior executive employees, but in any event, not less frequently than monthly. Each fiscal year (commencing with fiscal year 2001), the Compensation Committee of a Termination Notice the Board (the “Notice Date”"Compensation Committee") until will set Employee's Base Compensation for that fiscal year, taking into account the earlier performance of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the CompanyEmployee, the Company total compensation paid to senior executive officers of similar companies of comparable size to that of Employer and such other factors deemed relevant by the Board, but in no event shall (A) pay to such Base Compensation for any annual period be less than the Executive, per normal payroll practice, a salary (Base Compensation set for the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)annual period. (b) In Employer may also pay Employee a bonus for each fiscal year during the event that (i) there is a Change in Control (as defined below) term hereof, which will be determined at the sole discretion of the Company and Board. (iic) within twelve (12) months thereafterEmployer agrees to reimburse Employee for all reasonable business expenses incurred by Employee in the performance of Employee's duties hereunder for Employer, a Change which expenses shall be substantiated in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance accordance with the terms procedures of this Agreement Employer. (d) Employer shall provide Employee, at Employer's expense, with health, accident, long-term disability, major medical and any material provision of any such other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits insurance coverages as are generally available to the Executive during the period from the effective date senior executive officers of the Change Employer. (e) During each fiscal year of Employer, Employee shall be entitled to (5) weeks of paid vacation. (f) Employee shall also be entitled to participate in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationall other insurance and retirement plans, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and retirement benefits, death benefits, salary continuation benefits, stock option plans and other fringe benefits and other plans generally available for the senior executive officers of Employer, but in no event shall such fringe benefits be less than the benefits provided to Employee for the immediately preceding annual period. (g) Employer shall, at Employer's expense, furnish such other executive prerequisites at least equal in value to those provided under Section 3, shall be in lieu of any other compensation and benefits furnished to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) abovesenior executive officers of Employer.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice DateEffective upon any Change in Control Termination, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify be entitled to the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall following: (A) pay A lump sum payment in an amount equal to the Executivethree (3) years base salary plus three (3) times his target bonus, per normal payroll practice, a such salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to be the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six six-month period immediately preceding the Termination Notice Executive’s termination and such target bonus to be the highest target bonus in effect with respect to the Executive for the year in which the Change in Control occurs, payable on the termination date; (B) provide For a period of three (3) years following the Executive with employee benefits, including health insurance, dental insurance, life insurance, termination date continued participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to health insurance program at the same terms share of cost between the Executive and conditions under which the Company makes such benefits available to employees generallyCompany, all subject to the terms and conditions of the respective plans such programs and applicable law (collectivelylaw; provided that, to the “Severance Period Benefits”). (b) In extent that the event that (i) there is a Change in Control (as defined below) health insurance program does not permit such continuation of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive Executive’s participation following his termination or such program is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Companyterminated, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive during becomes eligible to receive benefits under a plan provided by another employer, the period from Executive’s entitlement to participate in the effective date health insurance program or to receive such alternate payments shall cease as of the Change date the Executive is eligible to participate in Status until such other plan, and the earlier Executive shall notify the Company of his eligibility under such plan; (C) Provision of professional outplacement services extending to the later of (i) December 31 of the date twelve second calendar year following the year of termination or (12ii) eighteen (18) months after such date from the termination date; (D) All equity awards held by the Executive granted under any Stock Plan shall immediately vest; and (E) Any language referencing (i) the ability of the Board of Directors to prevent the acceleration of equity awards in the event of a Change in Control or (ii) the date ability of the Executive commences employment with another company Board of Directors to reduce the time periods to exercise stock options or organizationother rights under any Stock Plans and that may be contained in any agreements evidencing any such equity awards to the Executive, it being agreed that the Executive shall immediately notify the Company of is hereby and will be deemed amended to delete such eventreferences. Such compensation Payments and benefits, and those provided benefits under this Section 3, 3(a) shall be in lieu and without duplication of any other compensation and amounts or benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above2.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice DateEmployment Period, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a Employee’s base salary (the “Severance Period Base Salary”) at a rate equalshall be $325,000 per annum, on an annualized basis, to the highest annual which salary (excluding any bonuses) shall be payable in effect regular installments in accordance with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(kgeneral payroll practices. The Compensation Committee (the “Compensation Committee”) plan of Holdings’ Board of Directors (the “Board”) shall annually review Employee’s Base Salary and Employee Stock Purchase Plan and short-term and long-term disability coveragebonus relative to those paid to chief operating officers of other companies; provided, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectivelyhowever, the “Severance Period Benefits”)Compensation Committee shall not reduce the Base Salary or bonus. (b) Employee shall be eligible for a 2007 annual bonus of up to 50% of annual salary, prorated from the Effective Date based on Employee’s achieving performance criteria set by the Compensation Committee and payable when bonuses for fiscal 2007 are payable to Employer’s other executive officers. In each subsequent fiscal year during the event that Employment Period, Employee shall be eligible to receive a bonus of up to 50% of annual salary (ifirst year prorated) there is a Change in Control (as defined below) of based on Holdings’ achieving annual EBITDA target amounts and performance criteria established annually by the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with Compensation Committee. Promptly after the Company’s receipt of an annual audit generated by the Company’s accountants, but in no case later than 120 days after the Company’s fiscal year-end, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date notify Employee of the Change bonus earned in Status until the earlier preceding fiscal year. Employee must be employed with the Company or its subsidiaries as of the end of each fiscal year to be eligible for the bonus. For purposes of this Section 1.3(b), for any year, “EBITDA” shall be calculated as defined in the Company’s Senior Secured Convertible Notes issued on March 31, 2006, (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationplus, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive extent not already added back, all transaction costs associated with the Company’s 2006 recapitalization that were paid in such year, (iii) plus or minus any revenues or expenses recorded with respect to the warrants issued on March 31, 2006, (iv) plus or minus any continuing employment during such period, and the Company shall have no obligation to make any payments revenues or provide any benefits expenses that are unrelated to the Executive under Section 2(aCompany’s operations prior to the Effective Date and (v) aboveminus the bonus to be paid in such year.

Salary and Benefits. (a) During Employer will pay Employee for Employee's services during the period from term of employment hereunder an annual base rate of compensation (hereinafter called the date "Base Compensation") of delivery ___________ dollars ($ ), which Base Compensation shall be payable at such intervals as the Employer pays its other senior executive employees, but in any event, not less frequently than monthly. Each fiscal year (commencing with fiscal year 2001), the Compensation Committee of a Termination Notice the Board (the “Notice Date”"Compensation Committee") until will set Employee's Base Compensation for that fiscal year, taking into account the earlier performance of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the CompanyEmployee, the Company total compensation paid to senior executive officers of similar companies of comparable size to that of Employer and such other factors deemed relevant by the Board, but in no event shall (A) pay to such Base Compensation for any annual period be less than the Executive, per normal payroll practice, a salary (Base Compensation set for the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)annual period. (b) In Employer may also pay Employee a bonus for each fiscal year during the event that (i) there is a Change in Control (as defined below) term hereof, which will be determined at the sole discretion of the Company and Board. (iic) within twelve (12) months thereafterEmployer agrees to reimburse Employee for all reasonable business expenses incurred by Employee in the performance of Employee's duties hereunder for Employer, a Change which expenses shall be substantiated in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance accordance with the terms procedures of this Agreement Employer. (d) Employer shall provide Employee, at Employer's expense, with health, accident, long-term disability, major medical and any material provision of any such other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits insurance coverages as are generally available to the Executive during the period from the effective date senior executive officers of the Change Employer. (e) During each fiscal year of Employer, Employee shall be entitled to ( ) weeks of paid vacation. (f) Employee shall also be entitled to participate in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationall other insurance and retirement plans, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and retirement benefits, death benefits, salary continuation benefits, stock option plans and other fringe benefits and other plans generally available for the senior executive officers of Employer, but in no event shall such fringe benefits be less than the benefits provided to Employee for the immediately preceding annual period. (g) Employer shall, at Employer's expense, furnish such other executive prerequisites at least equal in value to those provided under Section 3, shall be in lieu of any other compensation and benefits furnished to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) abovesenior executive officers of Employer.

Salary and Benefits. Subject to, and except as otherwise provided in, Sections 4, 5 and 6 below: (a) During the period from term of this Agreement, the date Company shall pay (or cause to be paid to) the Executive a salary at a rate of delivery not less than $750,000 per year, which sum shall be payable in bi-weekly installments. The Executive shall be entitled to participate in the Company’s bonus program (as in effect or amended in the Company’s discretion) and the Company agrees to review the Executive’s salary no less frequently than annually. In the event of an increase in salary or the payment of a Termination Notice (bonus, the other terms and conditions of this Agreement shall remain in full force and effect. The annual rate of base salary in effect at any given time is sometimes referred to in this Agreement as “Notice Date”) until Base Salary.” The Executive shall be eligible for an annual cash incentive bonus, subject to such performance conditions as shall be approved by the earlier Compensation Committee of the Board, having a target value equal to not less than 150% of Base Salary, and payable not later than March 15th after the end of the applicable performance period; provided that the Executive’s annual cash incentive bonus for 2018 shall be prorated and shall be equal to (i) the date twelve (12) months after the Notice Date150% of Base Salary, or multiplied by (ii) the date number of days the Executive commences is employed during 2018 divided by 365, without any performance conditions, but subject to the Executive’s continued employment with another company or organizationthrough the date on which such 2018 bonus is paid. The Executive shall also be eligible for an annual equity incentive award, it being agreed that subject to the approval of the Compensation Committee of the Board, which (x) for 2018 shall have a grant date value equal to (I) 150% of Base Salary, multiplied by (II) the number of days the Executive is employed during 2018 divided by 365, and (y) for each of 2019 and 2020 shall have a target grant date value equal to not less than 150% of Base Salary, and subject in each case to such performance conditions, and such other terms and conditions set forth in the applicable award agreements, as are approved by the Compensation Committee of the Board. (b) During the term of this Agreement, the Executive shall immediately notify be entitled to (i) participate in such employee benefit plans and programs as are generally available to other senior executives of the Company who hold positions of such event (the “Severance Period”), and so long as similar responsibility to those of the Executive is (provided, however, that nothing in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to entitle the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation to participate in the Company’s 401(k) plan following the termination of his employment for any reason), (ii) reimbursement, in accordance with policies and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which procedures established by the Company makes from time to time, for all items of expense reasonably and necessarily incurred by the Executive on behalf of the Company, (iii) such benefits holidays as are generally available to employees generallyof the Company, all and (iv) annual vacation leave in accordance with Company policies applicable to senior executives of the Company, but no less than thirty (30) days (prorated, however, for 2018); in each case as such plans, programs, policies and procedures are in effect or amended in the Company’s discretion. (c) As soon as practicable after the date the Executive’s employment commences, the Executive shall receive a grant of restricted stock units having a grant date value equal to $1,000,000. One-third (1/3) of such restricted stock units shall vest on each anniversary of the date of grant, subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)Executive’s continued employment through such vesting date. (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice DateEmployment Period, or (ii) the date in consideration for the Executive commences employment with another company or organization, it being agreed that agreeing to devote his full business time and attention to the Executive shall immediately notify the Company affairs of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall will pay the Executive a base salary at the rate of $250,000 per annum or at such higher rate as the Board designates in its sole discretion from time to time (A) pay "BASE SALARY"), payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes. In addition to the ExecutiveBase Salary payable to Executive pursuant to this Section 2(b), per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, Executive will be entitled to the highest annual salary following benefits during the Employment Period: (excluding any bonusesi) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice will be entitled to participate in all medical and (B) provide the Executive with employee benefitshospitalization, including health insurance, dental insurance, group life insurance, participation and any and all other fringe benefit plans as are from time to time provided by the Company to its executives; (ii) the Executive will be entitled to a maximum of four weeks vacation each year with salary; PROVIDED, HOWEVER, that in no event may a vacation be taken at a time when to do so could, in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions reasonable judgment of the respective plans and applicable law (collectivelyChairman of the Board, adversely affect the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) business of the Company and its Subsidiaries; and (iiiii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurswill be entitled to reimbursement for reasonable business expenses (excluding commuting expenses) incurred by the Executive (subject to submission of appropriate substantiation by the Executive). The Executive's accrual of or participation in plans providing for benefits will cease on the Termination Date, and so long as the Executive is will be entitled to accrued benefits pursuant to such plans only as provided in compliance with the terms of this Agreement and any material provision of any other written agreement with the Companysuch plans or as required by law; PROVIDED, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationHOWEVER, it being agreed that the Executive shall immediately notify will receive, in addition to his severance pay pursuant to Section 2(d) below, the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu amount of any accrued benefits in respect of vacation, holiday, sick leave, or other compensation and benefits to leave unused as of the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) aboveTermination Date.

Salary and Benefits. During the Employment Period, the Company will pay the Executive a base salary at the rate set forth below (athe "BASE SALARY"), payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes: January 1, 1998 - December 31, 1998 $250,000 January 1, 1999 - December 31, 1999 275,000 The Executive's Base Salary for any partial year during the Employment Period will be prorated based upon the number of days elapsed in such year. In addition to the salary payable to Executive pursuant to this Section 2(b), the Executive will be entitled to the following benefits during the Employment Period: (i) The Executive will be entitled to participate in all medical and hospitalization plans, group life insurance plans, long-term disability insurance plans, deferred compensation plans, dental plans, and any and all other fringe benefit plans as are presently and hereafter provided by the Company to its executives. (ii) The Executive will be entitled to timely reimbursement for reasonable business expenses incurred by the Executive, upon submission of appropriate substantiation by the Executive. (iii) The Executive will be entitled to at least four weeks of vacation each year with salary in accordance with the Company's prevailing policy for its executives; PROVIDED, HOWEVER, that in no event may a vacation be taken at a time when to do so could, in the reasonable judgment of the Company's Chairman and CEO, adversely affect the business of the Company. (iv) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms term of this Agreement and any material provision of any other written agreement with the CompanyAgreement, the Company shall (A) pay continue to provide the Executive with the automobile presently provided to the Executive, per normal payroll practice, a salary together with insurance and operating expenses thereof. (the “Severance Period Salary”v) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide The Company shall furnish the Executive with employee benefitsan office, including health insurance, dental insurance, life insurance, participation in secretarial help and other facilities and services suitable to his position and adequate for the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions performance of the respective plans and applicable law (collectively, the “Severance Period Benefits”)his duties hereunder. (bvi) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the The Company shall pay the Severance Period Salary Executive an annual lump sum amount of 10% of his base salary, or $25,000 for 1998 and provide $27,500 for 1999, (subject to applicable withholding and other taxes), which amount shall be paid in equal quarterly installments, in advance, commencing on January 1, 1998 and continuing on the Severance Period Benefits to the Executive first day of each April, July and October thereafter during the period from Employment Period (the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above"SPECIAL BENEFIT PAYMENT").

Salary and Benefits. (a) During the period from Term, the date Bank shall pay Executive a salary of delivery of a Termination Notice Forty Thousand Dollars (the “Notice Date”$40,000) until the earlier of (i) the date twelve (12) months after the Notice Dateper month, less all amounts required by law to be withheld, deducted, or (ii) collected. Said salary will be paid in installments on regular payroll days applicable to other employees of the date Bank. This salary amount shall be due Executive in the event that Executive commences employment does not serve the entire Term, where such failure to serve the entire Term is due to the fact that a permanent Chief Financial Officer of the Bank other than Executive has been hired and has assumed office during the Term. If this Agreement is renewed for an additional 30 day period in accordance with another company or organizationSection 2, it being agreed that the Executive shall immediately notify be paid a salary of Forty Thousand ($40,000) for such period less all amounts required by law to be withheld, deducted, or collected, payable in installments on regular payroll days applicable to other employees of the Company Bank. In connection with any such renewal, the salary amount due for any such 30 day period shall be due Executive in the event that Executive does not serve the entire 30 day period where such failure to serve the Renewal Term is due to the fact that a new Chief Financial Officer of such event the Bank (other than Executive) has been hired and has assumed office during the “Severance Period”), and so long as Renewal Term. Executive shall be entitled to make contributions to the Executive is in compliance with Pentegra Defined Contribution Plan during the terms term of this Agreement and authorizes the Bank to deduct any material provision of any other written agreement with contributions to such Plan from the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the amount due Executive during the six month period immediately preceding term hereof; provided, however, that the Termination Notice and (B) provide the Bank shall not be required to make any contributions to such Plan on Executive’s behalf at any time as a result of providing such opportunity to Executive with employee benefitspursuant to this Agreement. In addition, including health insurance, dental insurance, life insurance, participation Executive may enroll in the CompanyBank’s 401(k) flexible spending reimbursement plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to in accordance with the terms and conditions of thereof during the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms term of this Agreement and authorizes the Bank to deduct any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits contributions to the Executive during the period such plan from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) abovesalary amount due Executive.

Salary and Benefits. (ai) During the period Employment Period, Executive's base salary shall be $180,000 per year (such annual salary, as it may be adjusted upward by the Board in its discretion, being referred to as the "Base Salary"). The Base Salary ----------- shall be payable in regular installments in accordance with the Company's general payroll practices, shall be subject to customary withholding and may be increased (but not decreased) at the discretion of the Board. (ii) In addition to the Base Salary, Executive will be eligible for and shall be eligible to receive an annual cash incentive bonus payment for each fiscal year of up to $75,000 (each, a "Performance Bonus"), commencing with the ----------------- fiscal year ending December 31, 1999 (prorated for such year based on the number of days elapsed in such year from the date hereof until December 31, 1999) in an amount to be determined by the Company's Board. Beginning with Empyrean Holdings' fiscal year ending December 31, 2000, the aggregate amount of delivery the Performance Bonus shall be in an amount, as determined by the Company's Board, not to exceed 120% of a Termination Notice Executive's then current Base Salary. (iii) The Company will reimburse Executive for all reasonable travel and other expenses incurred by Executive in connection with the “Notice Date”) until the earlier performance of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the his duties and obligations under this Agreement. Executive shall immediately notify comply with such reasonable limitations and reporting requirements with respect to expenses as may be established by the Company from time to time. (iv) In addition, Executive will be entitled to participate in all compensation or employee benefit plans or programs and receive all benefits and perquisites for which salaried employees of the Company generally are eligible under any plan or program now or established later by the Company on the same basis as similarly situated senior executives of the Companies. Executive will participate to the extent permissible under the terms and provisions of such event (plans or programs, in accordance with program provisions. Nothing in this Agreement will preclude the “Severance Period”)Company from amending or terminating any of the plans or programs applicable to salaried employees or senior executives as long as such amendment or termination is applicable to all salaried employees or senior executives, and as the case may be, so long as the Executive is in compliance such plans or programs are replaced with the terms of this Agreement and any material provision of any other written agreement with the Companyplans no less favorable, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverageaggregate, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)than existing plans. (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.

Salary and Benefits. (a) During As of February 1, 2021, the period from the date of delivery of a Termination Notice Executive’s salary shall be $350,000 per annum (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance PeriodSalary”), and so long as the Executive is which Salary shall be payable in compliance with the terms of this Agreement and any material provision of any other written agreement regular installments in accordance with the Company, ’s general payroll practices and subject to withholding and other payroll taxes. The Executive shall be eligible for merit increases during the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Employment Period Salary”) at a rate equaltypically provided to Chief Executive Officers and/or other senior executives of companies of similar, on an annualized basissize, to revenues and profits at the highest annual sole discretion of the Board and the Compensation Committee of the Board. In no event shall Executive's base salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all ever be subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)reduction unless Executive expressly agrees in writing to such reduction. (b) In addition, during the event that (i) there is a Change Employment Period, the Executive shall be entitled to participate in Control (as defined below) all employee benefit programs from time to time for which senior executive employees of the Company and (ii) within twelve (12) months thereafter, a Change its Affiliates are generally eligible. The Executive shall be eligible to participate in Status (as defined below) all insurance plans and receive all insurance benefits available generally from time to time to executives of the Executive occurs, Company and so long as its Affiliates. Company agrees that at all times during the Executive is in compliance with the terms term of this Agreement Company shall maintain Directors and Officers Liability Insurance (with a reasonable policy limit based upon typical policy limits for similarly situated companies). Company further agrees that it shall indemnify and defend Executive for any material provision actions taken by Executive in the course and scope of any other written agreement with Executive's employment. (c) In addition to the Salary as set forth above, Executive may be paid an annual bonus not to exceed one times the Executive’s Salary (i.e., up to $350,000), which bonus and its amount shall be solely at the discretion of the Board. Within 60 days of the filing of a Company 10-K or 10-Q in which the auditor’s “going concern” issue has been eliminated for the Company, the Board will negotiate in good faith with Executive to establish performance metrics on which all or portions of such Executive bonus as determined by the Board may be based going forward. (d) During the Employment Period, the Company shall pay reimburse the Severance Period Salary Executive for all reasonable expenses incurred by the Executive in the course of performing her duties under the Agreement which are consistent with the Company’s and its Affiliates’ policies in effect from time to time with respect to travel, entertainment and other business expenses, subject in all instances to the Company’s requirements with respect to reporting and documentation of such expenses and excluding the Executive’s ordinary commuting expenses. (e) The Company has adopted a policy of unlimited PTO for its employees. During the Employment Period, the Executive is encouraged to take PTO to provide a respite from the demands of her employment and to provide the Severance Period Benefits opportunity for recovery and restoration in periods of no more than two consecutive weeks at any time, and within timeframes that will not interfere with Executive’s duties and responsibilities to Company. (f) The Executive shall be issued an option under the Company’s 2020 Plan for twenty seven million (27,000,000) shares of the Company’s issued and outstanding Common Stock (“the Option”) with an exercise price equal to the Executive during fair market value of the Company’s common stock as reported on the OTC Markets on the date of the grant, which date shall be determined in the sole discretion of the Board. 10% of the option shall vest immediately upon grant, and the remaining 90% shall vest over the three years beginning March 1, 2021 with a one year cliff. For clarity, 10% shall vest immediately, 30% shall vest on March 1, 2022, and the remaining 60% shall vest ratably at the end of each month over the period from March 1, 2022 thru February 29, 2024. The options shall be governed by an option agreement which shall define the effective date option term as 7 years from initial vesting date, shall allow for net exercise of any vested options at the discretion of the Change Executive, and shall provide for a post termination exercise (PTE) period of 2 years. The option as described above shall be granted conditioned on the surrender of any and all previously agreed to option or RSU grants to the Executive. (g) In the event there is a change of control, as defined below, of the Company, then either (1) this Agreement shall continue in Status until the earlier of (i) the date twelve (12) months after such date full force and effect with appropriate assignment, or (ii2) the date the Executive commences employment with another company may in her discretion choose to accept a new agreement which shall replace this Agreement, or organization(3) absent such continuation of this Agreement or negotiation of a new agreement acceptable to Executive, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company she shall have no obligation the right to make any payments or provide any benefits to the Executive under Section 2(a) aboveresign with Good Reason as further detailed below.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve eighteen (1218) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to one and one third (1 1/3) times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six six-month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occursoccurs prior to the Notice Date, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve eighteen (1218) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.

Salary and Benefits. (a) During the period from Employment Period, the date of delivery of a Termination Notice Executive’s salary shall be $330,000 per annum (the “Notice DateSalary”), which Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and subject to withholding and other payroll taxes. The Executive shall be eligible for merit increases during the Employment Period at a rate typically provided to Chief Executive Officers and/or other senior executives of companies of similar, size, revenues and profits at the sole discretion of the Board and compensation committee of Board. In no event shall Executive's base salary ever be subject to reduction unless Executive expressly agrees in writing to such reduction. In the event Executive agrees to a reduction in salary, then unless otherwise expressly agreed by Executive in writing, such reduction shall be deemed to constitute a deferral of salary and Executive shall have the right to require the Company to pay Executive a lump sum payment in the amount of the deferred salary within ninety (90) until days of Executive requesting such payment. In addition, during the earlier of (i) the date twelve (12) months after the Notice DateEmployment Period, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify be entitled to participate in all employee benefit programs from time to time for which senior executive employees of the Company and its Affiliates are generally eligible. The Executive shall be eligible to participate in all insurance plans available generally from time to time to executives of such event (the “Severance Period”)Company and its Affiliates. For the avoidance of doubt, and so long as the Executive is in compliance shall be entitled to receive insurance benefits consistent with past practice at no additional cost, charge or offset to Executive. Company agrees that at all times during the terms term of this Agreement and any material provision of any other written agreement with the Company, the Company shall maintain Directors and Officers Liability Insurance (A) pay to the Executive, per normal payroll practice, with a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding reasonable policy limit based upon typical policy limits for similarly situated companies). Company further agrees that it shall indemnify Executive for any bonuses) in effect with respect to the actions taken by Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan course and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions scope of the respective plans and applicable law (collectively, the “Severance Period Benefits”)Executive's employment. (b) In addition to the event that Salary as set forth above, Executive will also be paid an annual bonus up to one times the Executive’s Salary ($330,000), conditioned upon (i) there is a Change in Control (as defined below) of the Company and establishing a major partnership that generates $1.5 million in revenue during the calendar year 2020; (ii) within twelve the Company achieves positive cash flow by December 31, 2020; and (12iii) months thereafterthe Company’s operating loss is reduced by a minimum of 50% by December 31, a Change 2020; and (iv) total sales exceed $10.0 million in Status (as defined below) 2020, with each objective equal to 25% of the Executive occurs, and so long as total bonus objective. Any such bonus will be payable no later than five (day) business days following the Executive is in compliance with the terms filing of this Agreement and any material provision of any other written agreement with the Company’s Annual Report on Form 10-K, which Annual Report discloses the Company’s results from operations and financial condition for the year in which the performance-based objectives are achieved. In the event each of the foregoing bonus objectives are achieved, Executive shall be granted an option under the Company’s pending 2020 Omnibus Stock Incentive Plan (“2020 Plan”) to purchase 500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a purchase price equal to the closing price of the Company’s Common Stock as reported on the OTC Markets on the date of issuance. (c) During the Employment Period, the Company shall pay reimburse the Severance Period Salary Executive for all reasonable expenses incurred by the Executive in the course of performing her duties under the Agreement which are consistent with the Company’s and provide the Severance Period Benefits its Affiliates’ policies in effect from time to time with respect to travel, entertainment and other business expenses, automobile fuel expense, subject in all instances to the Executive during Company’s requirements with respect to reporting and documentation of such expenses. (d) During the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationEmployment Period, it being agreed that the Executive shall immediately notify be entitled to four (4) weeks (for clarity, which is the Company equivalent of such event. Such compensation and benefitstwenty (20) business days) of paid vacation leave which shall include leave for vacation, and those provided under Section 3accruing pro-rata during each 12-month period worked, commencing on the date hereof. (e) The Executive shall be entitled to option grants to purchase shares of Common Stock of the Company, which shall be determined in lieu good faith by the compensation committee of any other compensation and benefits the Board in its sole discretion consistent with the Company’s 2020 Plan. The initial option grant to employee will be 1,750,000 shares of Common Stock at a price equal to the Executive with respect to any continuing employment during such periodclosing price as reported on the OTC Markets on the day of execution of this Agreement, and the Company which option grant shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above.vest in twelve

Salary and Benefits. Subject to, and except as otherwise provided in, Sections 4, 5 and 6 below: (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms term of this Agreement and any material provision of any other written agreement with the CompanyAgreement, the Company shall pay (Aor cause to be paid to) pay to the Executive, per normal payroll practice, Executive a salary (the “Severance Period Salary”) at a rate equalper year of not less than the amount set out in Appendix A, on which sum shall be payable in bi-weekly installments. The Company agrees to review the Executive’s salary no less frequently than annually. In the event of an annualized basisincrease in salary or the payment of a bonus, the other terms and conditions of this Agreement shall remain in full force and effect. The annual rate of base salary in effect at any given time is sometimes referred to in this Agreement as “Base Salary.” The Executive shall be eligible for an annual cash incentive bonus, subject to such performance conditions as shall be approved by the Compensation Committee of the Board, having a target value equal to a percentage of Base Salary not less than the amount set out in Appendix A, and payable not later than March 15th after the end of the applicable performance period. The Executive shall also be eligible for an annual equity incentive award, subject to the highest annual salary approval of the Compensation Committee of the Board, which for each year shall have a target grant date value equal to a percentage of Base Salary not less than the amount set out in Appendix A, and subject in each case to such performance conditions, and such other terms and conditions set forth in the applicable award agreements, as are approved by the Compensation Committee of the Board. (excluding any bonusesb) in effect with respect to During the term of this Agreement, the Executive during shall be entitled to (i) participate in such employee benefit plans and programs as are generally available to other senior executives of the six month period immediately preceding the Termination Notice and (B) provide Company who hold positions of similar responsibility to those of the Executive with employee benefits(provided, including health insurancehowever, dental insurance, life insurance, participation that nothing in this Agreement shall entitle the Executive to participate in the Company’s 401(k) plan following the termination of the Executive’s employment for any reason), (ii) reimbursement, in accordance with policies and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which procedures established by the Company makes from time to time, for all items of expense reasonably and necessarily incurred by the Executive on behalf of the Company, (iii) such benefits holidays as are generally available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the and (iv) annual paid time off in accordance with Company shall pay the Severance Period Salary and provide the Severance Period Benefits policies applicable to the Executive during the period from the effective date senior executives of the Change Company; in Status until each case as such plans, programs, policies and procedures are in effect or amended in the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) aboveCompany’s discretion.

Salary and Benefits. 8.1 The Company will pay the Executive a Salary (aSalary) During of £339,000 per annum. Salary (less tax and statutory deductions and any other agreed deductions) will be paid monthly in arrears by bank credit transfer on or about the period last working day of each month (or otherwise as arranged according to business needs from time to time) and will accrue from day to day. The Salary shall not be decreased save with the agreement of the Executive. The Salary shall be reviewed by the Remuneration Committee on an annual basis not later than the service anniversary date and any change in salary shall take effect as from that date or earlier (as determined by the Remuneration Committee). 8.2 The Salary referred to in clause 8.1 includes Director’s fees from the Group Companies. 8.3 At the absolute discretion of the Board, the Executive may be entitled to a performance related cash bonus. Payment of the cash bonus shall relate to the performance of the Company and/or the Executive against targets set by the Remuneration Committee in advance. The Executive’s bonus in 2011 shall be 70% of the Executive’s Salary for on target performance. Receipt of a bonus in one year will not entitle the Executive to a bonus in any other year. 8.4 The Executive may be eligible to participate in such benefit and incentive arrangements (including any long term incentive plans) as are put in place by the Company for its senior executive team from time to time. 8.5 The Remuneration Committee may amend the terms of any bonus or incentive arrangement at any time in its absolute discretion provided that, once the terms of any such arrangement have been formally approved by the Remuneration Committee in respect of any given year and notified to participants in writing, no such discretion may be exercised other than in accordance with the rules of any such arrangement. 8.6 The Executive and his spouse shall be admitted to the Company’s private health insurance arrangements at the Company’s expense and subject to the terms of those arrangements from time to time. The Executive may, at his own expense, choose to cover his children (if any) under the scheme. 8.7 The Executive is eligible (if he so decides) to receive an annual medical health check at the Company’s expense. 8.8 The Company shall arrange and pay the premiums of a life assurance scheme or policy which provides for payment of a sum equal to four times the Executive’s basic Salary in accordance with clause 8.1 as at the date of delivery his death. 8.9 The Executive shall be entitled to participate in a scheme of permanent health and disability insurance maintained by the Company. 8.10 The Company will pay the Executive a pension cash allowance equal to 10% of his Salary per annum which shall accrue from day to day. The allowance will be paid in equal instalments monthly in arrears and is subject to the deduction of tax and national insurance. 8.11 The Executive is entitled to 25 days’ paid holiday each calendar year (in addition to any public and bank holidays in the United Kingdom) to be taken at times approved in advance by the Board. Not more than 10 consecutive working days may be taken at any one time without the prior approval of the Board. Up to five days’ holiday may be carried over from one holiday year to the next provided such carried over holiday is taken by no later than 31 March. No other holiday may be carried forward from one holiday year to the next without the Board’s prior approval. 8.12 Holiday entitlement will accrue at a daily rate based upon the number of contractual holidays and statutory public and bank holidays. For part years, the Executive’s holiday entitlement for the year will be pro-rated to the length of his service in that year. The Executive will be paid for any accrued holiday not taken at the Termination Notice Date. The Company may require the Executive to take any accrued holiday during any notice period. If on the Termination Date the Executive has exceeded his accrued holiday entitlement, the excess may be deducted from any sums due to him. The formula for calculating the amount of holiday due to the Executive and any payments or repayments to be made is 1/260 of the Executive’s annual basic Salary. 8.13 Salary payable and benefits provided to the Executive under this Agreement will cease after twenty six (the “Notice Date”26) until the earlier weeks of (i) the date absence whether or not consecutive in any period of twelve (12) months after the Notice Datefrom work due to illness or injury. In this clause weeks/months includes Saturdays, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company Sundays and public holidays. 8.14 The amount of such event (the “Severance Period”), and so long as any benefit which the Executive is entitled to claim during that period of absence under any Social Security or National Insurance Scheme in compliance with England and Wales and/or any scheme of which the terms Executive is a non-contributory member by virtue of this Agreement the Employment will be deducted from any Salary paid to him. The Company will pay the Executive statutory sick pay under the Social Security Contributions and Benefits Act 1992 (as amended) and any material provision Salary paid to him will be deemed to include statutory sick pay. The Company reserves the right to offset the amount of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect these benefits against Salary paid to the Executive during the six month period immediately preceding the Termination Notice and (B) provide even if the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)has not recovered them. (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as 8.15 If the Executive is in compliance with absent from work due to sickness or injury which is caused by the terms fault of another person, and as a consequence recovers from that person or another person any sum representing compensation for loss of Salary under this Agreement and any material provision of any other written agreement with the CompanyAgreement, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits Executive will repay to the Executive during the period from the effective date Company any money it has paid to him as Salary in respect of the Change in Status until the earlier same period of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) aboveabsence.

Salary and Benefits. Subject to, and except as otherwise provided in, Sections 4, 5 and 6 below: (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms term of this Agreement and any material provision of any other written agreement with the CompanyAgreement, the Company shall pay (Aor cause to be paid to) pay to the Executive, per normal payroll practice, Executive a salary (the “Severance Period Salary”) at a rate equalof not less than $ [Salary] per year, on which sum shall be payable in bi-weekly installments. The Company agrees to review the Executive’s salary no less frequently than annually. In the event of an annualized basisincrease in salary or the payment of a bonus, the other terms and conditions of this Agreement shall remain in full force and effect. The annual rate of base salary in effect at any given time is sometimes referred to in this Agreement as “Base Salary.” The Executive shall be eligible for an annual cash incentive bonus, subject to such performance conditions as shall be approved by the Compensation Committee of the Board, having a target value equal to not less than ____% of Base Salary, and payable not later than March 15th after the end of the applicable performance period. The Executive shall also be eligible for an annual equity incentive award, subject to the highest annual salary approval of the Compensation Committee of the Board, which for each of year shall have a target grant date value equal to not less than ___% of Base Salary, and subject in each case to such performance conditions, and such other terms and conditions set forth in the applicable award agreements, as are approved by the Compensation Committee of the Board. (excluding any bonusesb) in effect with respect to During the term of this Agreement, the Executive during shall be entitled to (i) participate in such employee benefit plans and programs as are generally available to other senior executives of the six month period immediately preceding the Termination Notice and (B) provide Company who hold positions of similar responsibility to those of the Executive with employee benefits(provided, including health insurancehowever, dental insurance, life insurance, participation that nothing in this Agreement shall entitle the Executive to participate in the Company’s 401(k) plan following the termination of his employment for any reason), (ii) reimbursement, in accordance with policies and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which procedures established by the Company makes from time to time, for all items of expense reasonably and necessarily incurred by the Executive on behalf of the Company, (iii) such benefits holidays as are generally available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the and (iv) annual paid time off in accordance with Company shall pay the Severance Period Salary and provide the Severance Period Benefits policies applicable to the Executive during the period from the effective date senior executives of the Change Company; in Status until each case as such plans, programs, policies and procedures are in effect or amended in the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) aboveCompany’s discretion.

Salary and Benefits. (a) During Employer will pay Employee for. his services during the period from term of his employment hereunder an annual base rate of compensation (hereinafter called. the date "Base Compensation") of delivery Four Hundred Thousand Dollars ($400,000.00), which Base Compensation shall be payable at such intervals as the Employer pays its other senior executive employees, but in any event, not less frequently than monthly. Each fiscal year (commencing with fiscal year 1998), the Compensation Committee of a Termination Notice the Board (the “Notice Date”"Compensation Committee") until will set the earlier Employee's Base Compensation for that fiscal year, taking into account the performance of (i) the date twelve (12) months after the Notice Date, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the CompanyEmployee, the Company shall (A) pay total compensation paid to the Executivechief executive officers of similar companies of comparable size to that of the Employer and such other factors deemed relevant by the Board, per normal payroll practice, a salary (but in no event shall such Base Compensation for any annual period be less than the “Severance Period Salary”) at a rate equal, on an annualized basis, to Base Compensation set for the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)annual period. (b) In Employer will also pay Employee a bonus for each fiscal year during the term hereof, which will be determined on the basis of a formula (the "Bonus Formula"), as follows: for the fiscal year ending September 30, 1997, the bonus will be in the amount of 10% of the increase in Employer's income before income taxes and bonuses for such fiscal year compared to the prior fiscal year, determined by the Company's independent auditors in accordance with generally accepted accounting principles, consistently applied, and payable within ninety (90) days of the end of such fiscal year. For the fiscal year ending September 30, 1998, and for each fiscal year thereafter, Employer will pay Employee a bonus to be determined on the basis of a Bonus Formula, to be determined for such fiscal year by the Compensation Committee. (c) Employer agrees to reimburse Employee for all reasonable business expenses incurred by Employee in the performance of his duties hereunder for Employer, which expenses shall be substantiated in accordance with the procedures of Employer. (d) Employer shall provide Employee, at Employer's expense, with health, accident, long-term disability, major medical and such other insurance coverages as are generally available to the senior executive officers of the Employer. (e) During each fiscal year of the Corporation, Employee shall be entitled to six (6) weeks of paid vacation. (f) Employee shall also be entitled to participate in all other insurance and retirement plans, retirement benefits, death benefits, salary continuation benefits, stock option plans and other fringe benefits and other plans generally available for the senior executive officers of Employer, but in no event that shall such fringe benefits be less than the benefits provided to Employee for the immediately preceding annual period. (g) Employer shall, at Employer's expense, furnish such other executive prerequisites at least equal in value to those furnished to the senior executive officers of the Employer. (h) Employer shall allow Employee use of the corporate aircraft for person use for 100 flight hours each fiscal year, such use to be reported as required by Internal Revenue Service regulations. (i) there is a Change Employer shall provide Employee with adequate Internet and telephone service and appropriate office furniture and computing equipment to allow the conduct of Employer's business at both of Employee's homes. (j) To the extent not otherwise provided by the Employer in Control subparagraph (as defined belowf) of this paragraph THIRD, Employer shall, at Employer's sole cost and expense, maintain in full force and effect an insurance policy or policies providing term life insurance coverage on the Company and (ii) within twelve (12) months thereafterlife of Employee in an aggregate amount of not less than two times Employee's Base Compensation, a Change in Status (as defined below) for the benefit of the Executive occursbeneficiaries named by Employee, or such beneficiaries as may be otherwise designated from time to time by Employee. Employer shall maintain such insurance coverage in full force and effect throughout the Employee's employment with Employer, and so long for a period of sixty days following termination of said employment, (or such shorter period as provided in the Executive policy, if the insurance coverage is in compliance with provided under a group plan). The failure to maintain such term insurance because of the terms noninsurability of this Agreement and any material provision of any other written agreement with the Company, the Company Employee shall pay the Severance Period Salary and provide the Severance Period Benefits not constitute a default by Employer hereunder. Subject to the Executive during the period from the effective date provisions of the Change in Status until policy providing for the earlier of insurance required by this subparagraph (i) the date twelve (12) months after h), if such date or (ii) the date the Executive commences employment with another company or organizationinsurance is provided through individual policies, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation Employer does hereby offer to sell and benefitsassign to Employee, and those provided under Section 3Employee is hereby granted an option to purchase, shall be all of Employer's right, title and interest in lieu of any other compensation and benefits to the Executive such policy or policies with respect to insurance coverage on the life of Employee, which offer (option) shall be accepted (exercised), if at all, by Employee at any continuing time from the date upon which Employee's termination of his employment during hereunder shall occur (regardless of the reason for such periodtermination) through the close of business on the sixtieth (60th) day following such termination of his employment. The purchase price to be paid by Employee to Employer for the Employer's right, title and interest in and to the subject policy (or policies) shall be an amount equal to a fraction of the total prepaid premiums, if any, paid by Employer thereon, the numerator of which shall be the remaining term of the subject policy or policies (expressed in days) and the Company denominator of which shall have no obligation to make any payments be the total original term of the subject policy or provide any benefits to the Executive under Section 2(a) abovepolicies (expressed in days).

Salary and Benefits. (a) During 4.1 In full compensation for the period from services to be rendered by the date of delivery of Employee hereunder during the Employment Term, upon the terms and subject to the conditions set forth in this Agreement, the Company will pay to the Employee and the Employee shall accept as compensation, a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Datebasic salary with allowances, or (ii) the date the Executive commences employment with another company or organizationbenefits and perquisites included, it being agreed that the Executive shall immediately notify aggregating to a cost to the Company of INR >Ɣ(I@ndian Rupees >Ɣ @ SHU SPalRarQy´W K $³ GH-WupDoLf tOheHSaGla ry Eis UHDN provided in Annexure 1. 4.2 Payment of the Salary hereunder shall be made in accordance with the relevant Company Policies in effect from time to time, including normal payroll practices. All statutory requirements of tax to be deducted at source by the Company will be complied with by the Company and all funds paid to the Employee will be after all such event (appropriate deductions have been made therefrom. 4.3 During the “Severance Period”)Employment Term, the Employee shall be governed by the Company Policies with respect to leaves, benefits, perquisites and so long other related matters. 4.4 The Company makes no representation or promise of any increase in Salary, either with regard to the quantum or duration of such increase. However, the Company may, at its sole discretion, review the Salary at the end of a financial year or at the expiry of such period as the Executive is in compliance with Company may determine. 4.5 The Company shall reimburse the terms Employee for reasonable, out-of-pocket expenses incurred E\ KLP LQ FRQQHFWLRQ ZLWK KLV HPSOR\PHQW KHU 4.6 The Company shall, at any time, during the continuance of this Agreement and any material provision employment, or on termination of any other written agreement with HPSOR\PHQW KDYH WKH ULJSKalWary aWnyRam ouGntHowGinXg/FowWed (aIs URP WK the case may be) by the Employee to the Company, including, but not limited to, any statutory deductions for income tax, cost of damage to Company property, or amounts in respect of any leaves taken in excess of the leave entitlement. 4.7 7KH 6DODU\ RI WKH (PSOR\HH LV EDVHG RQ WKH ( experience. Therefore, the Salary payable to an employee by the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation varies in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions case of the respective plans and applicable law (collectively, the “Severance Period Benefits”). (b) In the event that (i) there is a Change in Control (as defined below) each employee of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) the Employee acknowledges that any comparison of the Executive occurs, and so long as same with those of the Executive is in compliance with other employees shall be of no relevance. The Employee acknowledges that the terms of this Agreement his / her employment and any material provision of any other written agreement with the Company, the Company shall pay the Severance Period Salary and provide the Severance Period Benefits to the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such periodare strictly confidential, and the Employee shall not divulge the same to any other employee of the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) aboveexcept as and when required by Company.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice DateEffective upon any Change in Control Termination, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify be entitled to the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall following: (A) pay a lump sum payment in an amount equal to eighteen (18) months base salary plus 1.5 times the Executive’s target bonus, per normal payroll practice, a such salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to be the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six six-month period immediately preceding the Termination Notice Executive’s termination and such target bonus to be the highest target bonus in effect with respect to the Executive for the year in which the Change in Control occurs, payable on the termination date; (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, Continued participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to health insurance program at the same terms share of cost between the Executive and conditions under which the Company makes such benefits available to employees generallyCompany, all subject to the terms and conditions of the respective plans such program and applicable law law, for a period of eighteen (collectively18) months following the termination date; provided that, to the “Severance Period Benefits”). (b) In extent that the event that (i) there is a Change in Control (as defined below) health insurance program does not permit such continuation of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive Executive’s participation following his termination or such program is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Companyterminated, the Company shall pay the Severance Period Salary Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance, commencing on the date six months and provide one day following the Severance Period Benefits termination date; provided further, however, that to the extent the Executive during becomes eligible to receive benefits under a plan provided by another employer, the period from Executive’s entitlement to participate in the effective date health insurance program or to receive such alternate payments shall cease as of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationis eligible to participate in such other plan, it being agreed that and the Executive shall immediately notify the Company of his eligibility under such eventplan; and (C) All equity awards held by the Executive granted under any Stock Plan shall immediately vest. (D) Any language referencing the ability of the Board of Directors to prevent the acceleration of equity awards in the event of a change in control and that may be contained in any agreements evidencing any such equity awards to the Executive is hereby and will be deemed amended to delete such references. Such compensation Payments and benefits, and those provided benefits under this Section 3, 3(a) shall be in lieu and without duplication of any other compensation and amounts or benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above2.

Salary and Benefits. 8.1 The Company will pay the Executive a Salary (“Salary”) of £432,600 per annum. Salary (less tax and statutory deductions and any other agreed deductions) will be paid, monthly in arrears by bank credit transfer on or about the last working day of each month (or otherwise as arranged according to business needs from time to time) and will accrue from day to day. The Salary shall not be decreased save with the agreement of the Executive. The Salary shall be reviewed by the Remuneration Committee on an annual basis not later than the service anniversary date and any change in Salary shall take effect as from that date or earlier (as determined by the Remuneration Committee). 8.2 The Salary referred to in clause 8.1 includes any director’s fees from the Group Companies. To achieve this: (a) During the period Executive will repay any such fees he receives to the Company; or (b) the Executive’s Salary will be reduced by the amount of those fees; or (c) a combination of the methods set out in clauses (a) and (b) will be applied. 8.3 At the absolute discretion of the Board, the Executive may be entitled to a performance related cash bonus. Payment of the cash bonus shall relate to the performance of the Company and/or the Executive against targets set by the Remuneration Committee in advance and shall be consistent with Company policy as amended from time to time. Receipt of a bonus in one year will not entitle the Executive to a bonus in any other year. 8.4 The Remuneration Committee may amend the terms of any bonus or incentive arrangement at any time in its absolute discretion provided that, once the terms of any such arrangement have been formally approved by the Remuneration Committee in respect of any given year and notified to participants in writing, no such discretion may be exercised other than in accordance with the rules of any such arrangement. 8.5 The Executive and his spouse shall be admitted to the Company’s private health insurance arrangements at the Company’s expense and subject to the terms of those arrangements from time to time. The Executive may, at his own expense, choose to cover his children (if any) under the scheme. 8.6 The Executive is eligible (if he so decides) to receive an annual medical health check at the Company’s expense. 8.7 The Company shall arrange and pay the premiums of a life assurance scheme or policy which provides for payment of a sum equal to four times the Executive’s basic Salary in accordance with clause 8.1 as at the date of delivery his death subject to the rules of the scheme or policy in force from time to time. 8.8 The Executive shall be entitled to participate in a Termination Notice scheme of permanent health and disability insurance maintained by the Company subject to the rules of the scheme in force from time to time. 8.9 There is no pension provision in respect of the Executive’s Employment. Instead, the Executive shall receive a monthly allowance of £4,000 (less such tax and other statutory deductions as are required to be made by the Company), which may be used for housing and other expenses incurred in the UK during the Employment and which shall be payable at the same time and in the same manner as Salary in accordance with clause 8.1. 8.10 Subject to the Executive providing to the Company receipts and any other evidence of payment and/or expenditure by the Executive as the Company may reasonably request, the Company shall reimburse the Executive in respect of costs directly and reasonably incurred by him in (i) relocating himself and his wife from the United States of America to accommodation in the UK in order to commence the Employment and (ii) relocating himself and his wife back to the United States of America upon termination of the Employment (the “Notice DateRelocation Expenses”) until provided that the earlier Executive shall consult the Company regarding such expenses before he incurs them and obtain the prior consent of the Company in relation to the same. Reimbursement of the Relocation Expenses shall be subject to such tax and other statutory deductions as are required to be made by the Company. 8.11 The Executive is entitled to 25 days’ paid holiday each calendar year (iin addition to any public holidays in the United Kingdom) to be taken at times approved in advance by the date Board. Not more than ten consecutive working days may be taken at any one time without the prior approval of the Board. Up to five days’ holiday may be carried over from one holiday year to the next provided such carried over holiday is taken by no later than 31 March. No other holiday may be carried forward from one holiday year to the next without the Board’s prior approval. 8.12 Holiday entitlement will accrue at a rate of 2.083 days per month. For part years, the Executive’s holiday entitlement for the year will be pro-rated to the length of his service in that year. The Executive will be paid for any accrued holiday not taken at the Termination Date unless the Employment is terminated for gross misconduct or in accordance with clause 12.14. The Company may require the Executive to take any accrued holiday during any notice period. If on the Termination Date the Executive has exceeded his accrued holiday entitlement, the excess may be deducted from any sums due to him. The formula for calculating the amount of holiday due to the Executive and any payments or repayments to be made is 1/260 of the Executive’s annual basic Salary. 8.13 Without prejudice to the Company’s right to terminate the Employment at any time in accordance with clause 12: (a) Salary payable and benefits provided to the Executive under this Agreement will cease after twenty six (26) weeks of absence whether or not consecutive in any period of twelve (12) months after the Notice Datefrom work due to illness or injury. In this clause weeks/months includes Saturdays, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), Sundays and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”).public holidays; and (b) In the event that (i) there is a Change in Control (as defined below) amount of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as any benefit which the Executive is entitled to claim during that period of absence under any Social Security or National Insurance Scheme in compliance with England and Wales and/or any scheme of which the terms Executive is a non-contributory member by virtue of this Agreement the Employment will be deducted from any Salary paid to him. The Company will pay the Executive statutory sick pay under the Social Security Contributions and Benefits Act 1992 (as amended) and any material provision Salary paid to him will be deemed to include statutory sick pay. The Company reserves the right to offset the amount of these benefits against Salary paid to the Executive even if the Executive has not recovered them. 8.14 If the Executive is absent from work due to sickness or injury which is caused by the fault of another person, and as a consequence recovers from that person or another person any other written agreement sum representing compensation for loss of Salary under this Agreement, the Executive will repay to the Company any money it has paid to him as Salary in respect of the same period of absence. 8.15 The Company shall procure that the Executive is provided with reasonable professional tax advice and assistance (paid for by the Company, ) during the Employment in respect of: (a) his US and UK tax returns and/or filings for any tax years during the Employment; and (b) how his relocation to the UK to commence the Employment affects his personal tax position. 8.16 The Company shall pay for or reimburse the Severance Period Salary and provide Executive for the Severance Period Benefits cost of four round trip business class flights to the Executive USA each year during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date Employment, which can be used either by himself or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) abovehis wife.

Salary and Benefits. (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice DateEffective upon any Change in Control Termination, or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify be entitled to the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall following: (A) pay a lump sum payment in an amount equal to eighteen (18) months base salary plus 1.5 times the Executive’s target bonus, per normal payroll practice, a such salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to be the highest annual base salary (excluding any bonuses) in effect with respect to the Executive during the six six-month period immediately preceding the Termination Notice Executive’s termination and such target bonus to be the highest target bonus in effect with respect to the Executive for the year in which the Change in Control occurs, payable on the termination date; (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, Continued participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to health insurance program at the same terms share of cost between the Executive and conditions under which the Company makes such benefits available to employees generallyCompany, all subject to the terms and conditions of the respective plans such program and applicable law law, for a period of eighteen (collectively18) months following the termination date; provided that, to the “Severance Period Benefits”). (b) In extent that the event that (i) there is a Change in Control (as defined below) health insurance program does not permit such continuation of the Company and (ii) within twelve (12) months thereafter, a Change in Status (as defined below) of the Executive occurs, and so long as the Executive Executive’s participation following his termination or such program is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Companyterminated, the Company shall pay the Severance Period Salary Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance, commencing on the date six months and provide one day following the Severance Period Benefits termination date; provided further, however, that to the extent the Executive during becomes eligible to receive benefits under a plan provided by another employer, the period from Executive’s entitlement to participate in the effective date health insurance program or to receive such alternate payments shall cease as of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organizationis eligible to participate in such other plan, it being agreed that and the Executive shall immediately notify the Company of his eligibility under such eventplan; and (C) All equity awards held by the Executive granted under any Stock Plan shall immediately vest. (D) Any language referencing the ability of the Board of Directors to prevent the acceleration of equity awards in the event of a Change in Control and that may be contained in any agreements evidencing any such equity awards to the Executive is hereby and will be deemed amended to delete such references. Such compensation Payments and benefits, and those provided benefits under this Section 3, 3(a) shall be in lieu and without duplication of any other compensation and amounts or benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive under Section 2(a) above2.

Salary and Benefits. As compensation and consideration for the performance by the Executive of his obligations under this Agreement, the Executive shall be entitled to the following during the Term (subject, in each case, to the provisions of Article 5). (a) During the period from the date of delivery of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, or (ii) the date The Company shall pay the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a base salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding Term at the Termination Notice and (B) provide the Executive with employee benefitsrate of US$425,000 per year, including health insurance, dental insurance, life insurance, participation payable monthly in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and arrears or as outlined in applicable law (collectively, the “Severance Period Benefits”)payroll processes once they have been established. (b) In Beginning with the event that (i) there is a Change 2007 year, the Executive shall be entitled to participate in Control (as defined below) the MUI Annual Bonus Plan, based upon the performance of MUI. The Executive shall be eligible to receive an annual bonus in an amount of 30% of the Company and (ii) within twelve (12) months thereafterMUI pool, a Change based upon his personal performance; provided that, in Status (as defined below) respect of each of the 2007 and 2008 years, the Executive occursshall be eligible for a guaranteed minimum bonus equal to 20% of his base salary. At the discretion of the board and shareholders of MUI and subject to authorization by the board of Montpelier Holdings, such bonus may be paid in all cash or part cash and so long as part stock, subject to vesting requirements. The Executive shall be paid his bonus at the same time annual bonuses are generally paid to other executives of MUI and, in any event, no later than March 15 of the year immediately following the year in respect of which the bonus is being paid; provided that the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, actively employed within the Company on the date that annual bonuses are paid and has not given or received any notice of termination of employment. (c) The Executive shall pay the Severance Period Salary be entitled to welfare and provide the Severance Period Benefits retirement benefits (excluding his vacation and sick leave entitlement) in an amount of up to US$100,000. This entitlement shall be comprised of a package of life insurance policies, long-term care benefits covering the Executive during the period from the effective date of the Change in Status until the earlier of (i) the date twelve (12) months after such date or (ii) the date the and his spouse and disability policies, as well as company contributions to a deferred income fund and a defined contribution plan. The Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event. Such compensation and benefits, and those provided under Section 3, shall be in lieu of any other compensation and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any anticipate that the annual cost for some of these benefits (e.g., long-term care benefits, disability policies and, to the extent the Executive under Section 2(ais able to participate in one, a 401(k) aboveplan) shall increase over time, thereby reducing the annual cost of other benefits (e.g., company contributions to a deferred income fund) borne by the Company. (d) In addition to ten (10) paid public U.S. holidays, the Executive’s vacation entitlement shall be thirty (30) working days per calendar year (prorated according to the Commencement Date) as set out in the MUI employee handbook. The Executive shall also be entitled to up to ten (10) sick leave days (prorated according to the Commencement Date) as set out in the MUI employee handbook.

Salary and Benefits. (a) During Pursuant to authorization by the period from Compensation Committee of the Board, and under the Dean Xxxds Company 1989 Stock Awards Plan, on the date hereof Executive will be granted incentive stock options and non-qualified stock options to purchase shares of delivery the Company's common stock (the numbers of shares to be determined by such Committee, on a basis consistent with that used by such Committee in making similar determinations, so that such options have an aggregate value on the date hereof of $400,000) at an exercise price per share equal to the fair market value of such a share on the date hereof. Such options will be in the respective forms of the incentive stock options and non-qualified stock options granted under such Plan most recently prior to the date hereof, except that such non-qualified options will provide for accelerated full vesting at the end of the Employment Period unless the Employment Period ends early pursuant to paragraph 4 hereof on account of a Termination Notice (the “Notice Date”) until the earlier of (i) the date twelve (12) months after the Notice Date, for Cause or (ii) the date the a Termination by Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the Company of such event (the “Severance Period”), and so long as the Executive is in compliance with the terms of this Agreement and any material provision of any other written agreement with the Company, the Company shall (A) pay to the Executive, per normal payroll practice, a salary (the “Severance Period Salary”) at a rate equal, on an annualized basis, to the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six month period immediately preceding the Termination Notice and (B) provide the Executive with employee benefits, including health insurance, dental insurance, life insurance, participation in the Company’s 401(k) plan and Employee Stock Purchase Plan and short-term and long-term disability coverage, pursuant to the same terms and conditions under which the Company makes such benefits available to employees generally, all subject to the terms and conditions of the respective plans and applicable law (collectively, the “Severance Period Benefits”)for CEO Position Offer Deadlock. (b) In The Company agrees to pay Executive a salary during the event that Employment Period, in monthly installments. Executive's initial salary shall be $625,000 per annum. Executive's salary may be changed by the Board at any time or from time to time after May 31, 1998, but may not be reduced below $625,000. (c) Executive shall be entitled during the Employment Period to participate, on the same basis as the CEO, in both the corporate performance and personal performance components of the Company's incentive pay program in effect from time to time; provided (i) there is a Change in Control (as defined below) that the percentage of Executive's salary to which the formula under such program shall be applied for any of the Company following fiscal years shall be the following percentage for such fiscal year: fiscal year ending in 1997-60%; fiscal year ending in 1998-65%; fiscal year ending in 1999-70%; fiscal year ending in 2000-75%; and (ii) within twelve the amount of incentive pay to which Executive shall be entitled for the Company's fiscal year ending in 1997 and for the Company's fiscal year ending in 2000 pursuant to such program shall be a pro rata portion (12) months thereafter, a Change in Status (as defined belowbased on the days Executive is employed by the Company during such fiscal year) of the amount to which Executive occurswould have been entitled had he been employed by the Company for all of such fiscal year. (d) Executive shall be entitled during the Employment Period to participate in the Dean Xxxds Company Supplemental Benefits Plan. (e) Executive shall be entitled during the Employment Period to be covered, on the same basis and so long in the same amount as the CEO, by any excess personal liability insurance provided by the Company from time to time. Such coverage is currently provided in the amount of $10,000,000. (f) The Company shall reimburse Executive is for all reasonable expenses incurred by him in compliance with the terms course of performing his duties under this Agreement and any material provision of any other written agreement which are consistent with the Company's policies in effect from time to time with respect to travel, the Company shall pay the Severance Period Salary entertainment and provide the Severance Period Benefits other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. (g) In addition to the salary, incentive pay and other benefits payable to Executive pursuant to the preceding provisions of this paragraph, Executive shall be entitled during the period from Employment Period to participate, on the effective date same general basis as other executive officers of the Change Company, in Status those other Company benefit programs for which the CEO is from time to time eligible as determined from time to time by the Board. Such other benefit programs currently include the Dean Xxxds Company 1989 Stock Awards Plan, pension plan, 401 (k) plan, insurance (life, short-term disability, long-term disability, health and dental), annual physical, vacation, personal use of airline mileage awards, company car, country club dues, financial consulting and change of control agreement. However, it is expressly understood by Executive that, in view of the options being granted to Executive pursuant to (a) above, until May 26, 1997 Executive will not be eligible to participate in the earlier Dean Xxxds Company 1989 Stock Awards Plan except to the extent the incentive pay provisions of (ic) above operate under such Plan and except for participation in the date twelve (12) months after such date or (ii) the date the Executive commences employment with another company or organization, it being agreed that the Executive shall immediately notify the program thereunder permitting an executive to elect to receive Company of such event. Such compensation and benefits, and those provided under Section 3, shall be common stock in lieu of all or a portion of incentive cash bonuses otherwise payable to him. It is further expressly understood by Executive that his change of control agreement will provide for the elimination of any other compensation duplication of the payments and benefits to the Executive with respect to any continuing employment during such period, and the Company shall have no obligation to make any payments or provide any benefits to the Executive provided under Section 2(a) abovethis Agreement.