Common use of Severance Compensation Clause in Contracts

Severance Compensation. (a) In consideration of Executive's execution of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practices. (b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Fee.

Severance Compensation. (a) In consideration Executive hereby acknowledges the termination of Executive's execution ’s employment with ENRGI and all offices and positions with ENRGI and all of this Agreementits affiliates, including, but not limited to his position as President, Chief Executive Officer and member of the Board of Directors, all effective as of the Separation Date. Executive confirms that he has received all wages and other compensation payable to him for his services before the Separation Date. In addition, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I")Company acknowledge that, which shall be payable prior to the Separation Date, Executive incurred certain business expenses on the Company’s behalf. Executive shall file an expense report for the same no later than January 2December 17, 20032008, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practicesthe Company’s current expense reimbursement policies and procedures, and the Company shall timely reimburse, but no later than March 15, 2009, Executive for all such valid expenses. (b) In The “Effective Date” of this Agreement shall be the event that a "Change date seven days after the Agreement is signed by Executive and not revoked by him. (c) If Executive does not timely exercise his right of Control" (as such term was defined revocation under paragraph 15(b), below and complies with all of the terms of this Agreement; i. ENRGI shall pay Executive severance compensation in the Employment Agreement) gross amount of $708,333.33, which amount shall be consummated payable over a period of 20 months, less legally required withholdings, in 44 equal installments commencing on December 16, 2008 with payments to be made every two weeks on every other Tuesday, without acceleration, until the end of the 20-month period and the payment in full of the severance amount; and ii. ENRGI shall pay Executive a lump sum tax gross-up payment of $13,314.67, and a lump sum payment of $1997.20 intended to reimburse Executive for the cost of insurance coverage, each by March 15, 2009. iii. ENRGI shall pay Executive the pro-rata portion of his full 2008 bonus (e.g. both company performance portion and the individual performance portion) representing the time between January 2, 2008, and the Separation Date; provided, however, that the payment shall be made by March 15, 2009. iv. If Executive makes a timely election, pursuant to COBRA, to continue his participation in eligible employee benefits programs sponsored by Company, then Company shall either, at any time within twelve its sole election, pay for the costs or reimburse Executive on the 1st day of each month for the costs associated with the continuation of such benefits for a maximum period of eighteen (1218) months after following the Termination Effective Date. COBRA reimbursement shall cease if and when Executive secures employment with another employer. It is the intent of the parties that, then to the Corporation maximum extent permitted, the payment of COBRA premiums provided pursuant to this subparagraph shall be exempt from the application of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). v. Company shall reimburse Executive in the amount of up to $5,000 for legal fees; provided, however, that the Executive shall submit the reimbursement prior to February 15, 2009. ENRGI shall pay this reimbursement within 15 days of submission. vi. Upon signing this Agreement, Executive will have until December 31, 2009, in which to exercise all Company stock options. Additionally, all unvested outstanding options awarded to Executive, as set forth in Exhibit “A” attached hereto, shall be vested as of the Effective Date. (d) For purposes of this Agreement: i. Each separate payment or benefit identified in subsections 1(c)(i) through 1(c)(v) is intended to be a separate payment for 409A purposes pursuant to Treasury Regulation Section 1.409A-2(b)(i). In addition, any such payment or benefit that is made in installments or periodically shall be deemed a series of separate payments pursuant to Treasury Regulation Section 1.409A-2(b)(2)(iii). ii. Payments under subsections 1(c)(i) through 1(c)(iv) are intended to qualify to the maximum extent possible as “short-term deferrals” exempt from the application of Code Section 409A. Any payments that do not so qualify are intended to qualify for the Code Section 409A exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) (which exempts from Code Section 409A certain payments made upon an “involuntary separation from service”). To the extent that payments made pursuant to subsections 1(c)(1) through 1(c)(v) are not “short-term deferrals” and exceed the exemption threshold set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), such exemption will first be applied to the payment of COBRA premiums set forth in subsection 1(c)(iv) above (to the extent such benefits are subject to Code Section 409A and are payable within six (6) months from the Executive’s “separation from service,” as defined for purposes of Code Section 409A (the “Delayed Payment Date”)) and thereafter to the cash payments that are payable closest in time to the date of termination, until such exemption has been applied in full. Any payments under subsections 1(c)(i) through 1(c)(v) that are not exempted from Code Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by the Company and paid to Executive on the sum Delayed Payment Date or as soon thereafter as is administratively feasible. Nothing in this paragraph shall prohibit the Company and Executive from making use of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not any other Code Section 409A exemption that may be entitled applicable to a Success Fee resulting payment or benefit hereunder. (e) The Company agrees to withhold all applicable payroll taxes, including without limitation withholding of federal, state and local taxes, from the severance compensation paid to Executive pursuant to paragraph 1(c) above. Executive agrees to pay all applicable individual income taxes imposed on him by any governmental taxing authority relating to or arising from any securities offering payment made or fund-raising conducted benefit provided pursuant to this Agreement, other than ENRGI’s share of FICA taxes, which shall be borne by ENRGI. Executive agrees to pay all personal taxes relating to or for the benefit of the Corporationarising from any payment made pursuant to this Agreement, as necessary. Executive shall not be entitled defend and indemnify ENRGI from and against all claims by any party arising from Executive’s failure or refusal to receive more than one (1) Success Feepay taxes due, Executive including costs and attorneys’ fees.

Severance Compensation. (i) If the Executive’s employment is terminated (A) without Cause by Good Times, (B) by the Executive for an uncured Good Reason, (C) on account of an uncured material breach of this Agreement by Good Times, or (D) by the death or disability of the Executive: (1) Good Times shall pay the Executive (or his estate) (A) Executive’s Base Compensation (then in effect for the fiscal year of the termination) for 12 months, and (B) monthly COBRA premiums then payable for the health insurance coverage of the Executive for 12 months (the aggregate amount under (A) and (B) together, the “Severance Compensation”); (2) all options and rights granted to the Executive under any Good Times Stock Option Plan that are time-vested (i.e., vest pursuant to periods of service to Good Times) shall be accelerated and shall become immediately exercisable on or after the Executive’s termination so as to permit the Executive (or his estate) to fully exercise all outstanding options and rights in accordance with their terms; and (3) all options and rights granted to the Executive under any Good Times Stock Option Plan that are price-vested (i.e., vest on the basis of the achievement of a stock price level), including the options granted pursuant to Section 4(b)(ii), may be retained by the Executive without application of any early forfeiture, until their expiration in accordance with their terms. Notwithstanding anything to the contrary, Severance Compensation shall be paid in three (3) installments: (a) In consideration fifty percent (50%) of the Severance Compensation, less applicable deductions, shall be paid on Good Times’ first regular payroll date following the Release Date (as defined below), (b) twenty-five percent (25%) of the Severance Compensation, less applicable deductions, shall be paid on Good Times’ first regular payroll date following the date that is three (3) full months following the Release Date and (c) twenty-five (25%) of the Severance Compensation, less applicable deductions, shall be paid on Good Times’ first regular payroll date following of the date that is six (6) full months following the Release Date; provided, however, that any Severance Compensation amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall not be paid until the sixtieth (60th) day following the Executive's execution of this Agreement’s Separation from Service (as defined herein), Executive and, if such payments are required to be so deferred, the first payment shall receive a lump sum payment be in an amount equal to Two Hundred Twenty Five Thousand and No/100 Dollars the total amount to which the Executive would otherwise have been entitled ($225,000.00without interest) during the period following the Separation Date if such deferral had not been required. (the "Severance Payment I"), which shall be payable ii) Notwithstanding anything to the Executive no later than January 2contrary, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Executive’s right to any payments or other benefits under this Section 7(f) below. The shall be conditioned on Executive’s execution of a reasonable mutual release agreement (provided that the release in favor of Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment exclude any release of Severance Payment I and representing an advance for healthExecutive’s unknown commission of intentional tortious acts or omissions such as fraud, lifetheft, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"or embezzlement against Good Times or its affiliates). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before As used herein, “Release Date” means the date that the relevant payment foregoing release is due. The Severance Payments shall also be fully executed by the Executive and no longer subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practicesrevocation per its terms. (b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Fee.

Severance Compensation. (a) In consideration If the Company terminates your employment for any reason other than because of Executive's execution your conviction of this Agreementa felony, Executive shall receive a lump sum payment equal your commission of fraud (or other act involving dishonesty) or misconduct that is injurious to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I")Company, which or your willful refusal to perform your job responsibilities, then you shall be payable entitled to receive (i) your base salary as in effect during the Executive no later than January 2, 2003calendar year during which such termination occurs (“Termination Year”) for a period of twelve (12) months following your termination (“Severance Period”); and (ii) the Target Bonus you would have earned under the Plan for the Termination Year, provided that Executive the calculation of any such Target Bonus shall not have revoked his agreement hereto as set forth take into account whether the Company’s performance goals established pursuant to the Plan were achieved, and provided, further, that any such Target Bonus payment shall be pro-rated for the amount of time you were employed by the Company during the Termination Year (the compensation referenced in Section 7(fsubclauses (i) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00ii) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II above are collectively referred to herein as the "(“Severance Payments."Compensation”). Except to the extent modification is required to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), as described in Section 4 below, the portion of your Severance Compensation described in subclause (i) The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date paid in accordance with customary Corporation practicesthe Company’s normal pay cycles and the portion described in subclause (ii) shall be paid in accordance with the terms of the Plan. (b) In addition to the event that a "Change Severance Compensation described above, during the Severance Period, you can continue to receive coverage under the Company-sponsored medical, dental, vision, or group life insurance plans for you (and any eligible dependents who are enrolled in those plans at the time of Control" your termination of employment) at the same cost for such coverage as is paid by active employees. In order to receive the Company’s subsidy for these benefits, you (as such term was defined and any dependents) must qualify for continued coverage under the terms and conditions of the plans or by law; must elect to continue the coverage in accordance with the Employment Agreementterms of each plan; and must pay the cost of your coverage through deduction from the salary continuation payments under subclause (i) shall of Section 2(a) above. The Company’s subsidy for these benefits will expire with the end of the Severance Period. (c) The amount of your Severance Compensation will be consummated at reduced by the amount of any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be severance compensation you are otherwise entitled to a Success Fee resulting from pursuant to any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success FeeCompany Severance Plan.

Severance Compensation. (a) In consideration Notwithstanding Employee's termination, Employer shall provide Employee with certain severance compensation commencing on the Termination Date and continuing for a period of Executive's execution of this Agreementfifteen months through July 31, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) 1999 (the "Severance Payment IPeriod"), which shall be payable as follows: (i) continued payment during the Severance Period of that portion of Employee's full base salary in effect at the Date of Termination (annualized at $250,000), subject to the Executive no later than legal withholds and deductions, in such equal installments as are consistent with Employer's customary salary payment practices, and subject to an offset for relocation expenses; and (ii) continued coverage under all Welfare Plans (as that term is defined in that certain Employment Agreement entered into effective as of January 224, 20031997, provided that Executive shall not have revoked his agreement hereto and amended as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five of March 12, 1997, between Employee and No/100 Dollars Employer ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.Employment Agreement") The Severance Payments shall be made maintained by the Corporation's check to be delivered by the Corporation to Executive on Employer in which Employee or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive his spouse or family were participating immediately prior to the Termination Date Date. If, however, Employee obtains other coverage through his spouse or obtains employment with another employer during the Severance Period, Employer's coverage shall be provided until the earlier of: (i) the end of the Severance Period or (ii) the date on which the Employee and his spouse and family can be covered under the plans of his spouse or a new employer without being excluded from full coverage because of any actual pre-existing condition. Executive's eligibility for, and the Employer match to, the 401(k) Plan (the "401(k) Plan"), the Supplemental Executive Retirement Plan (the "SERP") and/or any other retirement savings program in which the Employee participates shall end at the Termination Date. Employee's balances in the SERP shall be distributed to him as soon as practicable, less tax withholdings, in accordance with customary Corporation practices. (b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit terms of the Corporation. Executive shall not be entitled to receive more than one (1) Success FeeSERP.

Severance Compensation. (a) In consideration of Executivethe Employee's execution services provided hereunder, upon termination of this AgreementAgreement for any reason whatsoever, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practices. (b) In the event that including a "Change of ControlFor Cause" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Datetermination, then the Corporation shall pay to Executive the Employee, his heirs or beneficiaries, the sum of Thirty Thousand and No/100 Dollars THREE HUNDRED FORTY FIVE THOUSAND DOLLARS ($30,000.00345,000) per year (without set-off) for three (3) years (the "Success FeeSeverance Period") within ten (10) business days following commencing upon the closing date of such transactiontermination of this Agreement for the Severance Period. Notwithstanding In addition, the preceding sentence, Executive Employee shall not be entitled to a Success Fee resulting all the fringe benefits in effect at the Effective Date of this Agreement and any other fringe benefits subsequently provided. The THREE HUNDRED FORTY FIVE THOUSAND DOLLARS ($345,000) will be adjusted each year beginning on the first anniversary date of the commencement of payments under this provision (the "Adjustment Date") by the increase, if any, in the Official Consumer's Price Index for Urban Wage Earners and Clerical Workers, All Items, for the Los Angeles, Anaheim-Riverside area, 1982-1984=100 Base, as published by the United States Department of Labor, Bureau of Labor Statistics (the "Index") figure for October 2001, and for the month of October prior to said Adjustment Date. If the Index shall no longer be published, then appropriate reference figures shall be derived from any securities offering successor or fundcomparable index mutually agreed by the parties to be authoritative, and if the parties are unable to agree, then the substituted index shall be selected by the then-raising conducted by or presiding judge of the Superior Court of Santa Xxxxxxx County. The parties acknowledge that the index figure for each Adjustment Date may not be available on such date. In such event, the rental in effect immediately prior to said Adjustment Date shall continue in effect until the appropriate index figure is available, at which time an appropriate adjustment shall be made (retroactive to the Adjustment Date). In addition, the Employee, for the benefit of the Corporation. Executive three (3) year period, shall not be entitled to receive more than one (1) Success Feeall the fringe benefits in effect for him or any other executive employees at the date of termination of this Agreement.

Severance Compensation. (a) In consideration of a. The Company paid Executive all accrued but unpaid wages through the Resignation Date based on Executive's execution ’s base salary on June 15, 2018. b. The Company will pay Executive $26,676.94 each month, less applicable taxes and withholdings as required by law, in 12 substantially equal payments, with the first monthly payment to be made within two weeks following the Effective Date of this Agreement, and the remaining payments shall be made on the fourth day of the next 11 months, with the final payment being made on June 4, 2019. The period during which payments are made under this Section 1.b. shall be the “Severance Period”. c. The Company paid Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand $20,486.42, less applicable taxes and No/100 Dollars ($225,000.00) (the "Severance Payment I")withholdings, which shall be payable to the represents all accrued but unpaid paid time off of 135.64 hours. Payment under this Section 1.c. was made with Executive’s final paycheck on June 15, 2018. d. The Company will pay Executive no later than January 2all approved, 2003but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the Resignation Date. e. The Company will pay Executive shall a bonus of $11,722.74, less applicable taxes and withholdings on or before March 15, 2019, so long as this Agreement becomes effective, pursuant to Section 5.d. of this Agreement. f. Executive may elect to continue his coverage under the Company’s group medical plan by making an election to do so in accordance with COBRA. If he makes a proper election to continue coverage under COBRA, the Company will pay the entire premium for such continued coverage under COBRA for the first 8 months of coverage. At the end of that period, the Executive will be responsible for the entire premium for such coverage and for those months during which the Executive is still receiving payments under this Section 1, the employee portion of those premiums will be deducted from the payments to be made to Executive pursuant to this Section 1. g. Executive acknowledges that it is not have revoked his agreement hereto as the Company’s usual policy to provide the consideration set forth in Section 7(f) below. The this Agreement, and that Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practices. (b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall would not necessarily be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. such consideration if Executive shall were not be entitled to receive more than one (1) Success Feeentering into this Agreement.

Severance Compensation. The Company agrees to pay Employee severance compensation and as compensation for the non-competition and duties set forth in paragraph 8, and in the aggregate amount of Six Hundred and Sixty Thousand (a660,000) In consideration of Executive's Dutch guilders in one single lump sum payment upon the execution of this AgreementAgreement by all parties. THE SEVERANCE PAYMENT IS MADE FOR THE LOSS OF THE INCOME IN FUTURE YEARS AT THE TERMINATION OF THE LABOR CONTRACT WITH MICROGRAFX, Executive shall receive a lump sum B.V. Such payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable subject to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five appropriate withholding and No/100 Dollars ($14,045.00) payable contemporaneously deductions consistent with the initial Company's normal payroll policies. Employee acknowledges that payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to the severance compensation described herein as the "Severance Payments.") The Severance Payments shall be is made by the CorporationCompany in consideration of the agreements, releases and undertakings of Employee made herein, and is also in full and complete satisfaction of all of the Company's check obligations to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the CorporationEmployee, including, without limitation, wages the Company's obligations pursuant to the (i) offer letter of October 30, 1991, (ii) Executive Severance Policy (non-change in control) dated March 24,1994, (iii) Executive Severance Agreement dated March 24, 1994, (iv) the Employee Non-disclosure Agreement dated March 24, 1994, and (v) any document relating to tax equalization of compensation existing by virtue of the January 29, 1993 or April 18, 1996 letters from Arthxx Xxxexxxx xx the May 29, 1996 Email from Greg Xxxxxx, xxl of which agreements and any other agreements respecting employment, compensation or benefits shall hereby terminate and be of no further force or effect upon the execution of this Agreement by all parties and the payment of the sums required hereunder. Employee represents and warrants to the Company that no other sums are now or will be in the future due and payable to Employee by the Company other than as those amounts specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, howeverthis section 2, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practicesreceipt of which is hereby acknowledged. (b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Fee.

Severance Compensation. (a) In consideration of Executive's execution ’s and Heat’s undertakings contained in this Agreement including executing the releases identified in Section 3: a. The parties acknowledge that Executive has been paid all of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Twenty Executive’s accrued base salary and expense reimbursements owed and Five Thousand One Hundred Forty Nine Dollars and No/100 Four Cents ($5,149.04 (which is forty two (42) hours)) pay for accrued vacation pay owed (the “Accrued Vacation Pay”), which was the only Accrued Vacation pay owed to Executive. b. Subject to the provisions of the next two sentences, Heat shall, pay Executive Eighty Five Thousand Dollars ($225,000.00) 85,000 (the "Severance Payment I"which is four months’ severance)), all of which shall be payable reduced by any and all payroll, Medicare, Social Security, state and federal taxes or other deductions that the Company is obligated to make. Payment shall be paid to Executive in substantially equal monthly payments on the same payroll schedule that was applicable to Executive immediately prior to the Executive no later Effective Date and shall commence on the first such payroll date that is more than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in seven days after the Effective Date. Payment under this Section 7(f2(b) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made provided Executive has executed, complied with, and not revoked this Agreement and General Release. c. The severance payments described in this Sections 2 of this Agreement offered to Executive by the Corporation's check Company are payable in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). For purposes of Code Section 409A, Executive’s right to receive any installment payments under this letter (whether pay in lieu of notice, severance payments, State Continuance premiums, reimbursements or otherwise) shall be delivered by the Corporation treated as a right to Executive on or before the date that the relevant receive a series of separate payments and, accordingly, any installment payment is duehereunder shall at all times be considered a separate and distinct payment. The Severance Payments shall also be All payments and benefits under this Agreement are subject to all applicable withholding taxes. Executive hereby acknowledges withholdings and deductions d. The parties agree that the Severance Payments include all monies payable to him by the Corporationno salary, includingbenefits, without limitationbonus payment, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding or other payments or additional monies beyond the preceding sentence, however, the Corporation sums identified in this Section 2 will reimburse Executive for unreimbursed business expenses incurred be made by Executive prior to the Termination Date in accordance with customary Corporation practices. (b) In the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay Heat to Executive or on Executive’s behalf and the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following parties agree that no salary, benefits, bonus payment or other payments beyond the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Feesums identified in this Section 2 are owing.

Severance Compensation. (a) In consideration the event that Employee's employment with the Company is terminated by Employee for "good reason" (as defined below) during the initial three years after the Prior Effective Date, and provided that Employee complies with the provisions of ExecutiveSection 9 hereof, Employee will enter into a twelve-month consulting agreement at Employee's execution Base Salary as of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) the date of the termination of Employee's employment (the "Severance Payment ITermination Date"). Following the termination of such consulting agreement, which shall be Employee will receive severance payments from the Company for 24 months at Employee's Base Salary as of the Termination Date, payable in equal monthly installments. If Employee's employment is terminated by Employee for "good reason" subsequent to the Executive no later initial three years of employment after the Prior Effective Date, and provided that Employee complies with the provisions of Section 9 hereof, Employee will enter into a twelve-month consulting agreement at Employee's Base Salary as of the Termination Date. Following the termination of such consulting agreement, Employee will receive severance payments from the Company for twelve months at Employee's Base Salary as of the Termination Date, payable in equal monthly installments. In the event Employee's employment with the Company is terminated by the Company for any reason other than January 2"cause" (as defined below) after April 30, 2002, and provided Employee complies with the provisions of Section 9 hereof, Employee will receive severance payments from the Company for the period through June 30, 2003, provided that Executive shall not have revoked his agreement hereto at Employee's Base Salary as set forth of the Termination Date, payable in equal monthly installments. Upon any termination of Employee's employment covered by this Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 18(a), payment for accrued and unused vacation daysall options to purchase Company stock granted to Employee after the Effective Date shall continue to vest until the later of June 30, holiday pay2003 or the end of any consulting or severance periods. Upon any termination of Employee's employment covered by this Section 8(a), sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive all options to purchase Company stock granted to Employee prior to the Termination Effective Date in accordance with customary Corporation practicesshall be immediately vested. (b) In For purposes of this Agreement, "cause" shall mean (i) Employee's continuous and willful inattention to Employee's duties after at least one written notice of same has been given to Employee and Employee has been given an opportunity to cure the event that same within thirty days after such notice; (ii) any breach by Employee of Section 9 of this Agreement; (iii) any act committed by Employee with respect to the property or the business of the Company which constitutes gross recklessness, willful or gross misconduct or fraud; or (iv) criminal conduct which has caused material injury to the Company and which could reasonably result in conviction of a felony which involves fraud, dishonesty or moral turpitude, excluding from the definition of "Change of Controlcause," (without limitation, such events as such term was defined are stated not to constitute "cause" in the Employment Agreementfollowing sentence. Employee shall not be considered to have been terminated for "cause" if terminated by the Company solely (a) shall be consummated as a result of Employee's bad judgment or negligence, (b) because of any act or omission believed by Employee in good faith to have been in or not opposed to the best interests of the Company (without intent of gaining therefrom directly or indirectly a profit to which Employee was not legally entitled) and reasonably believed by Employee not to have been improper or unlawful, (c) because of an act or omission in respect of which a determination could properly have been made by the Board that Employee met the applicable standard of conduct prescribed for indemnification or reimbursement under the bylaws or charter of the Company, or the laws of the State of Washington, in each case in effect at the time of such acts or omissions, or (d) because of any time within act or omission with respect to which notice of termination is given more than twelve (12) months after the Termination Date, then earliest date on which a non-employee director of the Corporation shall pay Company who is not a party to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date such act or omission knew or should have known of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering act or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Feeomission.

Severance Compensation. (a) In consideration Upon termination of Executive's execution ’s employment prior to expiration of this Agreementthe Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive a lump sum payment any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to Two Hundred Twenty Five Thousand Executive’s Base Salary during the prior six months and No/100 Dollars ($225,000.00) Bonus and Override Bonus during the prior six months (the "Severance Payment I"“Separation Period”), which shall be payable to as in effect as of the Executive no later than January 2, 2003date of termination (the “Separation Payment”), provided that Executive shall not have revoked executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and complies with his agreement hereto other obligations under this Agreement as set forth provided in Section 7(f) below12 and 13 hereof, as a condition to such Separation Payment. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practices. (b) In the event that a "Change either party provides the other party with written notice not to renew this Agreement at least three (3) months prior to the expiration of Control" (the Employment Period pursuant to Section 2 and the Company, after such notice, terminates Executive’s employment prior to the expiration of the Employment Period, the date of termination for purposes of this Section 6 shall be construed to be the expiration of the Employment Period; the effect of which shall be that Executive shall continue to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement through the stated Employment Period after which the Severance Compensation as such term was defined specified in this Section 6 shall commence. For purposes of illustration, in the Employment Agreement) shall be consummated at any time within twelve (12) months after the Termination Dateevent that Executive notifies Company on September 15, then the Corporation shall pay 2017 of his intention not to Executive the sum of Thirty Thousand renew this Agreement and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentenceCompany, on September 16, 2017 terminates Executive’s employment, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement in full through December 31, 2017 as if still employed by Company with the Severance Compensation specified in this Section 6 to commence on January 1) Success Fee, 2018. In addition, the Executive’s cost of COBRA coverage will be covered for a period of six months following the date of termination. The Separation Payment shall be paid in accordance with the customary payroll practices of the Company.

Severance Compensation. (a) In consideration of Executive's ’s undertakings contained in this Agreement, Aceto shall: a. Pay Executive, as soon as practical after the Effective Date of this Agreement, any accrued base salary and expense reimbursement under Paragraph 2(b) of the Employment Agreement and remaining unpaid as of the Effective Date of this Agreement. Any expense reimbursements are subject to Xxxxx’x practices regarding reimbursements and must be submitted with receipts within thirty (30) days of the Effective Date of this Agreement to Xx. Xxxxxxxx and approved in accordance with Xxxxx’x practices before they will be paid; b. Pay Executive the pro-rated amount of Four Hundred Forty-Six Thousand One Hundred Ninety Dollars ($446,190) per year in equal installments, on a biweekly basis, commencing on Xxxxx’x first regular pay-period after the Effective Date of this Agreement, through March 23, 2012. The first and final payment may be unequal amounts to account for the pro-ration of the Four Hundred Forty-Six Thousand One Hundred Ninety Dollars ($446,190): Payments under this Paragraph 2(b) shall cease in the event that Executive materially breaches this Agreement. i. In the event that Executive materially violates the terms of this Agreement, Aceto shall have no obligation to make further payments as of the date of such employment, except base pay accrued prior to his resignation. ii. In the event that Executive obtains work with a person or entity that competes with Aceto or an Aceto-Related Party but does not breach this Agreement, payment under Paragraph 2(b) shall be reduced by the compensation Executive receives for such employment. iii. In the event Aceto does not learn of the employment identified in Paragraph 2(b)(ii) until after it has made a payment or payments pursuant to this Paragraph 2(b), Executive shall return any compensation to which he was not entitled under Paragraph 2(b)(ii) of this Agreement. c. Pay Executive one million and one dollars ($1,000,001.00) less any legally required deductions by wire transfer by the close of business on the eighth (8th) day after the execution of this Agreement, provided Executive shall receive a lump sum complies with the terms of this Agreement and has not revoked or materially breached it. The payment equal made under this Paragraph 2(c) is in consideration for Executive’s obligations under this Agreement and is not related to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (prior services rendered by Executive. d. Provide Executive with the "Severance Payment I")following benefits through March 23, which shall be payable 2012, to the Executive no later than January 2extent permitted under the particular plan and/or applicable law and in accordance and under the terms then existing and in effect for all executive employees of Aceto under the particular plan and/or applicable law: i. Medical Insurance, 2003including dental, equivalent to that provided to active employees at Aceto will be provided to Executive, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with timely remits the initial payment employee share of Severance Payment I and representing an advance for healththe premiums, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentenceprovided, however, that in the Corporation event that Executive obtains medical insurance acceptable to him, for which Aceto will reimburse Executive up to $29,000 for unreimbursed business expenses incurred by the cost of such insurance through March 23, 2012 and Aceto shall have no further obligation to provide medical insurance coverage; ii. Life Insurance; iii. Contributions to his Supplemental Executive prior to Retirement Plan prorated through the Termination Date end of March 23, 2012; iv. 401(k) contributions in accordance with customary Corporation practicesthe applicable 401(k) plan prorated through the end of the March 23, 2012; x. Xxxxx will facilitate Executive’s 401(k) rollover and the Executive’s prompt receipt of funds from his Supplemental Executive Retirement Plan in accordance with the applicable law. (b) vi. In the event that a "Change of Control" (as such term was defined Executive is not eligible or becomes ineligible to participate in the Employment benefits set out in Paragraphs 2(d)(iii) and (iv) of this Agreement) , Aceto will pay the cash equivalent annually, when normally paid to employees. x. Xxxxx agrees to cooperate with Executive and to reasonably assist him in responding to any claim made by the New York Department of Revenue and Taxation during the term of this Agreement. Aceto shall be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting withhold from any securities offering amounts payable under this Agreement (such as federal, state or fund-raising conducted by local taxes and contributions for benefits) as may be required to be withheld pursuant to any applicable law or for regulation or benefit plan or program in which Executive participates under this Agreement, as well as any sums due from Executive to Aceto. x. Xxxxx shall make a contribution of $10,000.00 to the benefit Xxxxxx Torah Foundation, within 10 days of the Corporation. Executive shall not be entitled to receive more than one (1) Success Feeexecution of this Agreement.

Severance Compensation. Notwithstanding the above if (i) Executive is terminated by the Company without Cause, (ii) Executive terminates Executive’s employment due to Constructive Termination, or (iii) Executive’s employment terminates as a result of his Disability, the Company will provide Executive the following compensation: (a) In consideration The Company will (i) pay Executive the Accrued Obligations through the date of termination, (ii) subject to Section 6(b) below, pay Executive's execution ’s continued Base Salary and Plan Benefits on a monthly basis for a period of this Agreementtwelve (12) months, following the date of termination, including reimbursing Executive for all COBRA premium continuation payments for Executive and his eligible dependents for every benefit for which COBRA is applicable, for a period of twelve (12) months following the date of termination, and (iii) subject to Section 6(b) below, permit Executive’s outstanding restricted stock units to continue to vest in accordance with their terms as though Executive had not terminated employment (the compensation, benefits and continued vesting under Section 6(a)(ii) and (iii) hereof are collectively, “Severance Compensation”). If Executive is eligible to receive disability payments pursuant to a disability insurance policy paid for by the Company, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable assign such benefits to the Company for all periods as to which Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum is receiving payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practicesunder this Letter Agreement. (b) In The provision of the event that foregoing severance in Section 6(a)(ii) and (iii) above is conditioned upon Executive’s continued compliance with the surviving terms of this Letter Agreement and the IP Agreement, and Executive executing, delivering to the Company and not revoking a "Change signed general release and non-disparagement agreement (the “Waiver and Release of Control" (as such term was defined Claims” in the Employment form attached hereto as Exhibit A) within sixty (60) days following his termination of employment. Notwithstanding anything to the contrary in this Letter Agreement, if the above sixty (60) day release period straddles two (2) calendar years, no severance benefits shall be consummated at paid to the Executive until the second calendar year (with any time within twelve (12) months after missed severance payments being paid to the Termination Date, then Executive on the Corporation shall pay to Executive first payroll date occurring in the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Feesecond calendar year).

Severance Compensation. (a) In consideration Upon termination of Executive's execution ’s employment prior to expiration of this Agreementthe Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive a lump sum payment any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Company policy and an amount equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) Executive’s Base Salary, as in effect as of the date of termination for the balance of the Employment Period (the "Severance Payment I"“Separation Period” and the payment, the “Separation Payment”), which shall be payable to the Executive no later than January 2, 2003, provided that Executive (a) executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by the Executive shall not have revoked passed or expired, and (b) complies with his agreement hereto other obligations under this Agreement as set forth provided in Section 7(f) below13 and 14 hereof, as a condition to such Separation Payment. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Separation Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by paid in accordance with Section 12(d)(3. Subject to the Corporation's check Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to be delivered by the Corporation to Executive on or before Company’s group health insurance plans in which the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive Employee participated immediately prior to the Termination Date in accordance termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with customary Corporation practices. pre-tax dollars), the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (bx) In the event that a "Change of Control" Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (as such term was defined in the Employment Agreementy) shall be consummated at any time within twelve six (126) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing termination date of (the benefits provided under this clause (ii), the “Medical Continuation Benefits”) or until such transaction. Notwithstanding the preceding sentence, time as Executive shall not be entitled to a Success Fee resulting obtain reasonably equivalent benefits from any securities offering subsequent employment or fund-raising conducted by or for the benefit of the Corporation. Executive shall not be entitled to receive more than one (1) Success Feespousal benefits.

Severance Compensation. (a) In consideration Upon termination of Executive's execution ’s employment prior to expiration of this Agreementthe Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled to receive a lump sum payment equal to Two Hundred Twenty Five Thousand any and No/100 Dollars ($225,000.00) (all reasonable expenses paid or incurred by the "Severance Payment I"), which shall be payable Executive in connection with and related to the Executive no later than January 2performance of his duties and responsibilities for the Company during the period ending on the termination date, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for any accrued and but unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding time through the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date termination date in accordance with customary Corporation practices. (b) In Company policy and an amount equal to 100% of the event that a "Change sum of Control" (as such term was defined in Executive’s then-current Base Salary and current Annual Bonuses earned during the Employment Agreement) shall be consummated at any time within prior twelve (12) months after (the Termination Date“Separation Period”), then immediately prior to the Corporation date of termination (the “Separation Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and complies with his other obligations under this Agreement as provided in Section 14 and 15 hereof, as a condition to such Separation Payment. Subject to the terms hereof, one-half of the Separation Payment shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") be paid within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit execution and delivery of the Corporationaforementioned release and the balance of the Separation Payment shall be paid in accordance with the customary payroll practices of the Company, provided, however, that following the occurrence of the Change of Control the Separation Payment shall be payable within ninety (90) days of the termination of this Agreement and the employment of Executive for Good Reason (as defined below) following the Change of Control. Executive shall not be entitled Subject to receive more than one the Executive’s (1) Success Feetimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Company shall promptly reimburse Executive for the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) twelve (12) months following the termination date (the benefits provided under this clause (ii), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.

Severance Compensation. (a) In consideration exchange for Employee’s release of Executive's execution of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand claims and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as other commitments set forth in Section 7(fthis Separation Agreement, the Company will (A) below. The Executive shall also receive a lump sum payment pay Employee an amount equal to Fourteen Thousand Forty$150,000 (the “Salary Continuation”), less applicable federal, state and local taxes and any other mandatory or employee-Five and No/100 Dollars ($14,045.00) authorized payroll deductions, payable contemporaneously in substantially equal installments over a period of six months following the Separation Date in accordance with the initial payment Company’s normal payroll practices; and (B) subject to Employee’s timely election of Severance Payment I and representing an advance for health, lifeCOBRA coverage under the Company’s medical, dental, vision and short prescription drug plans in which Employee (and long term disability Employee’s eligible dependents, if applicable) participated as of the Separation Date, the Company will pay 100% of the COBRA premiums on behalf of Employee (and Employee’s eligible dependents, if applicable) for up to six months following the Separation Date; provided, that the payment of such COBRA premiums will cease as of the date Employee becomes covered by group health insurance costs in connection with new employment. The Company’s payment of COBRA premiums will be taxable income for one year ("Severance Payment II")Employee. (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall first installment of Salary Continuation will be made by on the Corporation's check first payroll date to be delivered by occur after the Corporation thirtieth (30th) day after the Separation Date (the “First Payment Date”), and will include all payments of Salary Continuation that otherwise would have been made prior to Executive on or before the date that First Payment Date during the relevant payment is duethirty-day period following the Separation Date. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby Employee expressly acknowledges that Employee is not otherwise entitled to the Severance Payments include all monies payable to him by compensation outlined in the Corporationfirst paragraph of this Paragraph 2 and that such compensation serves as adequate consideration for Employee’s release of claims and other commitments set forth in this Separation Agreement. Employee acknowledges that he is not entitled to, nor shall he accrue or be eligible for, compensation of any nature other than that set forth in this Paragraph 2 from the Company, including, without limitation, wages (other than as specified in Section 1)any salary, payment for accrued and unused vacation days, holiday pay, sick benefits or consideration, as of the Separation Date based upon his prior employment with the Company. The Company will not be obligated to pay to Employee the Salary Continuation and severance paythe COBRA premiums set forth in this paragraph unless and until Employee executes and does not revoke this Agreement in accordance with Paragraph 14 herein. Notwithstanding the preceding sentenceforegoing, howeverin addition to Employee's final regular payroll disbursement for work performed through the Separation Date, Employee will be paid for any unused accrued vacation days/paid time off as of the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date Separation Date, in accordance with customary Corporation practices. (b) In the event that a "Change of Control" (as such term was defined Company policy. Payment for unused earned vacation days/paid time off is subject to applicable state, federal or any other mandatory or employee-authorized deductions. Notwithstanding anything in the Employment Agreement) applicable Restricted Stock Units Agreement to the contrary, the 3,125 Restricted Stock Units that were scheduled to vest on September 4, 2017 shall vest on the Effective Date. Further, nothing herein shall alter Employee's right to be consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering indemnified as an officer or fund-raising conducted by or for the benefit director of the Corporation. Executive shall not be entitled Company (or any of its subsidiaries) pursuant to receive more than one (1) Success Feethe Director and Officer Indemnification Agreement, dated as of May 12, 2016 or the constituent documents of the Company and/or its subsidiaries.

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless Executive’s employment is terminated for Cause or Executive terminates his or her employment without Good Reason, then: (a) In consideration of Executive's execution of this Agreement, Executive shall be entitled to receive a lump sum payment equal to Two Hundred Twenty Five Thousand any and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on all reasonable expenses paid or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior in connection with and related to the Termination Date performance of his or her duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with customary Corporation practices. (b) In Company policy and an amount equal to a portion of the event that a "Change of Control" (as such term was defined in Executive’s Base Salary during the Employment Agreement) shall be consummated at any time within prior twelve (12) months after as described below (the Termination Date“Separation Period”), then as in effect as of the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of termination (the “Separation Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such transaction. Notwithstanding the preceding sentence, release by Executive shall not have passed or expired; and subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for paid in in accordance with the benefit customary payroll practices of the Corporation. Executive shall not be entitled Company; and (b) Subject to receive more than one Executive’s (1) Success Feetimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his or her eligible dependents until the earliest of (x) Executive or his or her eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) twelve (12) months following the termination date (the benefits provided under this clause (b), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits. (c) The Separation Payment described in Section 6(a) above shall be the remaining salary that would otherwise be paid in the contract period but not less than twelve (12) months of salary in the form of the Separation Payment.

Severance Compensation. (a) In consideration of Executive's connection with the execution of this AgreementSeparation Agreement and Release, the undersigned’s employment with the Company will terminate effective July 27, 2007 (“Termination Date”). It is stipulated and agreed that the Company shall pay, provide and/or grant the undersigned all compensation and benefits set forth under the Severance Agreement for a “Termination During the Retention Period by the Company Without Cause or by the Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars for Good Reason” ($225,000.00) (the "Severance Payment I"), which shall be payable including but not limited to the Executive no later than January 2severance payments under Section 6(b) of the Severance Agreement) and for accrued but unused vacation pay, 2003, provided that Executive shall not have revoked his agreement hereto as the undersigned is also entitled to the Bonus set forth in Section 7(fthe Change In Control Retention Bonus Plan (“Plan”) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five dated April 27, 2006, and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that Company will make payments and grants under the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued Agreement and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date Plan in accordance with customary Corporation practices. the terms and conditions of those documents. Moreover, the Company will pay any “Annual Bonus” under the first sentence of Section 6(b) based on the target level in effect for the undersigned, president and chief operating officer, per the Fiscal Year 2007 Bonus Plan (b) In 70%). It is further stipulated and agreed that in accordance with the event that a "Change terms of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within twelve (12) months after Company’s 2006 Equity Incentive Plan, upon the Termination Date, then all unvested stock options granted to the Corporation undersigned by the Company will be forfeited without further action on the part of any party. Accordingly, the stock options received by the undersigned on February 16, 2007 have been cancelled on the Company’s records. As a result of the transfer of the undersigned’s shares of Company common stock to the Company and the cancellation of the undersigned’s stock options, it is acknowledged by both parties hereto that the undersigned will no longer have any rights or obligations under the Stockholders Agreement dated as of October 31, 2007 and as amended and restated on February 16, 2007, or the Registration Rights Agreement dated October 31, 2007, each among the Company and certain of its stockholders. Notwithstanding the foregoing, because of the impracticability of the Company’s providing the benefits described in Section 4(e) of the Severance Agreement for a period of more than eighteen (18) months following the date of separation from service of the undersigned, the Company shall provide such benefits to the extent required under Section 6(b)(iii) of the Severance Agreement during such eighteen-month period and in lieu of the continuation of such benefits for the balance of the Continuation Period referenced in Section 6(b)(iii) of the Severance Agreement shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") undersigned, within ten (10) business days following the closing date Release Effective Date, an amount equal to the Company’s aggregate current cost of providing such transaction. Notwithstanding benefits at such level during such balance of the preceding sentence, Executive shall not be entitled Continuation Period to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit similarly situated active employee of the CorporationCompany. Executive shall not The undersigned further acknowledges and agrees that additional steps may be entitled required to receive more than one (1) Success Feebring the Severance Agreement into conformity with regulations under Section 409A of the Internal Revenue Code and that, subject to the provisions of Section 13 of the Severance Agreement, he will cooperate with the Company to make any such changes.

Severance Compensation. (a) In consideration Upon termination of Executive's execution of this Agreement’s employment during the Employment Period by the Company, other than for Cause or by the Executive for Good Reason, Executive shall receive a lump sum payment the severance benefits described in this Section 6. (a) Executive shall receive an amount equal to Two Hundred Twenty Five Thousand six (6) months of Executive’s monthly Base Salary in effect as of the date of termination plus the pro-rata Annual Bonus amount of thirty percent (30%) of annual Base Salary, (the “Separation Payment”); provided, that no later than fifty (50) days after Executive terminates employment he executes an agreement releasing the Company and No/100 Dollars its affiliates from any liability associated with this Agreement substantially in the form attached as Exhibit A ($225,000.00or such other form mutually agreed upon by the parties ) (the "Severance “Release”) and all time periods imposed by law permitting cancellation or revocation of such Release by Executive shall have passed or expired. Subject to anything to the contrary in Section 11(d)(3) and Section 15, the Separation Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date paid in accordance with the customary Corporation practicespayroll practices of the Company with the first payment made on the payroll date that first follows the date the revocation period of the Release has ended (without any revocation by Executive). (b) In Subject to Executive’s timely election of continuation coverage under the event that a "Change Consolidated Omnibus Budget Reconciliation Act of Control" 1985, as amended (as such term was defined “COBRA”), with respect to the Company’s group health insurance plans in which the Employment AgreementExecutive (and his spouse and other dependents) shall be consummated at any time within twelve participated immediately prior to the termination date (12) months after the Termination Date“COBRA Continuation Coverage”), then the Corporation shall pay to Company will reimburse Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of amount Executive pays for COBRA Continuation Coverage for himself and his spouse and other dependents during the CorporationPremium Reimbursement Period (the “COBRA Premium Reimbursements”). The “Premium Reimbursement Period” is the period that begins on the date Executive shall not be entitled to receive more than one terminates employment and ends on the earlier of: (1) Success Feethe sixth (6th) month after the termination date and (2) the date on which Executive’s eligibility for COBRA Continuation Coverage under the Company’s group health plans ends (which may be the date on which Executive becomes covered by another employer’s group health plan because of reemployment or otherwise).

Severance Compensation. (a) In consideration of Executive's execution of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive Employee hereby acknowledges the termination of Employee’s employment with ENRGI and all offices and positions with ENRGI and all of its affiliates, all effective as of the Separation Date. Employee confirms that the Severance Payments include he has received all monies wages and other compensation payable to him by for his services before the CorporationSeparation Date. In addition, includingEmployee and the Company acknowledge that, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practicesSeparation Date, Employee incurred certain business expenses on the Company’s behalf and Employee acknowledges that he has filed his final expense report for the same and has been reimbursed for all such eligible expenses. (b) In The “Effective Date” of this Agreement shall be the event that a "Change date seven days after the Agreement is signed by both parties and not revoked by Employee. (c) If Employee does not timely exercise his right of Control" (as such term was defined revocation under paragraph 15(b), below: i. ENRGI shall pay Employee severance compensation in the Employment Agreement) gross amount of 6 months of Employee’s base salary ($128,500), which amount shall be consummated at any payable in equal installments, less applicable withholdings, over a six month period of time within twelve on each regular Company pay dates, commencing with the first regular pay period following the Effective Date; ii. ENRGI shall pay Employee a lump sum payment in the amount determined as the pro-rata portion of his fiscal year 2008 bonus (12e.g. both the Company performance portion and the individual performance portion) months after for the Termination period of his service commencing January 2, 2008 and ending on the Separation Date, then less applicable withholdings; provided, however, that the Corporation payment shall be made on a date determined by the Company no later than March 15, 2009; iii. Employee has made a timely election, pursuant to COBRA, to continue his participation in group medical benefits programs sponsored by Company. The Company shall pay the costs associated with the continuation of group medical benefits until December 31, 2009 (the “Transition Period”). The right to Executive continued coverage paid for by the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive Company shall not be entitled subject to liquidation or exchange for another payment or benefit. Company shall gross up such amounts to cover taxes so that COBRA payments during the Transition Period shall represent no net cost to Employee. To the extent that Employee has made COBRA payments for December 2008, January or February 2009, the Company shall reimburse Employee for such payments by payment of a lump sum payment on a date determined by the Company no later than March 15, 2009. Employee may continue his participation following the end of the Transition Period, at his own cost, in accordance with and to the extent permitted by COBRA; iv. At Employee’s election, the Company will provide Employee with outplacement services either (a) through an outplacement firm to be determined by the Company for 90 days, at a maximum cost to the Company of $15,000 provided that Employee starts utilizing these services within 60 days of the Effective Date or (b) by reimbursing Employee for the costs of outplacement services up to a Success Fee resulting from any securities offering or fund-raising conducted by or for maximum of $15,000, at an outplacement firm of Employee’s choosing, provided that the benefit outplacement services are performed and eligible expenses are submitted to the Company within 90 days of the Corporation. Executive shall not be entitled to receive more than one (1) Success Fee.Effective date; and

Severance Compensation. (a) In consideration Upon termination of Executive's execution of this Agreement’s employment during the Employment Period by the Company, other than for Cause or by the Executive for Good Reason, Executive shall receive a lump sum payment the severance benefits described in this Section 6. (a) Executive shall receive an amount equal to Two Hundred Twenty Five Thousand twelve (12) months of Executive’s monthly Base Salary in effect as of the date of termination plus the pro-rata Annual Bonus amount of sixty percent (60%) of annual Base Salary, (the “Separation Payment”); provided, that no later than fifty (50) days after Executive terminates employment he executes an agreement releasing the Company and No/100 Dollars its affiliates from any liability associated with this Agreement substantially in the form attached as Exhibit A ($225,000.00or such other form mutually agreed upon by the parties ) (the "Severance “Release”) and all time periods imposed by law permitting cancellation or revocation of such Release by Executive shall have passed or expired. Subject to anything to the contrary in Section 11(d)(3) and Section 15, the Separation Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date paid in accordance with the customary Corporation practicespayroll practices of the Company with the first payment made on the payroll date that first follows the date the revocation period of the Release has ended (without any revocation by Executive). (b) In Subject to Executive’s timely election of continuation coverage under the event that a "Change Consolidated Omnibus Budget Reconciliation Act of Control" 1985, as amended (as such term was defined “COBRA”), with respect to the Company’s group health insurance plans in which the Employment AgreementExecutive (and his spouse and other dependents) shall be consummated at any time within twelve participated immediately prior to the termination date (12) months after the Termination Date“COBRA Continuation Coverage”), then the Corporation shall pay to Company will reimburse Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of such transaction. Notwithstanding the preceding sentence, Executive shall not be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for the benefit of amount Executive pays for COBRA Continuation Coverage for himself and his spouse and other dependents during the CorporationPremium Reimbursement Period (the “COBRA Premium Reimbursements”). The “Premium Reimbursement Period” is the period that begins on the date Executive shall not be entitled to receive more than one terminates employment and ends on the earlier of: (1) Success Feethe twelfth (12th) month after the termination date and (2) the date on which Executive’s eligibility for COBRA Continuation Coverage under the Company’s group health plans ends (which may be the date on which Executive becomes covered by another employer’s group health plan because of reemployment or otherwise).

Severance Compensation. Upon termination of Executive’s employment prior to expiration of the Employment Period unless Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, then: (a) In consideration of Executive's execution of this Agreement, Executive shall be entitled to receive a lump sum payment equal to Two Hundred Twenty Five Thousand any and No/100 Dollars ($225,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Fourteen Thousand Forty-Five and No/100 Dollars ($14,045.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on all reasonable expenses paid or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior in connection with and related to the Termination Date performance of his duties and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with customary Corporation practices. (b) In Company policy and an amount equal to Executive’s Base Salary and bonuses, if any, during the event that a "Change of Control" (as such term was defined in the Employment Agreement) shall be consummated at any time within prior twelve (12) months after (the Termination Date“Separation Period”), then (due and payable subject to Section 15 below) as in effect as of the Corporation shall pay to Executive the sum of Thirty Thousand and No/100 Dollars ($30,000.00) ("Success Fee") within ten (10) business days following the closing date of termination (the “Separation Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such transaction. Notwithstanding the preceding sentence, release by Executive shall not have passed or expired; and subject to anything to the contrary in Section 11(d)(iii), the Separation Payment shall be entitled to a Success Fee resulting from any securities offering or fund-raising conducted by or for paid in in accordance with the benefit customary payroll practices of the Corporation. Executive shall not be entitled Company; and (b) Subject to receive more than one Executive’s (1) Success Feetimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (x) Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) twelve (12) months following the termination date (the benefits provided under this clause (b), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.