Common use of Stock Options Clause in Contracts

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on On the Effective Date (the "First Tranche") andDate, subject to the approval by the Company's shareholders ’s Board of Directors and stockholders, Employee shall be granted options (the amendments “Initial Options”) to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase Twenty-Five Thousand (25,000) shares of Common Stock on of the first anniversary Company with an exercise price equal to the price of the shares of Common Stock sold in the Offering. The Initial Options will be immediately exercisable but, to the extent they are exercised, will be subject to a repurchase right of the Company which will lapse as follows: 50% of the Initial Options and shares will vest six (6) months after the Effective Date and the remaining 50% will vest twelve (12) months after the "Second Tranche" andEffective Date. At twelve (12) months from the Effective Date, collectively with the First Tranche, the "Option Awards"). Each Option Award Employee shall be granted at additional options (the “Subsequent Options”) to purchase Twelve Thousand Five Hundred (12,500) shares of common stock of the Company that are not immediately exercisable and which shall vest six (6) months from the date of grant have an exercise price as set forth in equal to the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) closing price of the SOP or any successor plan thereto; Common Stock on the date of grant. The Initial Options and Subsequent Options shall expire five (5) years after their respective grant dates provided, however, that Employee remains continuously employed by the fourth and fifth sentences of Section 8(a) of Company during the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal applicable five year following the fiscal year in which the Effective Date has occurredperiod. In the event that the shareholders Employee is terminated without “Cause” pursuant to Section 5.3 below or the Employee terminates his employment for Good Reason pursuant to Section 5.1(ii) below, then all Initial Options or shares, as applicable, and Subsequent Options that are not vested shall immediately vest on the date of termination. All options that are vested at the time of termination of employment must be exercised within thirty (30) days of termination of employment, provided, however, that all options may be immediately cancelled by the Company do not approve the amendments if Employee terminates his employment pursuant to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another Section 5.1(i) below or if Employee’s employment is terminated for “Cause,” as defined in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPSection 5.2 below.

Stock Options. The Company shall grant hereby grants to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First TrancheSTOCK OPTIONS") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 3,910,000 shares of Common Stock on the first anniversary of the Effective Date Company. The Stock Options shall be granted pursuant to a stock option award agreement or agreements between Executive and the Company substantially in the form attached hereto as Exhibit "B" (the "Second Tranche" and, collectively with the First Tranche, the "Option AwardsSTOCK OPTION GRANTS"). Each Option Award The exercise price for such Stock Options shall be granted at an exercise price equal to $23.00 per share of Common Stock. Subject to the terms and provisions of the Stock Option Grants, the Stock Options shall become exercisable on the dates indicated below as to that number of shares of Common Stock of the Company as set forth below opposite each such date. Date Number of Shares ------------- ---------------- July 2, 2000 977,500 April 2, 2001 977,500 April 2, 2002 977,500 April 2, 2003 977,500 The foregoing schedule to the contrary notwithstanding, the Stock Options shall become fully and immediately exercisable in the SOP event the Employment Term terminates prior to the Expiration Date by reason of termination of the Executive's employment hereunder by Executive for Good Reason or by the Company without Cause (as such terms are hereinafter defined). The Stock Options shall in all events expire on the date ten years after the Commencement Date, if not terminated or canceled earlier. The Executive shall be permitted to transfer the Stock Options to the Executive's immediate family members and/or lineal descendents (or a trust or family limited partnership established solely for the benefit of any successor plan theretosuch immediate family member and/or lineal descendent). Except as provided Notwithstanding anything in Section 8.2(b) the Stock Option Grants to the contrary, to the extent any provisions contained therein are inconsistent with or differ from the explicit terms and conditions of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of this Agreement shall control. To the SOP extent this Agreement does not specifically address an issue or any successor plan thereto, subject, however, to term set forth in the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual MeetingOption Grants, then the Executive provisions and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement terms of the SOPStock Option Grants shall apply.

Stock Options. The Company shall grant to Executive nonqualified Incentive compensation in the form of 5-year non-qualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 an aggregate of 200,000 shares of the Company's ’s common stock. Of the foregoing stock options, options to purchase 97,000 shares of the Company’s common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in pursuant to the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this AgreementCompany’s 2001 Stock Option Plan, each Option Award shall vest in accordance with Section 8(a) and options to purchase 103,000 shares of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP Company’s common stock shall not apply be granted pursuant to the Option AwardsCompany’s 2005 Stock Incentive Plan. The Option Awards shall be set forth in award agreements consistent with If the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders stockholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting2005 Stock Incentive Plan by July 15, 2005 then the Executive options for the 103,000 shares granted under the 2005 Stock Incentive Plan will be cancelled and the Company will, on the date of such cancellation, issue to Factor a 5-year stock purchase warrant (the “Warrant”) having the same exercise price as the options granted under the 2005 Stock Incentive Plan and a similar cashless exercise provision. A registration statement on Form S-8 for the 2005 Stock Incentive Plan (and the options granted to Factor) will consult one another in good faith be filed within by no later than July 31, 2005. If the Company issues the Warrant to Factor, the Company shall cause a registration statement registering the shares of common stock underlying the Warrant to be filed with the Securities and Exchange Commission by no later than July 31, 2005. The options will have an exercise price of $1.65 per share (the closing market price of the common stock on the Effective Date) and will use their reasonable best efforts have the cashless exercise provision permitted under the 2001 Stock Option Plan. Options to arrive at a mutually agreeable substitution purchase 80,000 shares will vest on the Effective Date, and the options for the Second Tranche which would put remaining 120,000 shares will vest in monthly installments of 6,000 shares commencing on April 1, 2005. The vesting of these options will be accelerated to be immediately and fully (100%) vested when the Company and recruits a CEO who is hired by the Executive Board of Directors. If Factor terminates this Agreement for any reason other than a breach by the Company, or if the Company terminates this Agreement “for cause” (as defined in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement Section 7.2 below) before all of the SOPremaining 120,000 options have vested, all unvested options will be forfeited. If the Company terminates this Agreement for any reason other than cause, the options will thereupon immediately and fully (100%) vest. Factor will, so long as Factor continues to be a member of the Board of Directors, have the remainder of the five year option term to exercise the options or, if Factor is no longer a member of the Board of Directors, then Factor will have one year after the termination date to exercise the options.

Stock Options. The Company Danka Business Systems shall grant to award Executive nonqualified stock options under with respect to not less than 150,000 American Depositary Shares representing ordinary shares of Danka Business Systems ("ADSs") in May, 1998. This award shall be made on a date at least two (2) trading days and not more than ten (10) trading days after the TechnitrolCompany has publicly announced its results for the fiscal year ended March 31, Inc. 2001 Stock 1998. Danka Business Systems shall also award Executive stock options with respect to an additional 350,000 ADSs in July, 1998, subject to approval by the shareholders at the 1998 Annual General Meeting of an amendment to the Danka Business Systems, PLC, 1996 Share Option Plan established under to increase the Company's Incentive Compensation Plan ("SOP") or limit on stock option awards to any successor plan thereto to purchase 360,000 shares individual. During the remainder of the Company's common Employment Period, during each March subsequent to 1998 (that is, during March 1999, March 2000, March 2001, and March 2002), Executive shall be granted additional stock ("Common Stock") on the Effective Date (the "First Tranche") andoptions with respect to an additional 125,000 ADSs, subject to the approval availability of sufficient ADSs and ordinary shares for such awards under stock option plans of the Company approved by the Company's shareholders shareholders, provided that Executive has continued his employment with the Company through the relevant grant date and has not given a Notice of Termination as defined in Section 11 below. All of the amendments foregoing stock options shall be subject to the following terms and restatement conditions, in addition to any terms imposed by Danka Business Systems' 1996 Share Option Plan: (a) Each award of options shall have a maximum ten (10) year term, and shall not be incentive stock options within the SOP in a manner consistent with meaning of Internal Revenue Code Section 422; (b) Each award of options shall be awarded at market price, so that the terms set forth on Exhibit B, option price payable by Executive upon exercise shall be equal to the market value of an additional 360,000 shares of Common Stock ADS on the first date the award was granted; (c) These options granted pursuant to this Section 7 prior to March, 2001 shall each vest on the fifth anniversary of the Effective Date date of grant, provided Executive's employment has continued through such date (or has been terminated upon terms acceptable to the "Second Tranche" andH.R. Committee). Notwithstanding the preceding sentence, collectively with one-third (1/3rd) of the First Trancheshares covered by each such option award granted before March 2001, shall vest on an accelerated basis if for any fiscal year of the Company which includes one of the first three anniversaries of the relevant date of grant the Company has achieved, on a cumulative basis, the "Option Awards"). Each Option Award shall be granted at an exercise price performance-related financial target for that period approved by the H. R. Committee, as set forth in writing in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) form of this Agreement, each Stock Option Award shall vest in accordance with Section 8(a) of Certificate approved by the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.H.R.

Stock Options. The On or as soon as practicable following the date on which this Agreement is actually executed, the Company shall will grant ▇▇. ▇▇▇▇▇ an option (the “2006 Option”), pursuant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto ’s 1997 Stock Plan, to purchase 360,000 an aggregate of 80,000 shares of the Company's common stock ("’s Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B$.01 par value per share, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price equal to the fair market value of such shares as of the date of such grant and otherwise on substantially the same terms and conditions as the option evidenced by the Non-Qualified Stock Option Agreement dated February 16, 2005 between the Company and ▇▇. ▇▇▇▇▇, except that (1) the terms of the 2006 Option shall specify that the 2006 Option, to the extent that it shall have become exercisable during the Employment Period, shall remain exercisable throughout the Consulting Period; and (2) all such options shall vest upon a change of control. The 2006 Option and all other options to purchase Company stock previously granted to ▇▇. ▇▇▇▇▇ (collectively, the “Options”) shall continue to be and become exercisable in accordance with the terms of the agreements (the “Option Agreements”) evidencing such Options and ▇▇. ▇▇▇▇▇ will continue to be able to exercise each such Option in accordance with the terms of the applicable Option Agreement until the earlier of (1) the expiration of the general term of the Option as set forth in the SOP applicable Option Agreement (prior to the amendment thereto to comply with this Section 3(c)) or any successor plan thereto. Except as provided (2) the later of the 15th day of the third month following the date at which, or December 31 of the calendar year in Section 8.2(b) of this Agreementwhich, each such Option Award shall vest would otherwise have ceased to be exercisable in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this the Option Agreement. For purposes Although the period during which vested Options may be exercised may be extended pursuant to this Paragraph 3(c), nothing in this Paragraph 3(c) shall be construed to mean that the vesting or exercisability of Section 6 any Options will be accelerated. The provision of any option with respect to vesting or the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in first date upon which the Effective Date has occurred. In option is exercisable shall be appropriately amended from time to time as necessary so that such provision is at least as favorable as those contained in any future change of control agreement made available to others or in the event that the shareholders employment agreement of the Company do not approve the amendments to and restatement any member of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPsenior management.

Stock Options. The Company Employee shall grant to Executive nonqualified stock options under be granted an option (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOPOption") to purchase from the Company all or any successor plan thereto to purchase 360,000 part of a total of 225,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit Bpar value $.001 per share, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in equal to the SOP or any successor plan thereto. Except as provided in Section 8.2(b) closing price of this Agreement, each Option Award shall vest in accordance with Section 8(athe Company's Common stock on the date of grant (the "Date of Grant") of the SOP or any successor plan thereto; provided, however, that Option. The Option will be an "incentive stock option" within the fourth and fifth sentences meaning of Section 8(a422 of the Internal Revenue Code. The Option will expire on the day prior to the tenth (10th) anniversary of the Date of Grant, or such earlier date as may be provided in the 1997 Stock Compensation Plan (the "Plan"). Subject to the provisions of Plan, the Option may be exercised as follows; on the date that is six (6) months from the Date of Grant, twenty-five percent (25.000%) of the SOP options granted shall not apply be vested, and thereafter beginning on the first day of the seventh month after the Date of Grant, one thirty-sixth (1/36) of the remaining portion shall vest on the first day of each month, from month to month, until fully vested. In addition to the Option Awardsforegoing stock option grant, Employee will be eligible to participate in the Company's stock option plan and therefore eligible for an annual grant of additional stock options, if any, that are awarded to all of the Company's employees. The Option Awards If Employee is terminated "without cause" under Section 6(d) above, then the effect of the termination of the Employee's employment on such options shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to determined by the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment Plan and the Second Tranche option agreement related to such Options. If Employee is terminated "for cause" under Section 6(c) above, then the Options shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredbe terminated. In the event that of a "Change of Control" as defined in the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual MeetingPlan while this Agreement remains in effect, then the Executive Options issued and outstanding to Employee shall immediately vest (100%), and the Company will consult one another in good faith and will use their reasonable best efforts to arrive Employee may exercise his options at a mutually agreeable substitution for any time during the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement original term of the SOPoption agreement (as defined therein), and such termination of this Agreement shall not cause termination or expiration of the Option.

Stock Options. The Company shall grant to Executive nonqualified stock options under the TechnitrolSo long as this Agreement remains in full force and effect, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, and subject to the approval by the Company's shareholders Board, the Employee will be granted the right and option to purchase up to One Hundred Twenty Three Two Hundred Fifty Four (123,254) shares (the “Shares”) of the amendments to and restatement Common Capital Stock of the SOP in a manner consistent with Company (the terms set forth on Exhibit B, “Stock”) at an additional 360,000 shares exercise price based upon the fair market value of the Common Stock on the first anniversary of date the Effective Date (grant is approved by the "Second Tranche" and, collectively with the First Tranche, the "Option Awards")Board. Each Option Award shall be The options granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award above shall vest in accordance with Section 8(athe following schedule: Thirty Thousand Eight Hundred Fourteen (30,814) options shall vest on September 18, 2019, and thereafter, an additional Two Thousand Two Hundred One (2,201) options shall vest monthly with the first monthly vesting occurring on October 18, 2019 and on the 18th day of each month thereafter occurring during the SOP or any successor plan thereto; providedEmployment Term. As a condition precedent to this grant, however, that the fourth Employee shall execute and fifth sentences of Section 8(a) of deliver the SOP shall not apply to Company’s standard form Incentive Stock Option Agreement and the Option Awards. The Option Awards grant shall be set forth in award agreements consistent with subject to the terms and conditions of the SOP or any successor plan theretoIncentive Stock Option Agreement and the Company’s Stock Option and Restricted Stock Plan. At such time as the parties agree to increase the Employee’s time commitment to forty (40) hours, subjectthe Employee will be granted the right and option to purchase up to an additional One Hundred Twenty Two Hundred Fifty Three (123,253) Shares of the Common Capital Stock of the Company at an exercise price based upon the fair market value of the Common Stock on the date the grant is approved by the Board. The additional options granted herein shall vest in accordance with the following schedule: Thirty Thousand Eight Hundred Fourteen (30,814) options shall vest six (6) months from the date that the Employee commenced working as a full time employee, howeverand thereafter, an additional Two Thousand Two Hundred One (2,201) options shall vest monthly with the first monthly vesting occurring on the 18th of seventh (7th) month following the Employee becoming a full time employee and on the like monthly anniversary date thereafter occurring during the Employment Term. As a condition precedent to this grant, the Employee shall execute and deliver the Company’s standard form Incentive Stock Option Agreement and the grant shall be subject to the terms of Section 8.5 of this Agreement. For purposes of Section 6 and conditions of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Incentive Stock issued in connection with Executive's recruitment Option Agreement and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Company’s Stock issued in connection with Executive's recruitment Option and of options for 220,000 shares of Common Restricted Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPPlan.

Stock Options. The Company shall grant Notwithstanding anything to Executive nonqualified stock options under the Technitrolcontrary in any Option Agreement, Inc. 2001 Stock Option Plan established under the parties agree as follows: (a) All time-vesting Options that are scheduled to vest on December 31, 2005 will vest on such date. (b) All performance-vesting Options that are first eligible to become vested based on the Company's Incentive ’s achievement of its 2005 EBITDA targets will vest to the same extent as applicable to the Company’s other senior executive officers, as determined by the Company’s Compensation Plan ("SOP") or Committee; provided that if any successor plan thereto such Options remain outstanding and unvested immediately prior to purchase 360,000 shares the Effective Time, such Options will vest and become fully exercisable prior to the Effective Time, subject to the consummation of the Company's common stock Merger. ("Common Stock"c) on All Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2006 will vest and become fully exercisable immediately prior to the Effective Date Time, subject to the consummation of the Merger. (d) All Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2007 (the "First Tranche"“2007 Options”) will be converted into time-vesting options and, subject to your continued employment with the approval Company, will vest and become fully exercisable on December 31, 2007; provided, that if your employment is terminated by the Company's shareholders Company without Cause or by you for Good Reason, on or prior the second anniversary of the amendments to Effective Time, the 2007 Options shall become vested and restatement fully exercisable as of the SOP in a manner consistent date of termination. (e) To the extent applicable to you, all Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2008 (the “2008 Options”) will be converted into time-vesting options and, subject to your continued employment with the terms set forth Company, will vest and become fully exercisable on Exhibit BDecember 31, an additional 360,000 shares 2008; provided, that if your employment is terminated by the Company without Cause or by you for Good Reason, on or prior the second anniversary of Common Stock the Effective Time, the 2008 Options shall become vested and fully exercisable as of the date of termination. (f) Each Option shall expire on the first to occur of (i) the tenth anniversary of the Grant Date thereof, (ii) the first anniversary of your termination of employment due to death or disability, or (iii) the Effective Date (15th day of the "Second Tranche" andthird month following the date at which, collectively with or December 31 of the First Tranchecalendar year in which, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to would otherwise have expired if the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan theretohad not been extended, subjectpursuant to this Paragraph 2(f)(iii), however, to based on the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP Option at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPGrant Date.

Stock Options. The (i) Subject to Board approval, to the extent not already granted, the Company shall grant to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock of the Company up to 500,000 under the Company’s 2023 Stock Incentive Plan (the “Plan”), as amended (each an “Option”) at an exercise price per share of $1.50, which is not less than the current fair market value of the underlying Option as of the date of grant. (ii) The Options shall vest and become exercisable on a cumulative basis with 25% to vest upon the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest Agreement and in accordance with Section 8(athirty-six (36) substantially equal monthly installments over the thirty-six (36) month period beginning on the last day of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year month following the fiscal year in which first anniversary of the Effective Date has occurred. In of this Agreement and the event last day of each month thereafter; provided that the shareholders Executive continues to have a Service Relationship (as defined in the Plan adopted as upon the Initial Series C Closing) with the Company through each such date. (iii) Notwithstanding the foregoing, all of the Options shall automatically vest upon the Executive’s Termination by the Company do not approve due to Change in Control (defined herein). (iv) Notwithstanding the amendments to foregoing, an additional nine (9) monthly installments of Options shall automatically vest upon Non-Renewal of this Agreement by the Company. (v) Notwithstanding the foregoing, (A) if the Executive is terminated during the Initial Period without Cause or the Executive resigns for Good Reason, as those terms are defined herein, then an additional fifteen (15) monthly installments of Options shall automatically vest, and restatement (B) if the Executive is terminated during any renewal Period without Cause or the Executive resigns for Good Reason, as those terms are defined herein, then an additional six (6) monthly installments of Options shall automatically vest. (vi) Notwithstanding the forgoing, in the case of Termination in the Event of Executive’s Disability or Death, a minimum of 25% of the SOP at Options shall automatically vest. (vii) All unvested Options shall automatically terminate upon the Executive’s termination for Cause or resignation without Good Reason (defined herein). (viii) All Options shall be subject to other standard terms and conditions, not inconsistent with the foregoing, as are contained in the Company's 2010 Annual Meeting, then the Executive ’s standard form of Notice of Grant and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPStock Option Agreement.

Stock Options. The (a) As additional compensation for services rendered, the Company shall grant to Executive nonqualified Employee, at the beginning of each year of services hereunder, stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOPOptions") or any successor plan thereto giving the Employee the right to purchase 360,000 purchase, during the first year hereunder, 240,000 shares of the Company's common stock of Company and, during each of the second and third years hereunder, 240,000 shares of the common stock of the Company. ("Common Stock"b) on The Options shall vest as follows: 60,000 shares immediately following the Effective Date end of the first calendar quarter hereunder and, thereafter, at the rate of 60,000 shares immediately following the end of each subsequent calendar quarter during which Employee is faithfully carrying out his duties hereunder. The rights under the Options shall remain exercisable for a period of three (3) years from the "First Tranche") anddate of vesting, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 The exercise price of the SOP or Options shall be the market price of the common stock upon the date of grant, which, in the case of the first year, shall be deemed to be 54 cents per share. (c) The Options shall contain customary anti-dilution protections. If the Company should at anytime register its common stock, then Employee shall have piggyback registration rights exercisable within thirty (30) days of notice. Employee shall be entitled to customary indemnification in any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredregistration. In the event that of a sale, merger, acquisition, dissolution, conveyance, transfer or other disposition or series of transactions resulting in a change of control of Company, or a sale by Company of all or substantially all its assets, all remaining Options shall be granted to Employee and all outstanding unvested rights to purchase shares under the shareholders of the Company do not approve the amendments to and restatement of the SOP at Options shall vest immediately. (d) The Options shall be qualified under the Company's 2010 Annual Meeting1999 Stock Option Plan for Employees and Consultants (the "Plan"). The parties understand that while the Plan was approved at the September 1999 shareholders meeting, then no Form S-8 Registration Statement has been filed covering this plan in order to obtain an exemption under Section 25102(f) nor has the Executive Plan been qualified with the State of California, and no options can be granted under this plan unless there is an applicable exemption under California law or until the Plan has been qualified with the State of California. The Company will consult one another in good faith and will use their reasonable its best efforts to arrive at obtain an exemption or to qualify the plan as quickly as possible. The parties further understand that a mutually agreeable substitution sufficient number of options for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement full term of the SOPAgreement are not being authorized under the Plan. Company will use its best efforts to amend the Plan to increase the number of options authorized. (e) In the event that a sufficient number of qualified options are not available to meet the requirements of this agreement as described in 7(a) above, non-qualified options will be granted in sufficient quantity to make up the shortfall, and such non-qualified options shall all vest at the time of grant.

Stock Options. Upon signing this Agreement, Employee shall be granted a hiring bonus of 250,000 options to purchase shares of common stock in the Parent Company ("Shares") at $0.64 (sixty-four cents, which shall be the closing price of the stock on the day prior to the Employment Commencement Date) per share to be vested immediately upon execution of this Agreement. The Company terms of the stock option are set forth in Exhibit B. In addition, upon execution of this Agreement, the Board of Directors shall grant Employee an incentive stock option to Executive nonqualified stock options under acquire up to 375,000 shares of the Technitrol, Inc. 2001 Stock Option Plan established under the Parent Company's Incentive Compensation Plan ("SOP") or any successor plan thereto common stock pursuant to purchase 360,000 shares the terms and conditions of the Company's common Stock Incentive Plan attached hereto as Exhibit C. Such stock ("Common Stock") on the Effective Date options (the "First TrancheNon-Performance Options") and, subject to the approval by the Company's shareholders will be awarded as of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock Employment Commencement Date. 125,000 Non-Performance Options shall vest on the first anniversary of the Effective Date (Employment Commencement Date; another 125,000 Non-Performance Options shall vest on the "Second Tranche" andsecond anniversary of the Employment Commencement Date; and another 125,000 Non-Performance Options shall vest on the day before the third anniversary of the Employment Commencement Date. In addition, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) upon execution of this Agreement, each Option Award the Board of Directors shall vest in accordance with Section 8(a) grant Employee an incentive stock option to acquire an additional up to 375,000 shares of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply Parent Company's common stock pursuant to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan theretoCompany's Stock Incentive Plan attached hereto as Exhibit B, subjectbut only under the following conditions (the "Performance Options"): i) 125,000 Performance Options shall vest on July 31, however2009, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of but only if the Company do not approve the amendments to and restatement achieves gross revenues of the SOP at the Company's 2010 Annual Meetingleast $ 3,145,000 for 2Q2008-1Q2009; ii) 125,000 Performance Options shall vest on July 30, then the Executive and 2010, but only if the Company will consult one another in good faith and will use their reasonable best efforts to arrive achieves gross revenues of at a mutually agreeable substitution least $ 7,565,000 for the Second Tranche which would put 2Q2009-1Q2010; iii) 125,000 Performance Options shall vest on July 29, 2011, but only if the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement achieves gross revenues of the SOPat least $ 12,835,000 for 2Q2010-1Q2011.

Stock Options. The Company Executive shall grant be eligible to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established receive ------------- grants under the Company's stock option plan(s) including grants relating to the Company's Long-Term Incentive Compensation Plan ( the "LTIP"), at the sole discretion of the Human Resources Committee of the Board (the "SOPHuman Resources Committee"), subject to such terms and conditions as such Committee may decide, and in accordance with the grant letter for such options. In connection with this Agreement, Executive has been granted 250,000 options on May 1, 1997, with 100,000 options to vest on April 30, 2002 and the balance to vest on November 30, 2006, if the Executive is an employee of the Company on such date. In addition: (i) The 100,000 options scheduled to vest on April 30, 2002 shall vest prior to April 30, 2002 (i.e., on the date of employment termination) in the event the Executive's employment hereunder terminates due to the Executive's death or any successor plan thereto to purchase 360,000 shares of Disability, a Without Cause Termination, a Constructive Discharge, or the Company's common stock election not to renew. ("Common Stock"ii) The 150,000 options scheduled to vest on November 30, 2006 shall vest prior to such date (i.e., on the Effective Date (date of employment termination) ---- if Executive is employed by the "First Tranche") andCompany after April 30, subject 2002, and after such date the Executive's employment hereunder terminates due to the approval by Executive's death or Disability, a Without Cause Termination, a Constructive Discharge, or the Company's shareholders election not to renew. (iii) All of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award such options shall vest in accordance with Section 8(a) upon a termination of employment after the SOP or any successor plan theretoExecutive has satisfied the requirements for Early Retirement; provided, however, that the fourth and fifth sentences number of options that vest in such -------- ------- event shall be reduced by the sum of (A) the total number of options granted pursuant to Section 8(a3(c) multiplied by a percentage equal to the percentage used to reduce the Executive's pension payable at normal retirement under the Company's Pension Plan, based on the terms of the SOP shall not apply Pension Plan in effect on the date hereof, to determine the pension payments payable to the Option Awards. The Option Awards Executive upon his Early Retirement; and (B) the number of such options previously vested under other provisions of this Agreement. (iv) All options which become vested hereunder or under any other provisions of this Agreement shall be set forth exercisable by the Executive at any time during the Executive's employment with the Company in award agreements consistent accordance with the terms and conditions of the SOP or any successor plan theretooption plan, subject, however, to and for a period of twelve months following the terms Date of Section 8.5 of this AgreementTermination. For purposes of Section 6 of the SOP or any successor plan theretothis paragraph, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetingelection not to extend the Term of this Agreement, then the Executive's employment shall be deemed to terminate on the date such election is intended to become effective, notwithstanding that the Executive and the Company will consult one another elects, in good faith and will use their reasonable best efforts accordance with Section 1 hereof, to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement terminate his employment as of the SOPdate of the Notice of Nonrenewal.

Stock Options. The Company shall grant and the Employee hereby acknowledge that on March 7, 2008, the Company granted to Executive nonqualified stock the Employee options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 612,500 shares of the Company's ’s common stock ("Common Stock") on pursuant to the Effective Date “AVANT Immunotherapeutics, Inc. 2008 Stock Option and Incentive Plan”, having an exercise price of $8.16 per share (the "First Tranche"“Options”), none of which Options are vested as of the date hereof. As additional consideration for this Agreement, Employer and Employee hereby agree that, (i) andas of the date hereof, 153,125 of the Options shall be deemed vested and exercisable (the “Vested Options” and the shares of common stock issued upon exercise of the Vested Options, the “Option Shares”); (ii) the Vested Options and the Option Shares are and shall remain subject to the approval by the Company's shareholders terms of the amendments lock-up letter executed and delivered by Employee on October 15 2007; (iii) the Vested Options shall terminate at 5:00 p.m. Eastern time on March 7, 2011, unless exercised by Employee prior to that time; and restatement (iv) Employee shall give at least ten (10) days’ prior written notice to Employer of Employee’s intention to sell or otherwise transfer Option Shares, and, unless Employer waives this clause (iv) in writing, Employee shall sell no more than 15,000 (as adjusted for stock splits, stock combinations, and the like) Option Shares during any sixty (60) day period. As of the SOP in a manner consistent with date hereof, all Options (other than the terms set forth on Exhibit BVested Options) are hereby terminated and shall hereafter be of no further force or effect. The Option Grant Agreement entered into as of March 7, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and2008, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price by Employer and Employee is hereby amended as set forth in the SOP or any successor plan thereto. Except as provided in this Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP7.

Stock Options. The All options to purchase shares of Common Stock of the Company shall grant heretofore granted to Executive nonqualified stock the Employee and not previously exercised will be deemed to be fully vested and will remain exercisable for a period of up to three (3) months from the Separation Date. To the extent that any options under held by the TechnitrolEmployee are not exercised within three (3) months from the Separation Date, Inc. 2001 Stock Option Plan established under such options will terminate as of such date and will no longer be exercisable. If requested by the Employee, the Company will loan the Employee the amount necessary for the purchase of the shares subject to such options. At the time of the loan, the Employee will execute a promissory note and a pledge agreement in form and content satisfactory to the Company providing that: (i) the loan balance will be due in full upon the earlier of (A) six (6) months following the completion by the Company of an initial public offering of its securities, or (B) April 30, 1999; (ii) the loan will bear interest at the rate equal to the Company's Incentive Compensation Plan bank borrowing rate in effect at the time of the loan; ("SOP"iii) or any successor plan thereto the loan will be secured by a pledge of 150,000 shares issued upon exercise of such options, which will provide, among other things, that the Company shall retain possession of such shares until the loan is paid in full. The outstanding principal amount and accrued interest owing to purchase 360,000 shares of the company from the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject previous loan to the approval by Employee made as of February 28, 1994 in the Company's shareholders original principal amount of the amendments $50,000 shall be added to and restatement of the SOP become payable in a manner consistent accordance with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment above and the Second Tranche shall consist promissory note and pledge agreement made as of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment February 28, 1994 will be replaced and of options for 220,000 shares of Common Stock issued for superseded by the fiscal year following the fiscal year in which the Effective Date has occurredpromissory note and pledge agreement delivered pursuant to this Section 4. In the event that the shareholders Company consummates a Funding of $10,000,000 or more between the date hereof and April 30, 1997, and has not completed its initial public offering on or before March 31, 1998, the Company agrees, upon the request of the Company do Employee made at any time during April of 1998, to extend a loan to the Employee in an amount not approve the amendments to and restatement exceed one-half (1/2) of the SOP at the CompanyEmployee's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution marginal federal income tax liability for the Second Tranche which would put tax year 1997 resulting solely from the Company and exercise by the Executive Employee of the stock options referred to above in substantially this Section 4. Such loan will be upon the same positions they would have been in had terms and conditions as are set forth above, including the shareholders approved pledge by the amendments Employee of 150,000 shares of Common Stock to and restatement secure the obligation of the SOPEmployee to repay such loan.

Stock Options. The Company shall grant hereby grants to the Executive nonqualified stock options under (the Technitrol"Options") entitling the Executive to purchase, Inc. 2001 Stock over the Initial Term of this Agreement, an aggregate of 1,000,000 shares of Common Stock, $0.0001 par value per share, of SearchHelp (the "Option Plan established under Shares"). 3.2.1 The Options shall vest at the rate of thirty-three and one-third (33-1/3%) of all Options on each of May 1, 2005, May 1, 2006 and May 1, 2007 (each a "Vesting Date"), provided, that the Executive shall continue to be employed on a full-time basis with the Company and rendering Services to the Company and/or SearchHelp Affiliates as at such Vesting Date. 3.2.2 Any Options that have vested shall accumulate and may thereafter be exercised at any time, individually or on a cumulative basis, by the Executive prior to the "Option Expiration Date" (hereinafter defined). 3.2.3 All vested Options may be exercised upon ten (10) days prior written notice by Executive to the Company's Incentive Compensation Plan . The exercise price for the Options shall be twenty cents ("SOP"$0.20) per Option Share; provided, that the applicable Exercise Price shall be subject to equitable pro-rata adjustment in the event of (a) any merger or consolidation of the Company with any successor plan thereto to purchase 360,000 shares other entity, (b) any forward or reverse split of the Company's common stock outstanding Common Stock or ("c) the declaration of any dividend in shares of Common Stock") . When issued, the Option Agreement shall contain cashless exercise provisions. 3.2.4 All vested Options and any Option Shares issuable upon exercise thereof shall be entitled to be registered on Form S-8 or any other applicable form for registering securities of the Effective Date Company. 3.2.5 Unless exercised any unexercised options shall expire on April 30, 2010, unless previously exercised (the "First TrancheOption Expiration Date") and, subject to the approval and thereafter shall be of no further force or effect. 3.2.6 Unless exercised by the Company's shareholders Executive within ninety (90) days from the effective date of termination, all previously vested Options shall be cancelled and forfeit in the event the employment of the amendments to and restatement of the SOP in a manner consistent Executive with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award Company shall be granted at an exercise price as set forth in the SOP or terminate for any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan theretoreason; provided, however, if such termination was for "Good Cause" as hereinafter defined, such previously vested Options shall be immediately cancelled and forfeit on the effective date of such termination. 3.2.7 To the extent that any Options shall have not vested, as provided in this Section 3.2, they shall automatically terminate and be deemed cancelled and null and void immediately upon the fourth and fifth sentences of Section 8(a) termination of the SOP shall not apply to employment of the Option Awards. The Option Awards shall be set forth in award agreements consistent Executive with the terms Company for any reason, save and conditions except only for: (a) a termination resulting from a material breach by the Company of its material covenants and agreements herein contained, (b) the Executive's resignation by reason of a material change by the Company in the nature of the SOP or any successor plan thereto, subject, howeverExecutive's Services and duties hereunder, to a degree that would constitute a constructive discharge by the terms of Section 8.5 of this Agreement. For purposes of Section 6 Company, or (c) a termination of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and employment by the Second Tranche shall consist of issuances of options Company for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredother than "Good Cause" (collectively, a "Non-Justified Termination"). In the event that of a Non-Justified Termination, all non-vested Options shall be deemed to have vested immediately prior to the shareholders date of the Company do not approve the amendments to such Non-Justified Termination and restatement of the SOP at the Company's 2010 Annual Meeting, then may thereafter be exercised by the Executive and at any time prior to the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPOption Expiration Date.

Stock Options. The On or before September 30, 1997, the Company shall grant to the Executive nonqualified stock options under the TechnitrolSeragen, Inc. 2001 Stock Option Plan established under the Company's 1992 Long Term Incentive Compensation Plan (the "SOPPlan") or any successor plan thereto to purchase 360,000 a number of shares of the Company's common stock stock, par value $0.01 per share ("Common Stock") ), equal to 2.75% of the outstanding Common Stock on the date of grant, measured on a fully diluted basis, taking into account all options, warrants, conversion rights and other rights issued by the Company to acquire equity securities issued prior to the actual date of grant and based upon the exercise or conversion price that would apply if such options, warrants, conversion rights, and other rights were exercised or converted on the grant date. For purposes of the provisions of this Section 3.5, stock options granted to the Executive pursuant to Section 3.6 of the Old Agreement through the date hereof and stock options to purchase 54,000 shares of Common Stock previously granted by the Company to the Executive listed on Schedule I hereto shall be deemed to be in partial fulfillment of, and not in addition to, the Company's obligations hereunder. To the extent permitted by federal income tax law, options issued under the Plan to the Executive shall be "incentive stock options." Stock options issued after the Effective Date pursuant to the provisions of this Section 3.5 ("New Stock Options") shall be evidenced by an Incentive Stock Option Agreement and, if required, a Non-Qualified Stock Option Agreement substantially in the form of Exhibits A and B to this Agreement (the "First TrancheStock Option Agreements"), except as expressly provided otherwise herein. The exercise price per share of Common Stock for New Stock Options shall be the Fair Market Value as defined in the Plan as of the date of grant. Both Stock Option Agreements shall provide that (i) the options issued thereunder shall vest, i.e., become exercisable, in monthly installments of 2.7778% commencing as of November 6, 1996 (the "Old Agreement Effective Date") andand on the first day of each calendar month thereafter so that the Executive shall be fully (100%) vested on the first day of the month immediately before the third anniversary of the Old Agreement Effective Date; (ii) upon a Change in Ownership (as hereinafter defined), subject in place of the vesting schedule provided in clause "i" above the options shall vest retroactively 25% as of the Old Agreement Effective Date and an additional 2.0833% as of the first day of each calendar month thereafter so that the Executive shall be fully (100%) vested on the first day of the month in which falls the third anniversary of the Old Agreement Effective Date; (iii) upon the termination by the Company of the Executive's employment without Just Cause or the Executive's termination for Good Reason (as those terms are defined in Section 4), in place of the vesting schedules provided in clauses "i" and "ii" above, the options shall vest retroactively 25% as of the Old Agreement Effective Date and at the accelerated rate of an additional 3.125% on the first day of each calendar month thereafter so that the Executive shall be fully (100%) vested on the first day of the month in which falls the second anniversary of the Old Agreement Effective Date; (iv) options issued shall, to the approval extent vested, be fully exercisable until the tenth (10th) anniversary of December 18, 1996 (the "Effective Option Date"); (v) the options shall be exercisable in accordance with the terms of the Plan, including the right to pay the option exercise price in whole or in part by surrendering shares of Common Stock held by the Executive for at least six months prior to the exercise date with an aggregate fair market value equal to the option exercise price or in accordance with a cashless exercise program established with a securities brokerage firm and approved by the Company's shareholders , and shall provide that stock certificates shall be issued outright and free of escrow no later than five (5) business days after the date of exercise; (vi) stock certificates issued pursuant to the exercise of an option shall not include any legends or be subject to any transfer restrictions, except for restrictions required by Section 16 of the amendments Securities Exchange Act of 1934, as amended (the "Exchange Act"); (vii) the Company shall not terminate any option issued to and restatement the Executive upon a "Change in Control" (as defined in the Plan) without the Executive's prior written approval; (viii) in the event that the Company grants options or other equity interests to management, employees, directors or consultants or the Company sells shares of its Common Stock or any equity securities or securities convertible or exchangeable into any equity securities of the SOP Company, as part of a plan or series of plans of financing, or the number of shares of Common Stock outstanding on a fully diluted basis increases as a result of a change in the conversion ratio of any class of securities convertible or exchangeable into any equity securities of the Company (each, a manner consistent "Dilution Event"), the Company shall grant the Executive additional stock options under the Plan covering that number of shares of Common Stock necessary to cause the Executive's proportionate holdings of the outstanding Common Stock, on a fully diluted basis, as of the last day of the calendar quarter in which the Dilution Event occurs, to equal her proportionate holdings of the outstanding Common Stock, on a fully diluted basis, immediately prior to the Dilution Event, or 2.75% of the Common Stock on a fully diluted basis, whichever is higher; provided that the Executive's right to receive additional stock options under this subsection 3.5(viii) will terminate with respect to Dilution Events which occur after the Company has received cumulative proceeds (since the Old Agreement Effective Date) of at least Twenty Million Dollars ($20,000,000) of cash proceeds from one or more Target Equity Financings and the Executive has received all additional stock options with respect to Dilution Events which occur prior to or in connection with the terms set forth receipt by the Company of such cumulative proceeds; (ix) all additional stock options shall be granted on Exhibit Bthe last day of each calendar quarter during which such grant or sale of options, shares or other equity interests is completed, based on the number of shares of Common Stock outstanding on a fully diluted basis on the last day of such calendar quarter, except that in the case of any Target Equity Financing from which the Company receives proceeds of at least Ten Million Dollars ($10,000,000), the additional stock options will be granted immediately upon the consummation of such Target Equity Financing, and each such additional stock option shall have an additional 360,000 shares exercise price equal to the Fair Market Value per share of Common Stock on the first anniversary date of its grant, and shall otherwise be subject to the same terms and conditions, and shall vest and remain exercisable on the same terms as though it were granted on the Effective Option Date; (x) each option shall include all other rights and benefits under the Plan, including Section 11 of the Effective Date Plan (regarding accelerated vesting on Change in Control); and (xi) the "Second Tranche" andCompany shall on or before December 31, collectively 1997, at its own expense register under the Securities Act of 1933, as amended, all shares issued or to be issued pursuant to the exercise of the stock options on Form S-8, the obligation to maintain such registration to continue following the Executive's termination of employment. The Executive agrees that, if requested by an underwriter of the Company's securities, the Executive will comply with any reasonable customary lock-up periods in connection with the First Tranche, Company's offering of securities provided that all other executive officers and directors of the "Option Awards")Company also must comply with such restrictions and provided that no such lock-up period shall exceed 180 days. Each Option Award The Plan shall be amended as necessary to provide or permit the issuance of the options described in this Section 3.5. All additional stock options shall have the same terms and conditions, and shall vest as though they were granted at an on the same date, as the options issued pursuant to this Section. For purposes of determining the outstanding Common Stock on a fully diluted basis, all shares of Common Stock issuable upon exercise price as set forth in of options outstanding under the SOP Plan or any successor other stock option plan thereto(including the options granted to the Executive pursuant to this Agreement) and all shares of Common Stock issuable on exercise of all other outstanding options, warrants, conversion rights or other rights issued by the Company to acquire equity securities shall be deemed to be outstanding. Except The Board shall in good faith take all necessary action to effect the terms of this Agreement and to register the underlying shares of Common Stock under applicable securities laws as provided in Section 8.2(b) herein. For purposes of this Agreement, each Option Award the following terms shall vest be defined as set forth below: A "Change in accordance with Control" of the Company shall have the same meaning as provided by Section 8(a11(b) of the SOP or any successor plan thereto; providedSeragen, however, that Inc. 1992 Long Term Incentive Plan as amended through the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPdate hereof.

Stock Options. (i) The Company shall grant has granted to Executive nonqualified you non-qualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 an aggregate of 100,000 shares of the Company's common stock stock, par value $.001 per share (the "Common Stock") on the Effective Date pursuant to a Stock Option Agreement (the "First TrancheExisting Stock Option") and, ). The shares subject to the approval by Existing Stock Option shall vest on the one year anniversary of your date of employment with the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that if your employment is terminated prior to the fourth and fifth sentences one year anniversary of Section 8(a) your date of employment with the Company by the Company without Cause, then there nonetheless shall be vested a number of options representing 8,334 shares multiplied by the number of full months of service by you (defined as each 30-day anniversary of the SOP shall not apply commencement of your employment); provided, further, that (i) if your employment is terminated prior to the one year anniversary of your date of employment with the Company by the Company without Cause but after January 31, 2002, and (ii) you have provided reasonable cooperation in transition matters with the new Chief Executive Officer, any remaining unvested shares subject to the Existing Stock Option Awardsas of the date of the termination of your employment shall continue to vest at a rate of 8,334 shares per month on each monthly anniversary of your date of employment with the Company until all of the shares subject to the Existing Stock Option are vested. (ii) The Company will grant to you additional non-qualified stock options to purchase an aggregate of 25,000 shares of the Company's Common Stock in accordance with the Company's 2000 Equity Participation Plan (the "New Option"). The exercise price of the New Option Awards shall be set forth in award agreements consistent $1.38 (representing the actual closing price on October 11, 2001, the date approved by the Board of Directors), and 100% of the shares subject to the New Option shall vest completely on July 31, 2002 if (A) you are still employed as the Chief Operating Officer on July 31, 2002, or if (B) your employment with the terms Company is terminated by the Company without Cause prior to such date, or if (C) the Company has hired a permanent Chief Executive Officer prior to such date and conditions you have provided reasonable cooperation in transition matters with the new Chief Executive Officer. Notwithstanding the foregoing, 100% of the SOP or any successor plan thereto, subject, however, shares subject to the terms New Stock Option will vest on January 1, 2004, if you are still serving as Chief Operating Officer on such date. (iii) Once vested, these options shall be exercisable for a period of Section 8.5 five years from the date of this Agreement. For purposes grant, regardless of Section 6 of whether your employment with the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredCompany is earlier terminated. In the event that the shareholders of your employment with the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetingis terminated for any Cause, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPall unvested options shall be cancelled.

Stock Options. The Company shall grant to Executive nonqualified stock options under the TechnitrolAs of August 22, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date 2005 (the "First TrancheGrant Date"), you shall be granted a non-qualified stock option (the "Extension Options") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 1,686,581 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" andStock, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply pursuant to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan theretoStock Incentive Plan and a written Stock Option Agreement to be entered into by and between you and the Company (the "Extension Stock Option Agreement"), subjectwhich, howeverexcept as otherwise provided in this Section 5, shall be substantially identical to the terms of Section 8.5 of this Retention Stock Option Agreement. For purposes of Section 6 the Employment Agreement (including without limitation Sections 7 and 11 thereof), the Extension Options shall be treated identically to the Retention Options. The Extension Options shall have an exercise price equal to the fair market value per share of Common Stock as of the SOP or any successor plan thereto, Grant Date and shall have a term of 10 years. The Extension Options shall become exercisable in three cumulative installments as follows: (a) the First Tranche first installment shall consist of an issuance 25% of options for 360,000 the shares of Common Stock issued in connection with Executive's recruitment covered by the Extension Options and shall become vested and exercisable on the Second Tranche fourth anniversary of the Grant Date; (b) the second installment shall consist of issuances 25% of options for 140,000 the shares of Common Stock issued in connection with Executive's recruitment covered by the Extension Options and shall become vested and exercisable on the fifth anniversary of options for 220,000 the Grant Date; and (c) the third installment shall consist of 50% of the shares of Common Stock issued for covered by the fiscal year following Extension Options and shall become exercisable on the fiscal year in which the Effective Date has occurred. In the event that the shareholders sixth anniversary of the Company do not approve the amendments to and restatement Grant Date; provided, that, except as otherwise provided in Section 7 of the SOP at Employment Agreement or the Company's 2010 Annual MeetingExtension Stock Option Agreement, no portion of the Extension Options not then exercisable shall become exercisable following your termination of employment for any reason. (For the avoidance of doubt, if your employment shall terminate by reason of your Disability or death, then Section 7(d) of the Executive Employment Agreement shall apply to the Extension Options.) You and the Company will consult one another in good faith acknowledge and will use their reasonable best efforts to arrive at a mutually agreeable substitution agree that the Extension Options shall not provide for the Second Tranche which would put grant of any "Restoration Options" as defined in the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPStock Incentive Plan.

Stock Options. The Company shall grant to Executive nonqualified stock options under ▇. ▇▇▇▇▇▇ has created the Technitrol, Inc. 2001 2002 Stock Option Plan established under (the Company's Incentive Compensation Plan ("SOPStock Option Plan") or any successor plan thereto to purchase 360,000 shares of the Company's for its common stock stock, par value $0.01 ("Common Stock") on the Effective Date ). On July 9, 2002, Ashton has granted to You stock options (the "First TrancheOptions") andto acquire 14,266,584 shares of Common Stock. The foregoing number of Options shall be adjusted proportionately in the event of any stock split, stock dividend, combination, or reclassification of the Common Stock or any other increase or decrease in the number of issued shares of the Common Stock without receipt of consideration by Ashton. b. The grant of Options has been subject to the appropriate approvals, including approval by the Companyof Ashton's shareholders Board of Directors and, as incentive stock options have been granted, shareholder approval of the amendments Stock Option Plan. Your Options will be subject to the same general terms and restatement conditions as other executive management employees, including but not limited to, the exercise price of the SOP Options, and the registration rights (if any) in a manner consistent with respect of the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock underlying the Options. Your Options will be governed by a stock option agreement ("Stock Option Agreement"), which shall provide for an eight (8) cent exercise price, and the following four year vesting schedule: 1/6/th/ shall vest six months from May 7, 2002 ("Vesting Commencement Date"); 1/6/th/ shall vest one year from the Vesting Commencement Date; and 2/9ths shall vest on the first anniversary each of the Effective Date second, third, and fourth anniversary dates from the Vesting Commencement Date, subject in each case to You continuing to be a Service Provider (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth defined in the SOP or any successor plan theretoStock Option Plan) on such dates. Except as provided Additionally, Your Stock Option Agreement will provide that in Section 8.2(bthe event of a Change of Control (to be defined in the Stock Option Plan and Stock Option Agreement) of this AgreementAshton, each Option Award fifty percent (50%) of Your unvested Options shall vest in accordance with Section 8(a) immediately upon the Change of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option AwardsControl. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company Ashton will consult one another in good faith and will use their also make commercially reasonable best efforts to arrive at provide for a mutually agreeable substitution "cashless exercise" method for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments You to and restatement of the SOPexercise Your Options, if legally allowable.

Stock Options. The Company (a) Notwithstanding anything to the contrary, including without limitation anything to the contrary contained in the Employment Agreement or any of Gold’s stock option or restricted stock agreements with Quality Distribution, all grants of restricted stock and options to purchase common stock of Quality Distribution previously granted to Gold that have not vested as of the Separation Date shall grant to Executive nonqualified stock options under immediately terminate, become null and void and be of no further force or effect, except for the Technitrol, Inc. 2001 following grants (the “Surviving Grants”): 2003 Stock Option Plan established under 04-Nov-2009 Option $ 3.82 04-Nov-2012 6,250 2003 Restricted Stock Incentive Plan 04-Nov-2009 Restricted Stock N/A 04-Nov-2012 2,500 JG (b) All of Gold’s stock options granted by Quality Distribution that vested on or prior to the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares Separation Date and all of the Company's common stock options included in the Surviving Grants are hereinafter collectively referred to as the “Surviving Options.” Gold shall remain subject to Quality Distribution’s Statement of Policy Concerning Securities Trading and Related Matters ("Common Stock"the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”) until the close of business on September 30, 2012, including the Effective requirement that he obtain prior clearance for all trades (including the maximum number of shares that may be traded) from Quality Distribution’s Chief Financial Officer or Chief Executive Officer; provided, however, that notwithstanding anything to the contrary: (i) commencing at the start of the second business day following the release of Quality Distribution’s earnings release regarding its second quarter financial results (which is expected to be released on or about August 1, 2012), Gold shall no longer be restricted to trading only in Window Periods (as defined in the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy); and (ii) Gold may exercise any of the Surviving Options at any time after they vest until the Expiration Date (the "First Tranche") and, as defined below). The Surviving Grants are subject to applicable withholding obligations of Quality Distribution, if any. (c) Notwithstanding anything in this Agreement to the approval by contrary (including without limitation that Gold may provide certain consulting services to the Company's shareholders of Company after the amendments Separation Date pursuant to and restatement of the SOP in a manner consistent with the terms set forth Section 5, below), all Surviving Options that have not been exercised prior to 5:00 p.m., Tampa, FL time, on Exhibit BDecember 31, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date 2012 (the "Second Tranche" and“Expiration Date”) shall, collectively with the First Trancheat such time, the "Option Awards"). Each Option Award shall automatically terminate, become null and void, and be granted at an exercise price as set forth in the SOP of no further force or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan theretoeffect; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards Expiration Date shall be set forth extended to June 30, 2013 if: (i) Gold comes into possession of material non-public information concerning Quality Distribution in award agreements consistent with the terms and conditions course of providing consulting services pursuant to Section 5 below, before December 31, 2012, as determined in the SOP reasonable discretion of Quality Distribution’s Chief Financial Officer or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP Chief Executive Officer; or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which (ii) Gold dies or becomes disabled on or after the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetingbut before December 31, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP2012.

Stock Options. The (i) At the Effective Time, all Company Stock Options (as defined in Section 3.2) then outstanding shall be assumed by Parent in accordance with Section 5.16 below. (ii) At the Effective Time, Parent shall grant to Executive nonqualified the CityAuction employees stock options under the Technitrol, Inc. 2001 Parent's 1998 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 exercisable for an aggregate of 200,000 shares of the Company's common stock ("Parent Common Stock") on the Effective Date Stock (the "First TrancheEMPLOYEE STOCK OPTIONS") and, subject ). The exercise price for such option shall be equal to the approval by the Company's shareholders $53.25 per share. The allocation of the amendments such options to and restatement of the SOP in a manner consistent with the terms employees shall be as set forth on Exhibit B, an additional 360,000 shares of Common B. The Employee Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award Options shall be granted at subject to the following --------- vesting provisions: (A) Employee Stock Options to purchase an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) aggregate of this Agreement, each Option Award 100,000 shares shall vest in accordance with Section 8(a) of the SOP or any successor plan theretoover a four year period as follows: 1/48 per month; provided, however, that no shares shall be exercisable until the fourth first anniversary of the optionee's employment with the Company. (B) Employee Stock Options to purchase an aggregate of 100,000 shares shall also vest over a four year period in accordance with the vesting provisions set forth in subsection (i) above. Such stock options shall be subject to acceleration in accordance with the following terms: (1) In the event that aggregate revenues (i.e. winning bids multiplied by units won whether or not such sales actually occur) in auctions completed on the Company's web site (the "CITYAUCTION REVENUE") during the one year period ending on the first anniversary of this Agreement exceeds $12.0 million (the "YEAR 1 AUCTION TARGET AMOUNT"), then a total of 37,500 options shall be vested as of the first anniversary date (which total shall include the options which shall otherwise have vested during such year) and fifth sentences 37,500 options shall vest ratably on a monthly basis for the twelve months following the first anniversary date (which total shall include the options which shall otherwise have vested during such year); (2) In the event that CityAuction Revenue during the one year period ending on the first anniversary of Section 8(athis Agreement is between 70% and 99.9% (the "YEAR 1 ACTUAL PERCENTAGE") of the SOP shall not apply to Year 1 Auction Target Amount, then the Option Awards. The Option Awards total number of options which shall be set forth in award agreements consistent with vested as of such first anniversary date shall equal 25,000 options plus the terms Year 1 Actual Percentage multiplied by 12,500 options (which total shall include the options which otherwise shall have vested during such year) and conditions 25,000 options plus the Year 1 Actual Percentage multiplied by 12,500 which shall vest ratably on a monthly basis for the twelve months following such date (which total shall include the options which shall otherwise have vested during such year); (3) In the event that CityAuction Revenue during the one year period ending on the second anniversary of this Agreement exceeds $30.0 million (the "YEAR 2 AUCTION TARGET AMOUNT"), then all remaining unvested options shall vest as of such second anniversary date; and (4) In the event that CityAuction Revenue during the one year period ending on the second anniversary of the SOP or any successor plan thereto, subject, however, to Agreement is between 70% and 99.9% (the terms of Section 8.5 of this Agreement. For purposes of Section 6 "YEAR 2 ANNUAL PERCENTAGE") of the SOP or any successor plan theretoYear 2 Auction Target Amount, then the First Tranche number of remaining unvested options multiplied by the Year 2 Annual Percentage shall consist vest as of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment the second anniversary date, and the Second Tranche remainder shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for vest ratably over the fiscal year following the fiscal year in which the Effective Date has occurrednext two years. In the event that there is a material and fundamental change in the shareholders business condition and structure of the Company do not approve Parent (either through an extraordinary merger, acquisition or similar event involving the amendments to and restatement Parent which the parties agree is beyond the scope of what is reasonably contemplated presently as part of the SOP at Parent's growth strategy) prior to the Company's 2010 Annual Meetingsecond anniversary of this Agreement, then the Executive and the Company will consult one another parties agree that they shall discuss in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution whether the performance criteria set forth in this Section 2.1 (i)(ii)(B) for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement acceleration of the SOPstock options referenced thereunder should be modified in recognition of such fundamental change in Parent.

Stock Options. The Subject to the approval of the Company’s Board of Directors (the “Board”), the Company shall grant to Executive nonqualified you a stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan option covering Two Million Eight Hundred Eighty Thousand ("SOP"2,880,000) or any successor plan thereto to purchase 360,000 shares of the Company's common stock ’s Common Stock ("Common Stock"the “Option”). In addition, the Compensation Committee will determine a success model of goals to be accomplished within the first twelve (12) months of employment, should these goals be achieved you will be granted an additional Three Hundred Twenty Thousand (320,000) shares. If the Board approves the Option, the Option shall be granted as soon as reasonably practicable after the date of this Agreement or, if later, the date you commence full-time Employment. The exercise price per share will be equal to the fair market value per share on the Effective Date (date the "First Tranche") andOption is granted, as determined by the Company’s Board of Directors in good faith compliance with applicable guidance in order to avoid having the Option be treated as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option to purchase the Company’s Common Stock the term of the Option shall be 10 years, subject to earlier expiration in the approval event of the termination of your services to the Company. The Option shall vest and become exercisable at the rate of 25% of the total number of option shares after the first 12 months of continuous service and the remaining option shares shall become vested and exercisable in equal monthly installments over the next thirty six (36) months of continuous service. The Option will be an incentive stock option to the maximum extent allowed by the Company's shareholders of the amendments to tax code and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as subject to the other terms and conditions set forth in the SOP or any successor plan thereto. Except as provided Company’s 2006 Stock Plan (the “Stock Plan”) and in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement ’s standard form of the SOPStock Option Agreement.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares As of the Company's common stock ("Common Stock") on the Effective Date Date, Executive shall be granted options (the "First TrancheOptions") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 2,480 shares of Common Stock on pursuant to the first Stock Option Plan. The Options shall be granted pursuant a separate stock option agreement containing the following terms and other customary terms: (a) The Options shall be exercisable at the price of $11.50 per share of Common Stock. (i) So long as Executive remains employed hereunder, Vested Options shall be exercisable upon the earlier of (A) the fourth anniversary of the Effective Date Date, or (the "Second Tranche" andB) an IPO or Company Sale with respect to which, collectively with the First Tranchein either case, the "Option Awards"). Each Option Award Internal Rate of Return on the entirety of the Sponsor's investment in the equity of the Company as of the Closing Date is at least equal to 35% per annum, and shall remain exercisable until the day following the eighth anniversary of the Effective Date. (ii) Options shall not be exercisable on or following Executive's termination of employment pursuant to Section 5.1 and shall be granted exercisable following any other termination of employment only as follows: (A) If Executive's employment is terminated on or prior to the fourth anniversary of the date of grant of Options, Executive (or his estate) may exercise Vested Options for the 60 day period following the fourth anniversary of the date of grant of such Options. (B) If Executive's employment is terminated later than the fourth anniversary of the date of grant of Options, Executive (or his estate) may exercise Vested Options within 60 days of the date of termination. (c) So long as Executive is employed hereunder, the number of Options which shall vest as of the end of each Vesting Period shall be the greater of: (i) the product of 826 2/3 and the EBITDA Achievement Ratio for such year, and (ii) the excess of: (A) the product of (1) 826 2/3, (2) the Cumulative EBITDA Achievement Ratio as of the end of such Vesting Period and (3) the number of Vesting Periods (up to three) elapsed since the date of grant; over (B) the Cumulative Vested Options as of the end of the prior Vesting Period. Notwithstanding the preceding sentence, at the end of the Gap Period a number of Options equal to the product of 275 5/9 and the EBITDA Achievement Ratio for the Gap Period shall also vest and the number of Options that would have vested as of the end of the 1999 Fiscal Year pursuant to the preceding sentence shall be reduced by the number of Options that vest at the end of the Gap Period pursuant to this sentence. (d) Notwithstanding the foregoing, so long as Executive remains employed hereunder, all Options shall become vested upon the earlier of (i) the eighth anniversary of the date such Options were granted, or (ii) an exercise price as IPO or Company Sale with respect to which, in either case, the Internal Rate of Return on the entirety of the Sponsor's investment is at least equal to 35% per annum. (e) Upon termination of Executive's employment all unvested Options shall lapse. Upon the day following the last day upon which any Vested Option may be exercised, such Option shall lapse. An example of the operation of this Section 3.5 is set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.Exhibit C.

Stock Options. The Company shall grant to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 500,000 shares of the Company's its common stock ("Common Stock"the “Option Shares”) at an exercise price per share equal to the fair market value per share on the date of grant which is expected to be March 6, 2006. The options will vest and become exercisable in three equal installments, the first two of which shall be on the first and second anniversaries of the Effective Date (Date, and the "First Tranche") andthird shall be on February 1, 2009, so long as, except as otherwise set forth herein, the Executive’s employment continues through such vesting dates. The term of the options will be ten years from the date of grant, subject to earlier termination in the approval event the Executive’s employment terminates. To the extent the options are, or become, vested at the time of termination of his employment, if such termination of employment is (i) by the Company's shareholders Executive without Good Reason, the vested portion of the amendments to and restatement option will remain exercisable for 90 days following such termination (but not beyond the ten-year option term); (ii) by the Executive for Good Reason or by the Companies not for Cause, the vested portion of the SOP in a manner consistent with option will remain exercisable for three years following such termination (but not beyond the terms set forth ten-year option term); (iii) due to the death or Permanent Disability of the Executive or at the end of the Employment Period due to notice of nonrenewal given by the Companies (after the sixth anniversary of the Effective Date) or the Executive pursuant to Section 5.01, the vested portion of the option will remain exercisable for two years following such termination (but not beyond the ten-year option term), or (iv) by the Companies for Cause, the option (whether or not vested) shall be immediately forfeited. The Option Shares will be registered as soon as practicable on Exhibit BForm S-8 under the Securities Act. The Executive agrees that, an additional 360,000 shares without the prior written consent of Common Stock on the Board, he will not sell or otherwise transfer the Option Shares or the economic benefit thereof prior to the first anniversary of the Effective Date (the "Second Tranche" and, collectively his termination of employment with the First TrancheCompanies, except that this Agreement shall not prevent the "Executive from selling a number of Option Awards"). Each Option Award shall be granted at an Shares required to fund the exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth option and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPhis tax liability resulting from such exercise.

Stock Options. The (a) Subject to Section 4.1(f) hereof, the Company shall grant to Executive nonqualified stock options under the TechnitrolEmployee, Inc. 2001 pursuant to an Incentive Stock Option Plan established under to be adopted by the Company's Incentive Compensation Plan , ten year incentive stock options ("SOP"qualified to the extent permitted by law) or any successor plan thereto to purchase 360,000 shares 8% of the Company's common stock ("Common Stock") Stock outstanding on the Effective Date date hereof, on a fully diluted basis (the "First Tranche"after allocation of new options to management, employees, directors and consultants, and including issued and to-be-issued warrants) and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price equal to $1.50 per share (the "Options"). The Options shall contain anti-dilution provisions that prevent dilution of the percentage of the Company's Common Stock which may be purchased by the Employee on exercise of the Options as set forth in a result of issuance of the SOP or any successor plan theretoCompany's securities subsequent to the occurrence of the Equity Financing by the Company, and all additional options granted pursuant to such anti-dilution provisions shall be at the same exercise price as the original Options. Except as provided in clauses (b), (c) and (d) hereof, 25% of the Options shall vest immediately upon the granting thereof by the Company and the remainder shall vest ratably and daily over four (4) years from the date of grant. (b) In the event of a termination (as described in Article 5), and except as otherwise provided in Section 8.2(b4.1(c) and 4.1(d) hereof, all Options which have not vested as of the Termination Date shall cease vesting and shall be cancelled as of the Termination Date. All vested Options shall be cancelled ninety (90) days after the Termination Date, except that, in the event of a termination pursuant to Section 5.2(b) or 5.4 hereof, the exercise period for the Options shall be extended, at the election of the Employee in his sole discretion, for five (5) years following the Termination Date. (c) Upon the Employee's death or Disability (as defined in Section 5.1 below), all Options shall vest immediately and all Option rights provided for under this Agreement shall transfer to the Employee's designated beneficiary. All Options shall be cancelled ninety (90) days after the Employee's death or Disability, except that, at the election of the Employee's designated beneficiary in his or her sole discretion, the exercise period for the Options shall be extended for five (5) years following the Employee's death or Disability. (d) Notwithstanding anything to the contrary in the foregoing, in the event of a termination of this AgreementAgreement in any of the cases identified in Section 5.2(b) or 5.4 hereof, each Option Award all Options shall vest in accordance with Section 8(a) immediately upon such Termination Date. In addition, all Options shall vest immediately upon the consummation of any merger, consolidation, corporate reorganization or transfer of all or substantially all the assets of the SOP Company, whether or not the Employee continues as Chief Executive Officer of the surviving entity. (e) The Company may grant Employee options to purchase the Company's Common Stock in addition to the Options at such times and on such terms as may be decided from time to time by the Board of Directors, in its sole discretion. (f) Notwithstanding anything herein to the contrary, it is understood and agreed that any successor plan theretogrant of Options pursuant to the Incentive Stock Option Plan contemplated by this Article 4 is wholly contingent on the Company's obtaining shareholder approval subsequent to the date hereof for the adoption of such Incentive Stock Option Plan and to increase the number of shares of currently authorized Common Stock of the Company to such number so as to allow for the grant of the Options (the "Shareholder Consent"). The Company shall use its best efforts to create such Incentive Stock Option Plan within thirty (30) days of the date hereof and to obtain the adoption and approval of the Board of Directors therefor as soon as practicable thereafter, and the Company shall grant the Options to the Employee simultaneously with the closing of the Equity Financing; provided, however, that if the fourth and fifth sentences of Section 8(a) Equity Financing has not closed by February 15, 1996, the Options shall be granted promptly upon the written request of the SOP shall not apply to the Option AwardsEmployee. The Option Awards Company shall be set forth in award agreements consistent with use its best efforts to obtain the terms and conditions Shareholder Consent at the 1996 annual meeting of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredshareholders. In the event that the shareholders of the Company do not approve is unable to obtain the amendments to and restatement of the SOP at the Company's 2010 Annual MeetingShareholder Consent, then the Executive and the Company will consult one another in good faith and will shall use their reasonable its best efforts to arrive obtain the Shareholder Consent at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement next succeeding annual meeting of the SOPshareholders.

Stock Options. The (i) Company shall grant has previously granted to Executive nonqualified Employee options to acquire three hundred thousand (300,000) shares of Class A common stock options under the Technitrolof TV Guide, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares at an exercise price of the Company's common stock ("Common Stock") on the Effective Date $25 per share (the "First Tranche1999 Option Grant"). Notwithstanding the otherwise applicable exercise schedule under the First 1999 Option Grant, if the Gemstar Closing occurs, (i) andupon the date of such closing, options to acquire two-thirds of the total number of shares under the First 1999 Option Grant shall vest and become exercisable immediately and (ii) subject to the approval by the Company's shareholders other accelerated vesting provisions of the amendments First 1999 Option Grant agreement, options to and restatement acquire the remaining one-third of the SOP in a manner consistent with total number of shares under the terms set forth First 1999 Option Grant shall vest and become exercisable ratably (i.e., options on Exhibit Bone-fifth of such remaining one-third of the total shares each year) on each March 1 of the years 2000 through 2004. (ii) Effective October 1, an additional 360,000 1999, Company has granted to Employee options to acquire 760,688 shares of Common Stock on the first anniversary Class A common stock of the Effective Date TV Guide, Inc. (the "Second Tranche" and, collectively with the First Tranche, the "1999 Option AwardsGrant"). Each Options under the Second 1999 Option Award Grant shall be granted at an exercise price as set forth in first vest and become fully exercisable one day prior to the SOP or any successor plan thereto. Except as tenth anniversary of the date of grant provided that (notwithstanding anything to the contrary in Section 8.2(b4 hereof) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of Employee is then employed by the SOP or any successor plan theretoCompany; provided, however, that if the fourth Gemstar Closing occurs, options under the Second 1999 Option Grant shall vest and fifth sentences of Section 8(a) become exercisable ratably (i.e., options on one-sixth of the SOP shall not apply shares) on each of the first through the sixth anniversaries of the Gemstar Closing, subject to the Option Awards. The Option Awards shall be accelerated vesting provisions set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred1999 Option Grant agreement. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for The exercise price per share under the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP1999 Option Grant shall be $43.

Stock Options. The Company shall grant Notwithstanding anything to Executive nonqualified stock options under the Technitrolcontrary in any Option Agreement, Inc. 2001 Stock Option Plan established under the parties agree as follows: (a) All time-vesting Options that are scheduled to vest on December 31, 2005 will vest on such date. (b) All performance-vesting Options that are first eligible to become vested based on the Company's Incentive ’s achievement of its 2005 EBITDA targets will vest to the same extent as applicable to the Company’s other senior executive officers, as determined by the Company’s Compensation Plan ("SOP") or Committee; provided that if any successor plan thereto such Options remain outstanding and unvested immediately prior to purchase 360,000 shares the Effective Time, such Options will vest and become fully exercisable prior to the Effective Time, subject to the consummation of the Company's common stock Merger. ("Common Stock"c) on All Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2006 will vest and become fully exercisable immediately prior to the Effective Date Time, subject to the consummation of the Merger. (d) All Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2007 (the "First Tranche"“2007 Options”) will be converted into time-vesting options and, subject to your continued employment with the approval Company, will vest and become fully exercisable on December 31, 2007; provided, that if your employment is terminated by the Company's shareholders Company without Cause or by you for Good Reason, on or prior the second anniversary of the amendments to Effective Time, the 2007 Options shall become vested and restatement fully exercisable as of the SOP in a manner consistent date of termination. (e) To the extent applicable to you, all Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2008 (the “2008 Options”) will be converted into time-vesting options and, subject to your continued employment with the terms set forth Company, will vest and become fully exercisable on Exhibit BDecember 31, an additional 360,000 shares 2008; provided, that if your employment is terminated by the Company without Cause or by you for Good Reason, on or prior the second anniversary of Common Stock the Effective Time, the 2008 Options shall become vested and fully exercisable as of the date of termination. (f) Each Option shall expire on the first to occur of (i) the tenth anniversary of the Grant Date thereof, (ii) the first anniversary of your termination of employment due to death or disability, or (iii) the Effective Date (15th day of the "Second Tranche" andthird month following the date at which, collectively with or December 31 of the First Tranchecalendar year in which, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to would otherwise have expired if the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, had not been extended pursuant to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPParagraph 2(f)(iii).

Stock Options. The Company shall grant (a) By its approval of this Agreement, the Company’s Board of Directors has approved the issuance to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto of an option to purchase 360,000 acquire 5,000,000 shares of the Company's common stock ("’s Common Stock", under and pursuant to the provisions of the Worlds Inc. 2007 Stock Option Plan, as adopted by the Company’s Board of Directors and as approved by the Company’s Shareholders (the “Plan”) and on the Effective Date terms set forth in the Stock Option Agreement annexed to this Agreement as Exhibit A (the "First Tranche"“Option Agreement”), which provides inter alia that such option shall vest as set forth below, and be exercisable at the exercise price of $0.24 per share (which is the closing market price of the Company’s Common Stock on the date hereof) at any time during the five (5) year period following the date hereof (subject to earlier termination as provided under the Plan): (i) the option to acquire 2,000,000 shares shall vest immediately; (ii) the option to acquire 1,500,000 shares shall vest on August 28, 2019; and (iii) the option to acquire 1,500,000 shares shall vest on August 28, 2020. (b) The option being granted hereby is subject in all respects to the terms and provisions of the Plan and the Option Agreement, including, without limitation, the termination provisions contained in the Plan, and in the event of any conflict between the terms of this Agreement and the Plan or the Option Agreement, the Plan or the Option Agreement shall control. The option granted hereby is also subject to the approval of the Plan by the Company's shareholders ’s shareholders. It is the intention of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, howeverparties hereto that, to the extent possible, the options granted herein shall be “incentive stock options” as such term is defined in the Internal Revenue Code of 1986 and any of the terms of Section 8.5 the options shall be modified, as minimally as necessary, to maintain their status as incentive stock options. (c) Executive shall receive such other option, restrictive stock awards or other security-based compensation as the Board of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche Directors shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPapprove.

Stock Options. The Company Executive shall grant be recommended to Executive nonqualified stock options under the Technitrol, Compensation Committee or other committee of the Board administering the Revlon Inc. 2001 Amended and Restated 1996 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto that may replace it, as from time to time in effect, to receive on December 5, 1999 an option to purchase 360,000 300,000 shares of Revlon common stock, on December 5, 2000, an option to purchase 100,000 shares of Revlon common stock, and on December 5, 2001, an option to purchase 100,000 shares of Revlon common stock, each with a term of 10 years from the Company's date of grant and an option exercise price equal to the market price of Revlon common stock ("Common Stock") on the Effective Date date of grant and otherwise on terms (other than number of shares covered) substantially the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price same as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders other senior executives of the Company do not approve generally. Subject to the amendments Executive's continued employment with the Company, the options so recommended shall vest and become exercisable as follows: options granted on December 5, 1999 shall become 100% exercisable on December 5, 2002; options granted on December 5, 2000 shall become 25% exercisable on each December 5th thereafter; and options granted on December 5, 2001 shall become 25% exercisable on each December 5th thereafter. Notwithstanding the foregoing, if prior to and restatement December 5, 2002 the Executive shall terminate his employment pursuant to Section 4.4 or the Company shall terminate the Executive's employment other than for Cause pursuant to Section 4.3, a portion of the SOP at the Company's 2010 Annual Meetingoptions granted on December 5, then 1999 shall be exercisable for a period of one year following such termination of employment, such portion to be determined as follows: 33% if such termination occurs on or after December 5, 2000 and before December 5, 2001; and 66% if on or after December 5, 2001 and before December 5, 2002. In addition, the Executive and shall be recommended to the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement Compensation Committee or other committee of the SOPBoard administering the Revlon Inc. Amended and Restated 1996 Stock Plan or any plan that may replace it, as from time to time in effect, to receive, under that Plan or otherwise, an award intended to reasonably recognize any enhanced value that the recommended December 5, 1999 option grant would enjoy if it were priced on November 1 rather than December 5, 1999; which recommended award may, but need not, take the form of increasing the number of options otherwise recommended to be granted on December 5, 1999; and in all events, such recommended additional award, whatever its form, may be made subject to restrictions on vesting and exercisability (if applicable) with purpose similar to the restrictions pertaining to the contemplated December 5, 1999 option grant, and may be designed to minimize accounting impact and maximize tax deductibility.

Stock Options. The Employee agrees with the Company shall grant to Executive nonqualified stock options under that, except as ------------- provided in the Technitrolfollowing provisions, Inc. 2001 Stock Option Plan established under he owns no shares of the Company's Incentive Compensation Plan ("SOP") capital stock and has no stock options or other rights to acquire any successor plan thereto of such shares, any prior ownership or entitlement of the Employee being embodied in the following provisions. Employee is hereby granted options to purchase 360,000 fifteen (15) shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in of $3,851.89 per share. Such options shall vest one-sixth each fiscal quarter at the SOP or any successor plan thereto. Except as provided in Section 8.2(b) end of each of the first 6 quarterly periods after the date hereof, the first such vesting on June 30, 1997, and shall expire not later than the 10th anniversary of this Agreement. Employee also has existing options (i.e., each Option Award shall vest in accordance with Section 8(aa prior award) to acquire --- thirty (30) shares of the SOP Company's common stock at the exercise price of $1.00 per share, 15 of which options are already vested and 15 of which option will vest when he moves to California as aforesaid, and such 30 options have a term of 10 years and may be exercised at any time until their termination whether or any successor plan thereto; providednot Employee ceases to be employed by the Company. All stock options of Employee shall otherwise be subject to customary anti-dilution adjustments and other provisions, including vesting upon a change of control, and, if and when practicable, registration of the subject shares on Form S-8, as established for employee stock options generally , it being agreed, however, that with respect to the fourth 15 above-mentioned options exercisable at $3,851.89 per share, if such options, or any of them, shall become vested in the future, and fifth sentences of Section 8(a) Employee ceases to be employed by the Company, at a time when the Company has not yet gone public, then for purposes of the SOP shall timing of any exercise of such options, but not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For for purposes of Section 6 of vesting, Employee will be treated as if he had left the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders employment of the Company do not approve thirty days after the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and date the Company will consult one another in good faith goes public. [Paragraphs 6 and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP7 intentionally omitted.]

Stock Options. The (i) Subject to Board approval, to the extent not already granted, the Company shall grant to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock of the Company up to 750,000 under the Company’s 2023 Stock Incentive Plan (the “Plan”), as amended (each an “Option”) at an exercise price per share of $1.50, which is not less than the current fair market value of the underlying Option as of the date of grant. (ii) The Options shall vest and become exercisable on a cumulative basis with 25% to vest upon the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest Agreement and in accordance with Section 8(athirty-six (36) substantially equal monthly installments over the thirty-six (36) month period beginning on the last day of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year month following the fiscal year in which first anniversary of the Effective Date has occurred. In of this Agreement and the event last day of each month thereafter; provided that the shareholders Executive continues to have a Service Relationship (as defined in the Plan adopted as upon the Initial Series C Closing) with the Company through each such date. (iii) Notwithstanding the foregoing, all of the Options shall automatically vest upon the Executive’s Termination by the Company do not approve due to Change in Control (defined herein). (iv) Notwithstanding the amendments to foregoing, an additional nine (9) monthly installments of Options shall automatically vest upon Non-Renewal of this Agreement by the Company. (v) Notwithstanding the foregoing, (A) if the Executive is terminated during the Initial Period without Cause or the Executive resigns for Good Reason, as those terms are defined herein, then an additional fifteen (15) monthly installments of Options shall automatically vest, and restatement (B) if the Executive is terminated during any renewal Period without Cause or the Executive resigns for Good Reason, as those terms are defined herein, then an additional six (6) monthly installments of Options shall automatically vest. (vi) Notwithstanding the forgoing, in the case of Termination in the Event of Executive’s Disability or Death, a minimum of 25% of the SOP at Options shall automatically vest. (vii) All unvested Options shall automatically terminate upon the Executive’s termination for Cause or resignation without Good Reason (defined herein). (viii) All Options shall be subject to other standard terms and conditions, not inconsistent with the foregoing, as are contained in the Company's 2010 Annual Meeting, then the Executive ’s standard form of Notice of Grant and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPStock Option Agreement.

Stock Options. The Upon Executive's execution of the stock option agreement referred to hereinafter in this Section 2.3, as a special inducement to Executive, Company shall will grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under to acquire 183,276 (representing 5% of the Company's Incentive Compensation Plan fully diluted Common Stock equity of the Company before the completion of the Company's 1997 Equity Rationalization Program) shares of Company's Common Stock at the closing price of Company's Common Stock on the date of approval of this provision by the Company's Stock Option Committee (the "SOPOptions"), with the Options to vest as follows (unless they vest earlier as provided in Section 3.2.2 or Section 3.3.3 (b)): (i) 45,819 Options will vest on December 31, 1997; (ii) an additional 45,819 Options will vest on December 31, 1998; (iii) an additional 45,819 Options will vest on December 31, 1999; (iv) the final 45,819 Options will vest on December 31, 2000. The Options which have vested on or before termination of employment may be exercised until the earlier of: (a) ten (10) years from the date hereof, (b) three (3) years after termination of employment unless due to Executive's Material Breach (as hereinafter defined); or (c) sixty (60) days after termination of employment due to Executive's Material Breach. The Options will be subject to such additional terms and conditions as may be set forth in Company's 1988 Stock Option and Stock Appreciation Rights Plan, as amended through March 1997 or any successor or replacement stock option plan thereto (the "Option Plan"), as well as the form of stock option agreement. In the event of a merger of the Company, the Options will be converted into substantially similar options to purchase 360,000 receive substantially the same consideration as received by the holders of the Company's Common Stock, as determined by the Company's Stock Option Committee. The Company covenants that it shall secure shareholder approval for the Options and shall register the shares underlying the Options with the Securities and Exchange Commission on Form S-8 (if available for such purpose) on or before the first anniversary hereof. The options may be assigned to a trust established for the benefit of Executive's family, if to do so does not make the underlying shares ineligible for registration of Form S-8. In addition, within 12 months following completion of the Company's 1997 Equity Rationalization Program, the Company's Stock Option Committee will undertake to increase the the number of stock options granted to Executive in consideration of the substantial increase in the number of shares of the Company's common stock ("Common Stock") Stock expected to be outstanding at that time. Finally, all options held by Executive on the Effective Date date of a Change of Control (as hereinafter defined), including those granted hereunder, shall vest on the "First Tranche") and, subject to the approval by the Company's shareholders date of the amendments to and restatement Change of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPControl.

Stock Options. The Company shall (a) All time-based vesting of the Employee's original grant to Executive nonqualified of 1,182,870 incentive stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan theretoEmployment Agreement (the "Original Grant") shall cease effective May 5, 2000. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth Any and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be all remaining incentive stock options (except for those options set forth in award agreements consistent with subsection (b) hereof) that have not vested as of May 5, 2000 will terminate and be canceled. (b) From the terms and conditions Original Grant, 78,858 of the SOP or any successor plan thereto, subject, however, incentive stock options will be immediately vested upon execution and delivery of this Agreement and the expiration of the seven (7) day period referred to in Section 37 hereof. (c) Subject to the terms provisions of Section 8.5 3 and/or 25(d) hereof which shorten such exercise period, the Employee shall be able to exercise his vested stock options (including both incentive stock options and non-statutory stock options) during the Transition Period and, the ninety (90) day period commencing November 6, 2000 and terminating February 6, 2001. (d) If the Employee secures alternative employment as permitted by Section 6 hereof and, as a result thereof, any of the Employee's incentive stock options become, by operation of law, nonstatutory stock options prior to February 6, 2001 (or such earlier date as may occur pursuant to Sections 3 and/or 25(d)), the Employee agrees to indemnify and hold harmless SoftLock, its directors and officers, for all applicable withholding taxes on the exercise of the Employee's stock options. (e) If the Employee elects to exercise any vested option the Employee agrees to pay SoftLock in immediately available funds (i) the exercise price to exercise his stock options granted pursuant to this Agreement or previously pursuant to the Employment Agreement and (ii) for all withholding taxes due upon the Employee's exercise of nonstatutory stock options. The Employee is prohibited from exercising his stock options via cashless exercise or cashless tax withholding by SoftLock, but may exercise his stock options via cashless exercise through a broker or other third party in compliance with all applicable laws. (f) SoftLock will use its commercially reasonable efforts to file a registration statement in Form S-8 with respect to stock options issued under the 1998 Stock Option Plan by August 15, 2000 in order to permit the Employee to receive shares of SoftLock's common stock which have been registered under the Securities Act of 1933 for any stock options exercised after such registration. (g) If the Employee provides a Notice of Intention to Sell under Section 3.2 of the Restated Shareholders Agreement and the Company does not elect to purchase all of the equities so offered, the Company shall provide him with written confirmation of this Agreement. For purposes of Section 6 of the SOP fact in a form reasonably requested by a broker or any successor plan thereto, the First Tranche shall consist of an issuance other financial institution with whom Employee is doing a cashless exercise of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredsuch equities or any other pledgee or buyer. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetingaddition, then the Executive and the Company will consult one another request each Preferred Group (as defined in good faith and will use their reasonable best efforts the Restated Shareholders Agreement) to arrive at provide such a mutually agreeable substitution for written confirmation, and/or a confirmation that the Second Tranche which would put the Company and the Executive Preferred Group declines to exercise its rights to participate in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement a sale under said Section 3.2, or a waiver of the SOPPreferred Group's rights under said Section 3.2, with respect to any equities of the Employee so offered to the Preferred Groups under that Section.

Stock Options. The (a) You and the Company shall grant to Executive nonqualified stock agree and acknowledge that the Stock Incentive Plan provides that by reason of your retirement, all options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock that you were granted shall automatically vest as of the Date of Retirement. For clarification, Exhibit B hereto lists all such options and their respective exercise prices. The Company acknowledges that, assuming that you continue to serve as a Director immediately following your retirement, the exercise periods with respect to your various options are unaffected by your retirement. Accordingly, (i) you have until the earlier of (A) the expiration of three (3) months following the termination of your membership on the Company's board of directors (or six (6) months from your death if you die while a director) or (B) the expiration of the original term of such option (i.e., ten years after its grant date), in which to exercise those options granted to you prior to 1999; and (ii) you have until the earlier of (A) the expiration of twelve months following the termination of your membership on the Company's board of directors (or six (6) months from your death if you die while a director) or (B) the expiration of the original term of such option (i.e., ten years after its grant date) in which to exercise those options granted to you in or after 1999. (b) Notwithstanding the foregoing, the Board of Directors, or the Compensation Committee of the Board of Directors of the Company, has taken such action as is necessary so that with respect to options granted on January 24, 1997, January 30, 1998, and February 28, 2000 you will have until January 24, 2007, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 24, 2000 Page 6 January 30, 2008 and February 28, 2010, respectively in which to exercise such options (collectively, the "Common StockExtended Options") on the Effective Date (the "First Tranche") and, subject to the approval following provisions. In the event that you wilfully and materially breach the terms of the Consulting Agreement or the Mutual Release and Separation Agreement each dated as of March 24, 2000, by and between you and the Company (respectively, the "Consulting Agreement" and the "Separation Agreement"), (a "Material Breach") at any time after the date hereof and within thirty-six (36) months of the Date of Retirement, in addition to the Company's shareholders rights to obtain equitable relief or damages for such breach, the Company may suspend thirty-three percent (33%) of the amendments to and restatement original amount of each tranche of the SOP in Extended Options (or, with respect to a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares tranche of Common Stock on the first anniversary Extended Options for which less than thirty-three percent (33%) of the Effective Date original amount is outstanding at that time, all such tranche of Extended Options) (the "Second Tranche" and, collectively with the First Tranche, the "Option AwardsSuspended Options"). Each Option Award The Company shall be granted at an suspend your right to exercise price as set forth the Suspended Options by (i) filing a request for arbitration within a reasonable time after any Senior Manager (i.e., any individual holding the title of Senior Vice President or higher) learns of the Material Breach, which request specifically states that the Company is suspending your right to exercise, or (ii) in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreementevent the Company reasonably determines that your asserted Material Breach is curable, each Option Award shall vest in accordance with Section 8(a) of by sending you a written notice describing the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment Material Breach and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredsteps you must take to cure such Material Breach. In the event that the shareholders of the Company do not approve the amendments asks you to cure a Material Breach and restatement of the SOP at you fail to cure such breach to the Company's 2010 Annual Meetingsatisfaction within five (5) business days following delivery to you of written notice from the Company, then the Executive and the Company then may commence an arbitration proceeding, in which case your right to exercise the Suspended Options will consult one another in good faith and will use their reasonable best efforts remain suspended. In the event that an arbitrator determines that you have not committed a Material Breach, the arbitrator may award you damages directly caused by the suspension of your right to arrive at exercise the Suspended Options. In the event that an arbitrator determines that you have committed a mutually agreeable substitution for Material Breach, the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement exercise period of the SOPSuspended Options shall terminate immediately, without prejudice to the Company's right to obtain equitable relief or damages for such Material Breach; provided that an award of additional damages (if any) shall take into account termination of the Suspended Options. Nothing contained herein otherwise shall be deemed to limit the Company's right to obtain equitable relief or damages for a Material Breach that occurs before or after thirty-six (36) months after the date you execute this Agreement. In the event of your death, your options shall be exercisable by your legal representative or legatee in accordance with their terms.

Stock Options. The Company shall grant to Executive nonqualified stock options under Upon the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares later of the Company's common stock ("Common Stock") on the Effective Date or the date on which the Bank shall have received not less than $6,000,000 in gross proceeds from a private placement (the "First TranchePrivate Placement") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock of the Bank for which ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. shall have acted as the Bank's placement agent, Regent shall grant the Executive options, which shall be non-qualified stock options, to purchase an aggregate of 150,000 shares of Regent's Common Stock exercisable at the closing bid price of one share of Regent Common Stock as reported by Nasdaq on the date of such grant. Such options shall have the following principal terms: (i) Such options shall be exercisable for a period of five years from the date hereof in installments as follows: (a) 50,000 shares on or after the first anniversary of the Effective Date Date; (b) 50,000 shares on or after the "Second Tranche" second anniversary of the Effective Date; and (c) 50,000 shares on or after the tenth business day preceding the third anniversary of the Effective Date; (ii) the options shall become immediately exercisable and remain exercisable for the remainder of their term in the event of (A) a Change in Control, collectively (B) a termination of this Agreement by the Employers without Cause or (C) a termination of this Agreement by the Executive for Good Reason; (iii) the options shall terminate immediately in the event of a termination of this Agreement by the Employers for Cause or (B) a termination of this Agreement by the Executive without Good Reason; (iv) the options shall remain exercisable until the earlier of the expiration of their term or three years after the termination of this Agreement by the Employers because of the Executive's death or Permanent Disability and the options shall become immediately exercisable if such termination occurs during the 270 days preceding consummation of a Change in Control; (v) the options shall be transferable by gift to members of the Executive's family or to entities controlled by such family members or by will or by the laws of descent and distribution; (vi) the options shall be subject to customary anti- dilution adjustments as to the exercise price and the number of shares purchasable in the event Regent issues its Common Stock at a price less than the then prevailing market value thereof, as determined by ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.; (vii) if Regent adopts an option plan for its employees that provides for terms more favorable to the optionees thereunder than the term of the options to be granted to the Executive, then, in such event, the term of the options to be granted to the Executive shall be amended so that the terms thereof incorporate such more favorable terms of such option plan; and (viii) promptly following the grant of the options contemplated hereby to the Executive, Regent shall file a Form S-8 registration statement with respect thereto with the First Tranche, the "Option Awards"). Each Option Award Securities and Exchange Commission and shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable its best efforts to arrive at a mutually agreeable substitution cause such registration statement to remain effective for as long as any of the Second Tranche which would put the Company and options granted to the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPremain exercisable.

Stock Options. The Company Employee shall grant be eligible to Executive nonqualified stock options under participate in the Technitrol, Inc. 2001 Company's 1992 Stock Option Plan established or any other stock bonus or stock option plan authorized by the Company for its employees, officers and consultants. On the Effective Date, Employee shall be granted, under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 1992 Stock Option Plan, stock options for 50,000 shares of the Company's common stock ("Common Stock") on Stock in connection with the Effective Date (the "First Tranche") and, subject Employee's execution of this Agreement. Such options shall have an exercise price equal to the approval by fair market value (as defined in the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common 1992 Stock on the first anniversary Option Plan) as of the Effective Date (the "Second Tranche" and, collectively Date. Options covering 25,000 shares shall vest and become exercisable upon Employee's commencement of Employee's Employment Agreement with the First TrancheCompany; options covering 25,000 shares shall vest and become exercisable twelve (12) months after the Employee's commencement of this Employment Agreement. If employee's position is terminated or eliminated due to, but not limited to, merger, acquisition or restructuring, the "Option Awards")25,000 unvested options become fully vested on date of termination at price set by date of hire, September 1, 1996, and exercisable for ten (10) years from date of grant. Each Option Award Such options shall be granted at an exercise price as set forth in exercisable for ten (10) years from the SOP or any successor plan thereto. Except as provided in Section 8.2(b) date of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan theretogrant; provided, however, that Employee shall forfeit all non-vested options upon termination of employment with the fourth Company for any reason and fifth sentences of Section 8(a) as otherwise provided in the 1992 Stock Option Plan. In connection with the granting of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions aforementioned options, Employee hereby acknowledges prior receipt of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with ExecutiveCompany's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued Form 10-KSB for the fiscal year following ending December 31, 1994, Proxy Statement dated May 8, 1995, Form 10-QSB for the fiscal year in which the Effective Date quarter ended June 30, 1995, 1992 Stock option Plan and related stock option plan disclosure documents. Employee also acknowledges that Employee has occurred. In the event that the shareholders had ample opportunity to review each of the Company do not approve aforementioned documents prior to the amendments to and restatement execution of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPthis Agreement.

Stock Options. The Company (i) On the Effective Date, Employee shall grant to Executive nonqualified be awarded stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's ADT’s Long-Term Incentive Compensation Plan ("SOP"“LTIP”) or any successor plan thereto to purchase 360,000 250,000 shares of the Company's ADT common stock ("Common Stock") with an exercise price equal to $0.33 per share on the Effective Date (Date. These options are intended to be “Incentive Stock Options”, as defined in the "First Tranche") and, subject to LTIP. The options shall vest at the approval by the Company's shareholders rate of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 31,250 shares of Common Stock on the first anniversary of every three months after the Effective Date (Date. In order to provide for this grant, ADT shall seek approval from its shareholders for an increase in the "Second Tranche" and, collectively with shares available for issuance under its LTIP so that a sufficient number of shares will be available under the First TrancheLTIP for this grant. If the increase is not approved, the "Option Awards"). Each Option Award shall grant of these options will be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredvoid. In the event that of a “Change of Control”, as defined in Section 6 below, occurring after the receipt of such shareholder approval, all options granted pursuant to this Section 3(d)(i) shall immediately vest and become exercisable. (ii) On the Effective Date, Employee shall be awarded nonqualified stock options to purchase 250,000 shares of ADT common stock with an exercise price equal to $0.33 per share. The options shall vest at the rate of 31,250 shares every three months after the Effective Date. In the event of a “Change of Control”, as defined in Section 6 below, all options granted pursuant to this Section 3(d)(ii) shall immediately vest and become exercisable. All of the terms of the LTIP applicable to “Nonqualified Stock Options” shall apply to these options. In the event the shareholders approve an increase in the shares available for issuance under its LTIP so that a sufficient number of shares will be available under the Company do not approve LTIP for the amendments to and restatement grant of the SOP at the Company's 2010 Annual Meetingoptions under Section 3(d)(i), then the Executive and grant of options under this Section 3(d)(ii) will be void, to the Company end that Employee will consult one another in good faith and will use their reasonable best efforts only be able to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPexercise options under either Section 3(d)(i) or Section 3(d)(ii), but not both.

Stock Options. The Company Executive shall grant be eligible to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established receive ------------- grants under the Company's stock option plan(s) including grants relating to the Company's Long-Term Incentive Compensation Plan ( the "LTIP"), at the sole discretion of the Human Resources Committee of the Board (the "SOPHuman Resources Committee"), subject to such terms and conditions as such Committee may decide, and in accordance with the grant letter for such options. In connection with this Agreement, Executive has been granted 50,000 options on May 1, 1997, with 20,000 options to vest on April 30, 2002 and the balance to vest on November 30, 2006, if the Executive is an employee of the Company on such date. In addition: (i) The 20,000 options scheduled to vest on April 30, 2002 shall vest prior to April 30, 2002 (i.e., on the date of employment ---- termination) in the event the Executive's employment hereunder terminates due to the Executive's death or any successor plan thereto to purchase 360,000 shares of Disability, a Without Cause Termination, a Constructive Discharge, or the Company's common stock election not to renew. ("Common Stock"ii) The 30,000 options scheduled to vest on November 30, 2006 shall vest prior to such date (i.e., on the Effective Date (date of employment termination) ---- if Executive is employed by the "First Tranche") andCompany after April 30, subject 2002, and after such date the Executive's employment hereunder terminates due to the approval by Executive's death or Disability, a Without Cause Termination, a Constructive Discharge, or the Company's shareholders election not to renew. (iii) All options which become vested hereunder or under any other provisions of this Agreement shall be exercisable by the amendments to and restatement of Executive at any time during the SOP in a manner consistent Executive's employment with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest Company in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan theretooption plan, subject, however, to and for a period of twelve months following the terms Date of Section 8.5 of this AgreementTermination. For purposes of Section 6 of the SOP or any successor plan theretothis paragraph, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetingelection not to extend the Term of this Agreement, then the Executive's employment shall be deemed to terminate on the date such election is intended to become effective, notwithstanding that the Executive and the Company will consult one another elects, in good faith and will use their reasonable best efforts accordance with Section 1 hereof, to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement terminate his employment as of the SOPdate of the Notice of Nonrenewal.

Stock Options. The Company shall grant to (a) In connection with this Agreement Executive nonqualified has been granted stock options under the Technitrolon September 30, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto 1996, to purchase 360,000 (i) 5,000,000 shares of Company common stock having an exercise price equal to the per share fair market value (determined in accordance with the applicable provisions of the Company's common stock ("Common Stock") on the Effective Date 1995 Stock Incentive Plan (the "First TranchePlan")) andof Company common stock on September 30, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date 1996 (the "Second Tranche" andA Options") and (ii) 3,000,000 shares of Company common stock of which 1,000,000 shall have an exercise price equal to 125% of the per share fair market value of the Company common stock on such date ("Group 1"), 1,000,000 shall have an exercise price equal to 150% of the per share fair market value of the Company common stock on such date ("Group 2"), and 1,000,000 shall have an exercise price equal to 200% of the per share fair market value of the Company common stock on such date ("Group 3") ("Groups 1, 2 and 3 are collectively with referred to herein as the First Tranche, the "Option AwardsB Options"). Each The A Option Award shall vest on September 30, 2003. Group 1 of the B Options shall vest on September 30, 2004. Group 2 of the B Options shall vest on September 30, 2005. Group 3 of the B Options shall vest on September 30, 2006. The A Option shall expire on September 30, 2008, and the B Options shall expire on September 30, 2011. Such options shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreementsubject to, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; providedand governed by, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions provisions of the SOP Plan except to the extent of modifications of such options which are permitted by the Plan and which are expressly provided for in this Agreement. (b) In accordance with the Plan, Executive will enter into a stock option agreement with Company containing the terms and provisions of such options set forth herein together with such other terms and conditions as counsel for the Company requires to assure compliance with applicable federal or any successor plan theretostate law and stock exchange requirements in connection with the issuance of shares of Company common stock upon exercise of options to be granted as provided herein, subjector as may be required to comply with the Plan. (c) If Company has not already done so, howeverCompany shall register Executive's shares pursuant to the appropriate form of registration statement under the Securities Act of 1933 and shall maintain such registration statement's effectiveness at all required times. (d) Company shall, to the extent permitted by law, make loans to Executive in reasonable amounts on reasonable terms of Section 8.5 of this Agreement. For purposes of Section 6 and conditions during his employment by Company to facilitate the exercise of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments granted to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPhim as described above.

Stock Options. The 8.1.1 Following the date hereof, the management of the Company shall grant recommend to Executive nonqualified stock options under the TechnitrolBoard of Directors of Kaltura, Inc. 2001 Stock Option Plan established under Inc., the Company's ’s parent company (“Kaltura”), to consider that Employee will participate in Kaltura’s 2017 Equity Incentive Compensation Plan and any applicable sub-plan ("SOP") or any successor plan thereto together the “Plan”), subject to its terms and conditions and such additional terms and conditions of an equity award agreement to be entered into between Employee and Kaltura, all as will be determined by the Board of Directors of Kaltura. Accordingly, subject to the approval of the Board of Directors of Kaltura, Employee will be granted the option to purchase 360,000 up to 50,000 shares of the Company's common stock of Kaltura ("Common Stock") on the “Options”), at a price per share to be determined by the Board of Directors of Kaltura as the fair market value of such shares as of the applicable grant date. 8.1.2 The commencement date of the vesting schedule of the Options shall be the Effective Date (the "First Tranche"“Vesting Commencement Date”). The Options shall vest and be exercisable over a four (4) and, subject to the approval by the Company's shareholders year-period (“Vesting Period”) as follows: (i) 1/4 of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock Options shall vest on the first anniversary of the Effective Vesting Commencement Date (the "Second Tranche" and“First Anniversary”); (ii) thereafter, collectively with additional 1/48 of the Options shall vest at the end of each subsequent month following the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(bAnniversary over a three (3) of this Agreement, each Option Award shall vest year-period; (iii) in accordance with Section 8(athe above and provided that Employee has been continuously engaged with the Company throughout the Vesting Period, all Options shall become fully vested by the fourth (4th) anniversary of the Vesting Commencement Date. Notwithstanding the foregoing, all unvested portions of the Options shall become fully vested and exercisable subject to the occurrence of the following “double trigger” conditions: (i) during Employee’s employment with the Company (or its subsidiary, parent, or another subsidiary of Kaltura), Kaltura consummates a Merger Transaction (as such term is defined in the Plan), and (ii) within 12 months following the closing of such Merger Transaction, Employee’s employment with the Company (or the entity that employs Employee after the consummation of the Merger Transaction) is terminated (a) by the Company (or by such entity that employs Employee) for any reason other than for Cause (as such term is defined in the Plan); or (b) by Employee for Good Reason. “Good Reason” means any of the following: (i) unless agreed to otherwise by Employee, the failure by the Company (or by such entity that employs Employee) to provide Employee with all or part of his agreed upon salary and/or any other benefits required under law and/or any other material breach by the Company (or by such entity that employs Employee) of any provision of the SOP applicable employment agreement which breach, in each case, is not cured within five (5) days after the receipt of written notice by the Company (or any successor plan theretoby such entity that employs Employee) of a description of such breach, if the breach is curable; (ii) a reduction resulting in the value of Employee’s salary and/or the monetary value of Employee’s benefits, of more than 12.5%, unless such reductions are made in the same proportion as part of across-the-board salary reductions for substantially all other employees with a similar level; (iii) a substantial diminution in the nature or status of Employee’s responsibilities, duties, titles or reporting level (unless otherwise agreed to by Employee), provided, however, that notwithstanding the fourth and fifth sentences foregoing, for purposes of Section 8(a) of the SOP this subsection (iii), a substantial diminution in such nature or status shall not apply to the Option Awards. The Option Awards shall be set forth exist in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that due to a Merger Transaction the shareholders of Employee has authority and responsibility over a division, subsidiary or entity that is substantially similar in size to the Company do not approve the amendments division, subsidiary or entity over which Employee had authority and responsibility immediately prior to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPsuch Merger Transaction.

Stock Options. (i) The Company Compensation Committee of the Board (the “Compensation Committee”) shall grant to Executive nonqualified stock options under the TechnitrolEmployee at its first meeting following January 1, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan 2011 ("SOP"A) or any successor plan thereto an option to purchase 360,000 300,000 shares of the Company's ’s common stock ("Common Stock") on stock, pursuant to the Effective Date FalconStor Software Inc. 2006 Incentive Stock Plan (the "First Tranche"“2006 Plan”), and (B) andan option to purchase 1,220,000 shares of the Company’s common stock, pursuant to that certain Stand-Alone Stock Option Agreement in the form attached as Exhibit A hereto (the “Option Agreement”), subject to stockholder approval of the approval by Option Agreement (collectively, the “Stock Options”). The Stock Options will have an exercise price per share equal to the closing price of the Company's shareholders ’s common stock on the NASDAQ Global Market on the date of the amendments to grant. The Stock Options will vest and restatement of the SOP become exercisable in a manner consistent accordance with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock following schedule: thirty three percent (33%) on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) date of this Agreement, each Option Award shall vest in accordance with Section 8(a; thirty three percent (33%) on the second anniversary of the SOP or any successor plan theretodate of this Agreement; and thirty-four percent (34%) on January 1 of the third year following the date of this Agreement; provided, however, that with respect to the fourth and fifth sentences of Section 8(a) of the SOP shall not apply options granted pursuant to the Option AwardsAgreement, if stockholder approval of the Option Agreement is not obtained on or prior to the first anniversary of the date of this Agreement, the Option Agreement and the grant made thereunder will be deemed void ab initio. For the avoidance of doubt, assuming stockholder approval of the Option Agreement, the Stock Options will vest and become exercisable as follows: thirty three percent (33%) on January 11, 2012; thirty three percent (33%) on January 11, 2013, and thirty-four percent (34%) on January 1, 2014. The Option Awards shall Stock Options will each have a ten (10) year term and will be set forth in award agreements consistent with subject to the terms and conditions of the SOP 2006 Plan and the Option Agreement, as applicable, except as otherwise stated in this Agreement. (ii) In the event stockholder approval of the Option Agreement is not obtained on or any successor plan thereto, subject, however, prior to the terms first anniversary of Section 8.5 the date of this Agreement. For purposes of Section 6 , the Compensation Committee shall grant Employee at its first meeting following the first anniversary of the SOP or any successor plan thereto, the First Tranche date of this Agreement (which shall consist be held promptly after such date) such number of an issuance of options for 360,000 restricted shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist Company’s common stock (the “Replacement Shares”) having a value equivalent to that of issuances the option to purchase 1,220,000 shares granted pursuant to the Option Agreement as of options for 140,000 shares the date of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following original option grant, as reasonably determined by the fiscal year in which the Effective Date has occurred. Compensation Committee. (iii) In the event that of a Change of Control, as defined under Section 1(c) of this Agreement, during the shareholders term of the Company do not approve Employee’s employment with Company, all of Employee’s outstanding unvested Stock Options and Replacement Shares will automatically vest and be fully exercisable, as applicable, on the amendments to and restatement date of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement such Change of the SOPControl.

Stock Options. The Effective as of the next monthly grant date under the Company’s equity compensation policy following the Commencement Date, the Company shall grant to the Executive nonqualified stock options under to purchase six hundred thousand (600,000) shares of Class D Common Stock (the Technitrol“Options,” and the shares of Class D Common Stock obtainable upon exercise of such Options, Inc. 2001 Stock the “Option Plan established under Shares”). Notwithstanding the foregoing, Executive agrees that the Options grant may be deferred until the month following the next monthly grant (or to successive months) if, in the Compensation Committee’s sole discretion, such a deferral is deemed necessary to comply with i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ rules and regulations. Except as set forth in this Section 5.10, all terms and conditions of such Options (and such Option Shares) shall be set forth in the Company's Incentive Compensation Plan ’s equity compensation plan and such documentation as the Company may prescribe. ("SOP"a) or any successor plan thereto to purchase 360,000 shares The price payable by the Executive for each Option Share shall be the Fair Market Value of the Company's common stock ("Common Stock") each Option Share on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders date of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price grant as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(boption agreement. (b) of this Agreement, each The Options to purchase Option Award Shares shall vest in accordance with Section 8(athe following schedule: Vesting Date Vested Percentage of Options to Purchase Option Shares April 15, 2009 33 1/3 % April 15, 2010 66 2/3 % April 15, 2011 100 % (c) Notwithstanding any other provision contained herein, upon a Change of Control, all of the SOP or Executive’s Options shall become fully and immediately exercisable. (d) Upon termination of the Executive’s employment hereunder, any successor plan theretothen unexercisable Option shall expire and be immediately forfeited. The Executive’s right to exercise any exercisable Option following termination of her employment shall be governed in accordance with the terms of the Company’s equity compensation plan; provided, however, that if the fourth and fifth sentences of Section 8(a) of the SOP Executive’s employment terminates for any reason other than her death or Disability, any exercisable Option shall not apply also expire and be forfeited until the ninetieth (90th) day following such termination. (e) All unexercised Options to acquire Option Shares shall expire on the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions tenth anniversary of the SOP or any successor plan thereto, subject, however, to the terms their respective dates of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPgrant.

Stock Options. The Pursuant to the American Commercial Lines Inc. Equity Award Plan for Employees, Officers and Directors, adopted by the Board on January 10, 2005, the Company shall grant to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 14,018 shares of Common Stock (the Company's common stock "Options"), representing approximately one quarter per cent ("0.25%) of the issued and outstanding shares of Common Stock") on Stock as of the Effective Date (the "First Tranche") and, subject with an exercise price per share equal to the approval by the Company's shareholders fair market value of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares share of Common Stock on the first anniversary of Effective Date. For purposes hereof, as determined by the Effective Date (the "Second Tranche" andbankruptcy court, collectively with the First Trancheupon emergence from Chapter 11 proceedings, the "Option Awards")fair market value" of the Common Stock means $16.65 per share. Each Option Award The Options shall be granted at an exercise price restricted and non-transferable, as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Stock Option Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; providedform attached hereto as Exhibit A. To the extent permitted by applicable law, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards Options shall be incentive stock options in each year and, with respect to any Options that are vested, shall be exercisable for the applicable periods set forth in award agreements consistent the Stock Option Agreement. The term of the Options shall be for a period of ten (10) years following the date of the grant of the Options hereunder, shall vest on a pro rata basis over a period of three (3) years following the date of grant, shall be exercisable, to the extent vested, for the period following termination that is specified in the Stock Option Agreement, and shall be subject to such other terms and conditions not inconsistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of Agreement as are set forth in the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments Option Agreement to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put be executed by the Company and the Executive in substantially and as determined by the same positions they would Compensation Committee. The Executive shall not be entitled to any rights with respect to the Common Stock underlying the Options, including the right to vote or receive dividends or distributions with respect to any of the Common Stock underlying the Options, until such Options (or any portion thereof) have been in had the shareholders approved the amendments exercised. Any future awards of options, if any, shall be subject to and restatement of the SOPperformance-based vesting requirements.

Stock Options. The Except as hereinafter provided, effective as of the date (the “New Plan Effective Date”) on which the shareholders of the Company approve a new equity compensation plan (the “New Plan”), the Company shall grant to Executive the Employee a nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto option to purchase 360,000 950,000 shares of the Company's common stock of the Company ("Common Stock"the “Options”) under (and therefore subject to all terms and conditions of) the Company’s new equity compensation plan and all rules and regulations of the Securities and Exchange Commission applicable to the Company’s equity plans then in effect, and pursuant to an associated stock option agreement to be entered into between the Company and the Employee, so long as either (1) the Employee is then still an employee of the Company or (2) if Employee is no longer an employee, in the event that the Employee's employment hereunder has been previously terminated under Section 6 hereunder for any reason other than by the Company pursuant to Section 6(b) and the New Plan Effective Date is within one (1) year after the date of termination of Employee’s employment hereunder. The Options shall have an exercise price per share equal to the closing sale price of a share of the common stock of the Company as reported on the NASDAQ stock market the date immediately preceding the date of grant, and shall vest and become exercisable as follows: (i) options with respect to 200,000 shares of common stock of the Company shall vest and become exercisable monthly, on a pro rata basis, where the vesting schedule shall deem to have commenced on August 16, 2010 and shall continue until August 15, 2011; and (ii) commencing on August 16, 2011, and monthly thereafter until August 15, 2014, options with respect to 20,833 shares of common stock of the Company each shall vest (or shall be deemed to have vested) and become exercisable. If Employee is still an employee of the Company on the New Plan Effective Date, the Options shall immediately accelerate, vest and become exercisable in full (exercisable by Employee at any time within one year of such hereinafter described event), in the event that (i) the Employee’s employment is terminated hereunder for any reason other than (1) by the Company for Cause pursuant to Section 6(b) of this Agreement or (2) by the Employee for any reason other than for Good Reason (as hereinafter defined) pursuant to Section 6(f) of this Agreement or (ii) there is a Change in Control. If Employee is no longer an employee on the New Plan Effective Date (but is entitled to Options as provided above, then except as hereinafter provided, the "First Tranche"Options shall be granted to Employee and shall immediately accelerate and vest and remain exercisable in full for a period of one year after the New Plan Effective Date. Notwithstanding the prior sentence, in the event Employee is no longer an employee on the New Plan Effective Date as a result of Employee’s voluntary termination of employment pursuant to Section 6(g) below, then the vested Options shall remain exercisable for a period of one year from the New Plan Effective Date. The Options shall be in addition to, and not in substitution for, the stock options granted to the Employee pursuant to the Consulting Agreement, and, subject to the approval by the Company's shareholders above provisions of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit Bthis Section 5(c)(i), an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price subject to terms and conditions substantially similar to those as set forth in the SOP or any successor plan thereto. Except Stock Option Plan and the stock option agreement, as provided in Section 8.2(b) of this Agreementamended, each Option Award shall vest in accordance with Section 8(a) of between the SOP or any successor plan thereto; provided, however, that Company and the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued Employee in connection with Executive's recruitment and the Second Tranche shall consist of issuances of stock options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for granted to Employee pursuant to the fiscal year following the fiscal year in which the Effective Date has occurredConsulting Agreement. In the event that The Company agrees to use its best efforts to cause the shareholders of the Company do not approve to adopt a new equity compensation plan to allow for the amendments to and restatement grant of the SOP at the Company's 2010 Annual MeetingOptions described above, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts which plan shall include provisions to arrive at a mutually agreeable substitution allow for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments grant of options to and restatement of the SOPformer employees.

Stock Options. The Company shall grant to Executive nonqualified Upon execution of this Agreement, the Employee is hereby granted stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 3,000,000 shares of the Company's Corporation’s common stock ("Common Stock") on the Effective Date (the "First Tranche") andstock, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted $.01 par value per share at an exercise price of $0.13 per share (the "Execution Date Option"). Upon the execution of the Amendment to Executive Employment Agreement dated December 22, 2005 between the Corporation and the Employee, (the “Amendment”) the Employee is granted stock options to purchase 4,000,000 shares of the Corporation’s common stock at an exercise price of $0.13 per share (the “Amendment Date Option”, and collectively with the Execution Date Option, the “Option”). The Option shares shall vest and be exercisable as follows: (i) 1,000,000 Option shares on October 1, 2004; (ii) 333,333 Option shares on each of January 1, 2005, April 1, 2005, July 1, 2005 and October 1, 2005; (iii) 3,888,667 Option shares on January 1, 2006; and (iv) 778,001 Option shares on April 1, 2006. for purposes of this Employment Agreement, the portion of the Option which vests prior to January 1, 2005 shall be referred to as the “Pre-409A Option Portion,” and the portion of the Option which vests on or after January 1, 2005 shall be referred to as the “Post-409A Option Portion.” The Option shall have a ten (10) year term, subject to earlier termination as set forth in Section 7 upon the SOP or any successor plan theretotermination of the Employee’s employment with the Corporation. Except The Execution Date Option is evidenced by the Non-Qualified Stock Option Agreement in the form of Exhibit A hereto. The Company covenants and agrees to promptly prepare a Non-Qualified Stock Option Agreement for execution by the Corporation and the Employee that will (i) consolidate the Execution Date Option and the Amendment Date Option, and (ii) provide for compliance with Section 409A of the Internal Revenue Code of 1986, as provided in amended, and the regulations promulgated thereunder (“Section 8.2(b) of this Agreement409A”). The Employee and the Corporation agree that the Option shall be issued pursuant to the Corporation’s 1998 Stock Option Plan, each Option Award as amended, as such Plan shall vest be further amended in accordance with this Section 8(a5(b) to comply with Section 409A. The Employee will also be eligible in the future to receive option grants based on performance or on achievement of milestones as determined by the Board of Directors or the Compensation Committee. The Corporation will promptly amend the Corporation’s 1998 Stock Option Plan to comply with Section 409A and prepare and issue to the Employee an amended and restated non-qualified stock option agreement conforming to the requirements of Section 409A with respect to the Post-409A Option Portion, in form and substance satisfactory to the parties, in replacement of the Execution Date Option. The Corporation acknowledges and agrees that shareholder approval of the Option has been obtained and that the shares underlying the Option have been duly registered.” 4. Section 5(c) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth Employment Agreement is hereby deleted in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment its entirety and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued following is inserted in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.its place:

Stock Options. The (i) On the Effective Date or as soon as administratively feasible thereafter, the Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 acquire 148,005 shares of the Company's common stock (the "Common StockOption") on under such terms and conditions as provided for under the Effective Date Company's then existing stock option plan which are not inconsistent with clause (ii) below. (ii) The Option described in clause (i) above shall be granted subject to the following terms and conditions: (A) the Option shall be granted under and subject to the Company's stock option plan (the "First TrancheOption Plan"); (B) andthe exercise price per share of each Option shall be $17.76; (C) the Option shall be vested as to 16.67% of the shares subject thereto on each sixth month anniversary of the date of grant until the Option is 100% vested; provided, subject that, the Option shall cease to vest upon Executive's termination of employment; (D) the approval Option shall be exercisable for the ten (10) year period following the date of grant; provided, that, upon Executive's termination of employment for any reason, any unvested portion of the Option shall automatically terminate and the vested portion of the Option shall remain exercisable for 30 days after Executive's termination of employment, but in no event beyond the original term of the Option; provided, further, that, if Executive's employment is terminated by the Company's shareholders Company without Cause or by Executive for Good Reason, the Option shall become 100% vested and remain exercisable for 90 days following such termination of employment (180-days if such termination occurs concurrent with or within 6 months following a Change in Control (as defined in the Option Plan)), but in no event beyond the original term of the amendments to Option; and restatement of (E) the SOP in Option shall be evidenced by, and subject to, a manner stock option agreement whose terms and conditions are consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPhereof.

Stock Options. The Company shall grant to Executive nonqualified stock parties acknowledge that options under (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOPOriginal Options") or any successor plan thereto to purchase 360,000 215,054 shares of the Company's common stock stock, par value $.001 ("Common Stock") on ), were granted to Employee under the Effective Date 1996 CS Wireless Systems, Inc. Incentive Stock Plan, as amended from time to time (the "First TranchePlan") and, subject to the approval by the Company's shareholders ). The parties further acknowledge that of the amendments Original Options, options to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 172,044 shares of Common Stock on Stock, at an exercise price of $6.50 per share, are fully vested (the "Remaining Options") and the balance of the Original Options, which represent options to purchase 43,010 shares of Common Stock, are hereby surrendered by Employee to the Company. The Remaining Options shall continue to be governed by the Plan. The Plan is the same as that which covers all senior executives of the Company, and any amendments to the Plan will be applicable to Employee. On the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) date of this Agreement, each Option Award Employee shall vest have the option, provided the Company's common stock is not then publicly traded and the price per share quoted on any applicable exchange or over-the-counter is greater than $9.50, to (i) hold the Remaining Options, in which event the Remaining Options shall be exercisable until the five-year anniversary of this Agreement in accordance with Section 8(athe Plan, or (ii) deliver written notice ("Election Notice") to the Company of his election to cancel all, but not part of, the Remaining Options in consideration for payment by the Company of $500,000; upon delivery of such payment, the options shall lapse without further action. The Election Notice must be received by the Company during regular business hours on or before the first anniversary of the SOP date of this Agreement or any successor plan theretoshall not be effective; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP if such date falls on a Saturday, Sunday or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetinglegal holiday, then the Executive date on which the Election Notice must be received is on the first business day thereafter. The Company shall pay $500,000 (less applicable taxes) within ten (10) days of its receipt of an effective Election Notice. Except as otherwise amended by this PARAGRAPH 3, the Stock Option Agreement shall remain in full force and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPeffect.

Stock Options. The Company (i) During the Term, the Executive shall grant be eligible to be granted Options at such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion; provided, that the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under shall be granted such Options in accordance with the Company's Incentive Compensation Plan customary past practice unless the Committee determines in its good faith discretion that the amount or timing of such Option grants shall be revised based upon the Executive's performance. ("SOP"ii) or In addition to any successor plan thereto to purchase 360,000 shares Options granted in accordance with subsection (i), as of the Company's common stock ("Common Stock") on the Effective Date the Executive shall be granted a non-qualified stock option (the "First TrancheRetention Options") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 252,658 shares of Common Stock on pursuant to either or both of the Stock Incentive Plans, which Retention Option shall be evidenced by one or more written Retention Stock Option Agreements to be entered into by and between the Company and Executive as of the date hereof, each in substantially the form attached hereto as Exhibit B. The Retention Options shall have an exercise price equal to the fair market value per share of Common Stock as of the Effective Date and shall have a term of 10 years. The Retention Options shall become exercisable in three cumulative installments as follows: (A) the first installment shall consist of 20% of the shares of Common Stock covered by the Retention Options and shall become vested and exercisable on June 30, 2008, (B) the second installment shall consist of 20% of the shares of Common Stock covered by the Retention Options and shall become vested and exercisable on June 30, 2009 and (C) the third installment shall consist of 60% of the shares of Common Stock covered by the Retention Options and shall become exercisable on June 30, 2010; provided, that, except as otherwise provided in Section 7 or in the Retention Stock Option Agreement, no portion of the Retention Options not then exercisable shall become exercisable following the Executive's termination of employment for any reason. In the event of the Executive's termination of employment for any reason other than for Cause, the Retention Options to the extent then exercisable shall remain exercisable until the earlier of (x) the date provided in the Retention Stock Option Agreement or (y) the tenth anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option AwardsDate. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive acknowledge and agree that the Retention Options shall not provide for the grant of any "Restoration Options" as defined in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPCompany's 2000 Stock Incentive Plan.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares Effective as of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") anddate hereof, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award you shall be granted stock options to purchase 275,000 shares of common stock of the Company at an exercise price as set forth in of $29.50 per share. Between the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) date hereof and the earliest date hereafter that the stockholders of the SOP Company adopt a new stock option plan or increase the number of shares issuable under options granted under any successor plan theretoof the Company’s existing stock option plans (the “New Plan Date”), you may be granted additional stock options to purchase shares of common stock of the Company at an exercise price of not more than $29.50 per share. Effective as of the New Plan Date, you shall be granted stock options to purchase that number of shares of common stock of the Company which, when added to all other grants to you under this Section 3.7, equals 800,000 shares, at an exercise price of not more than $29.50 per share unless you otherwise agree; provided, however, that the fourth maximum number of shares for which you will be granted options to purchase in any calendar year shall not exceed 700,000, and fifth sentences any options which would otherwise have been granted to you but for such limitation shall be granted to you in the next calendar year. All options granted to you under this Section 3.7 shall expire on the earlier of Section 8(a(a) the tenth anniversary of the date hereof and (b) one year after the expiration or earlier termination (other than for Cause) of the SOP term of your employment, unless otherwise extended by the Compensation Committee. Such options shall not apply to vest and be exercisable in equal one-fourth increments on the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions first through fourth anniversaries of the SOP date hereof, respectively. Notwithstanding the foregoing, all such options shall vest and be immediately exercisable in full upon a Change of Control (as defined below) or any successor plan thereto, subject, however, to upon the terms of Section 8.5 earlier expiration or termination of this Agreement. For purposes Agreement (unless such earlier termination is for Cause or results from your voluntary termination of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPyour employment).

Stock Options. The Company shall (i) On or prior to the Effective Date, the Board will authorize the grant to the Executive nonqualified stock of options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 200,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First TrancheOptions") and, ). The Options shall be granted under the Company's 1999 Option Plan and shall be subject to the approval terms of both the 1999 Option Plan and an Option Agreement to be executed by the Company's shareholders Executive in connection with the grant of the amendments to Options. The Option Agreement shall provide, among other things, that the Options are exercisable at a price per share of $17.50 and restatement that the Options vest over four years at the rate of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock 25% on the first anniversary of the grant date and 611,01. on each quarter thereafter. (ii) In addition to the stock options described above in Section 5(d)(i), on or prior to the Effective Date Date, the Board will authorize the grant to the Executive of options to purchase 100,000 shares of the Company's common stock exercisable at the offering price of the Company's initial underwritten public offering, if and when such offering should occur (the "Second Tranche" and, collectively with the First Tranche, the "Option AwardsIPO Options"). Each Option Award The IPO Options shall be granted at an exercise price as set forth in under the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Company's then applicable Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth Plan and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, subject to the terms of Section 8.5 of this both such Option Plan and an Option Agreement (the "IPO Option Agreement. For purposes of Section 6 of ") to be executed by the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued Executive in connection with Executive's recruitment and the Second Tranche grant of the IPO Options. The IPO Option Agreement shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event provide, among other things, that the shareholders IPO Options vest over four term at the rate of 25% on the first anniversary of the Company do not approve grant date and 6 1/4% on each quarter thereafter. (iii) Notwithstanding any other provisions of this Section, the amendments applicable Option Plans governing issuance of stock options to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive hereunder shall provide that all stock options granted to the Executive shall (A) immediately vest and (B) become exercisable within ninety days after termination of employment within two years following a Change in Control, whether by the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and without Cause or by the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPwith Good Reason (as hereinafter defined).

Stock Options. The Company Employee shall grant to Executive nonqualified stock be granted options under (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOPOptions") to purchase from the Company all or any successor plan thereto to purchase 360,000 part of a total of 250,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit Bpar value $.001 per share, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in equal to or above the SOP or any successor plan thereto. Except as provided in Section 8.2(b) closing price of this Agreement, each Option Award shall vest in accordance with Section 8(athe Company's Common stock on the date of grant (the "Date of Grant") of the SOP or any successor plan thereto; provided, however, that Options. One half of the fourth option shares will be issued as an "incentive stock option" and fifth sentences one half will be issued as a "non-qualified stock option" within the meaning of Section 8(a422 of the Internal Revenue Code. The Options will expire on the day prior to the tenth (10th) anniversary of the Date of Grant, or such earlier date as may be provided in the 1997 Stock Compensation Plan (the "Plan"). Subject to the provisions of Plan, the Options may be exercised as follows; on the date that is six (6) months from the Date of Grant, twenty-five percent (25.000%) of the SOP options granted shall not apply be vested, and thereafter beginning on the first day of the seventh month after the Date of Grant, one thirty-sixth (1/36) of the remaining portion shall vest on the first day of each month, from month to month, until fully vested. In addition to the Option Awardsforegoing stock option grant, Employee will be eligible to participate in the Company's stock option plan and therefore be eligible for an annual grant of additional stock options, if any, that are awarded to all of the Company's employees. The Option Awards If Employee is terminated "without cause" under Section 6(d) above, then the effect of the termination of the Employee's employment on such options shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to determined by the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment Plan and the Second Tranche option agreement related to such Options. If Employee is terminated "for cause" under Section 6(c) above, then the Options shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredbe terminated. In the event that of a "Change of Control" as defined in the shareholders Plan or the issuance of 33% of the outstanding shares of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meetingwhile this Agreement remains in effect, then the Executive Options issued and outstanding to Employee shall immediately vest (100%), and the Company will consult one another in good faith and will use their reasonable best efforts to arrive Employee may exercise his options at a mutually agreeable substitution for any time during the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement original term of the SOPoption agreement (as defined therein), and such termination of this Agreement shall not cause termination or expiration of the Options.

Stock Options. The (a) Effective as of the date hereof, options to purchase an aggregate of 300,000 shares of common stock of the Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established previously awarded under the Company's Incentive Compensation 1994 Stock Option Plan ("SOP"as amended) or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche1994 Plan") and, subject shall be cancelled to the approval by Company. In consider- ation for such cancellation, the Company's shareholders Compensation Committee of the amendments to and restatement Board shall, effective as of the SOP date hereof, grant to the Executive an option to purchase 259,695 Shares (as defined in a manner consistent with the 1994 Plan) under the terms set forth on Exhibit Bin the 1994 Plan, except as provided below: Option exercise price per share: $2.50; Term of Option: 10 years from the date of grant; and Termination of Employment: if the Executive's employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason (as such terms are defined herein), the option shall remain exercisable, to the extent exercisable as of the effective date of such termination, for a period of the lesser of (1) 1 year following the effective date of such termination and (2) the original term of such option. (b) In addition, effective as of the date hereof, options to pur- chase an additional 360,000 aggregate of 35,000 shares of Common Stock on the first anniversary common stock of the Effective Date Company previously awarded under the Company's 1996 Stock Option Plan (as amended) (the "Second Tranche" and, collectively with 1996 Plan") shall be cancelled to the First TrancheCompany. In consideration for such cancellation, the "Option Awards"). Each Option Award shall be granted at Compensation Committee of the Board shall, effective as of the date hereof, grant to the Executive an exercise price option to purchase 30,305 Shares (as defined in the 1996 Plan) under the terms set forth in the SOP or any successor plan thereto. Except as provided 1996 Plan, except that provisions in Section 8.2(brespect of the option exercise price, term and exercisability of such option set forth above in subsection (a) of this Agreement, each Option Award Section 9 shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not also apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPoption granted hereun- der.

Stock Options. The Company As of the Employment Commencement Date, Executive shall grant to Executive nonqualified be granted stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First TrancheStock Options") to purchase a total of two million (2,000,000) shares of Company common stock with a per share exercise price equal to twelve and eleven-sixteenths dollars ($12-11/16ths) (the "Employment Commencement Date Stock Value"). The Stock Options shall be for a term of ten years (or shorter upon termination of employment or consulting relationship with the Company) and, subject to accelerated vesting as set forth elsewhere herein, shall vest as to 1/48th of the approval shares on each month following the Commencement Date, so as to be 100% vested on the four year anniversary thereof, conditioned upon executive's continued employment or consulting relationship with the Company as of each vesting date. The Stock Options may be exercised prior to vesting by means of Executive entering into a fully recourse promissory note bearing the lowest rate of interest to avoid imputed income to Executive, subject to Executive entering into a standard form of restricted stock purchase agreement with the Company. The Stock Options are intended to be "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the 3 maximum extent permitted by the $100,000 rule of Code Section 422(d). Except as specified otherwise herein, these option grants are in all respects subject to the terms, definitions and provisions of the Company's shareholders 1989 Stock Plan and the standard form of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date stock option agreement thereunder (the "Second Tranche" and, collectively with the First Tranche, the "Option AwardsAgreement"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan theretowhich documents are incorporated herein by reference; provided, however, that to the fourth and fifth sentences of Section 8(a) extent that the Stock Options may not be granted under the 1989 Stock Plan by virtue of the SOP shall not apply limitation on the number of shares subject to option that may be granted thereunder in any fiscal year of the Option Awards. The Option Awards Company, they shall be set forth in award agreements consistent with granted outside of the 1989 Stock Plan pursuant to a written option agreement containing the same material terms and conditions of as to those governing the SOP or any successor plan thereto, subject, however, to option granted under the terms of Section 8.5 of this Agreement1989 Stock Plan. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche Any such non-Stock Plan stock option shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of be registered by the Company do not approve the amendments on Form S-8 prior to and restatement any vesting of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPsuch option.

Stock Options. The Company shall grant (a) Immediately prior to Executive nonqualified the Effective Time, each outstanding employee or director stock options option (an "Option") to purchase Shares granted under the Technitrol1983 Incentive Stock Option Plan, Inc. 2001 the 1993 Incentive Stock Option Plan, the 1993 Non-Employee Directors Stock Option Plan established under or the Company's Incentive Compensation 1996 Non-Employee Directors Stock Option Plan (collectively, the "SOPOption Plans") or any successor other compensation plan thereto to purchase 360,000 shares or arrangement of the Company's common stock ("Common Stock") on Company shall be canceled, and each holder of any such Option, whether or not then vested or exercisable, shall be paid by the Company at the Effective Date Time for each such Option an amount determined by multiplying (i) the "First Tranche"excess, if any, of the Merger Consideration over the applicable exercise price of such Option by (ii) and, subject the number of Shares such holder could have purchased (assum ing full vesting of all Options) had such holder exer cised such Option in full immediately prior to the approval by the Company's shareholders of the amendments Effec tive Time. (b) Prior to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First TrancheTime, the "Option Awards"). Each Option Award Company shall be granted at an exercise price as set forth in the SOP or use its best efforts (i) to obtain any successor plan thereto. Except as provided in Section 8.2(bconsents from holders of Options and (ii) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or make any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, amendments to the terms of the Option Plans or compensation plans or arrangements, to the extent such consents or amendments are necessary to give effect to the transactions contem plated by Section 8.5 2.5(a). Notwithstanding any other provision of this Agreement. For purposes Section 2.5, payment may be withheld in respect of Section 6 any Option until necessary consents are ob tained. (c) The Company shall promptly amend the 1994 Employee Stock Purchase Plan to provide for (i) the sus pension of participation during any offering periods commencing subsequent to the date of this agreement for the pendency of the SOP or any successor plan thereto, Merger and subject to the First Tranche shall consist successful consummation of an issuance the Merger and (ii) the termination of options for 360,000 shares the 1994 Employee Stock Purchase Plan as of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPTime.

Stock Options. The Company shall grant to Executive nonqualified stock options under (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan (------------- "SOPOptions") or any successor plan thereto to purchase 360,000 shares Eighteen Thousand Six-Hundred Forty-Six (18,646) Shares (subject to adjustment as provided in Section 3) (the "Option Shares") of the Company's common stock ("Class A Common Stock") on the Effective Date , par value $.001 per share, pursuant to an Agreement Evidencing Grant of Stock Option of even date herewith (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option AwardsAgreement"). Each Option Award shall be granted at an exercise price , a copy of which is attached hereto as Exhibit B. Except as set forth in this Section 5.11, all terms and conditions of such option (and of such Class A Common Stock to be issued upon the SOP or any successor plan thereto. Except as provided in Section 8.2(bexercise of such option) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent the Option Agreement. (a) The price payable by Executive for each Option Share shall be as set forth in Section 2 of the Option Agreement. (b) The Option to purchase Option Shares shall first become exercisable in equal increments on and after thirty-two (32) dates ("Exercise Dates") during the Term of Employment. The first such Exercise Date shall be on May 31, 1999, and each subsequent Exercise Date shall be on the last day of each calendar month thereafter, through and including December 31, 2001. (c) Upon a Change of Control, all of Executive's Options shall become fully and immediately exercisable. (d) Upon termination of Executive's employment hereunder, any then unexercisable Option shall expire and be immediately forfeited. Executive's right to exercise any exercisable Option following termination of his employment shall also expire and be forfeited to the extent that such Options are not exercised on or before the ninetieth (90/th/) day following such termination. (e) All unexercised Options to acquire Option Shares shall expire on the tenth anniversary of their respective dates of grant. (f) During the Term of Employment, and so long as the Company has never had a class of equity security (other than a class of equity security that is preferred as to the payment of dividends or upon liquidation of the Company) registered under the Securities Act of 1933, as amended, Executive may not Transfer any Options, whether or not exercised, or Option Shares except that Executive may (i) pledge Option Shares to the Company, (ii) deliver Option Shares to the Company or direct the Company to withhold Option Shares otherwise issuable upon exercise of the Option in satisfaction of withholding tax requirements as described in Section 6(b) of the Option Agreement, or (iii) if the Company so agrees, sell Option Shares to the Company for the then-current Fair Market Value of such Option Shares in accordance with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms provisions of Section 8.5 5.12(a) hereof. Any Transfer or attempted Transfer of any Option Shares in violation of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto5.11(f) shall be null and void, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company shall not record such Transfer on its books or treat any purported transferee of such Option Shares as the owner of such securities for any purpose. (g) Upon termination of Executive's employment hereunder, and so long as the Company has never had a class of equity security (other than a class of equity security that is preferred as to the payment of dividends or upon liquidation of the Company) registered under the Securities Act of 1933, as amended, the Company may, at its sole option and in accordance with the provisions of Section 5.12(b) hereof, elect to purchase from Executive all but not less than all of the Option Shares held by Executive, or thereafter acquired by Executive in accordance with Section 5.11(d) hereof, for the then-current Fair Market Value of such Option Shares. (h) Executive hereby acknowledges that until such time as the Option Shares have been registered under the Securities Act of 1933, as amended, (which registration the Company will consult one another file promptly after its Common Stock first becomes so registered) such Option Shares shall be subject to certain transfer restrictions (in good faith addition to the transfer restrictions on the Option Shares forth in Section 5.11(f) hereof) and will use their reasonable best efforts to arrive at a mutually agreeable substitution for bear the Second Tranche which would put following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. The certificate(s) representing the Company and Option Shares will also bear the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS, AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EMPLOYMENT AGREEMENT AND AN AGREEMENT EVIDENCING GRANT OF A STOCK OPTION, BOTH BETWEEN THE COMPANY AND THE SIGNATORY THERETO AND DATED AS OF JANUARY 1, 1999. A COPY OF SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 previously entered into a series of Stock Option Plan established under Agreements, the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares most recent of which is attached hereto as Exhibit C. The parties agree that the terms of each of the Company's common stock ("Common Stock") on existing Stock Option Agreements will remain in full force and effect subsequent to the Effective Date (the "First Tranche") andTermination Date, subject to the approval by following: (a) all unvested options (per the schedule attached as Exhibit D) will continue to vest according to the usual vesting period (equal installments, over 36 months) and each of the grants will expire at the end of their respective terms. (b) during the period from June 1, 2016 through June 30, 2016, Executive will be entitled to exercise his vested options and then sell the shares at his discretion, provided that during such period Executive will not sell, or place orders to sell, more than 25,000 shares per day, and Executive consents to the entry of stop transfer instructions with the Company's shareholders transfer agent against the transfer of shares in excess of 25,000 shares per day. After June 30, 2016, Executive's right to exercise his vested options, and to sell shares, shall be as determined under the terms of the amendments Stock Option Agreements and applicable law; however, Executive may continue to and restatement exercise his vested options up to the end of their respective terms without regard to any time limitations in Section 6(a)(viii) or (x) of the SOP CytRx Corporation Amended and Restated 2008 Stock Incentive Plan, in a manner consistent with existence at the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) time of this Agreement. (c) should the Company decide to discontinue drug development and enter into a different business, each Option Award acquire a different business, or be acquired by a company whose business is not drug development, Executive will then have ninety (90) days from the date that he is notified in writing of such event to exercise any vested options he may still have, including any options that become vested during such ninety (90) day period pursuant to Section 7(a). Any options that have not been exercised by the last day of such ninety (90) day period, including any options that have not yet vested pursuant to Section 7(a), shall vest in accordance with Section 8(a) be forfeited on the last day of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(aninety (90) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPday period.

Stock Options. The (a) Executive shall be permitted to participate in any stock option and similar plans as adopted by the Company from time to time for the grant of stock options and other equity incentives to the Company’s employees. On the Effective Date and on each anniversary thereafter during the term of this Agreement (subject to Executive’s continuous employment with the Company through each such anniversary), the Company shall grant Executive a stock option, which will be, to Executive nonqualified stock options the extent possible under the Technitrol$100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, Inc. 2001 Stock Option Plan established as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), under the Company's Incentive Compensation ’s 2003 Stock Plan ("SOP"the “Plan”) or any successor plan thereto to purchase 360,000 shares of the Company's ’s common stock ("Common Stock"as adjusted for stock splits and stock combinations that may occur after the date of this Agreement), which each such option shall have a per share exercise price equal to the fair market value of the Company’s common stock on the applicable date of grant (each an “Annual Option” and collectively, the “Annual Options”). Subject to the accelerated vesting provisions set forth herein, each Annual Option will vest as to 1/12th of the shares subject to such option each month following its date of grant, so that each Annual Option will be fully vested and exercisable one year from its grant date, subject to Executive’s continuous service to the Company through each relevant vesting date. Notwithstanding the above, in the event of a Change in Control (as defined in Section 8.1 below) of the Company prior to the granting of all Annual Options, then the securities underlying all of the then remaining yet unvested Annual Options shall be accelerated with respect to their vesting and shall be granted in their entirety to Executive. (b) On the Effective Date, the Company shall grant Executive a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Code, an “incentive stock option” (as defined in Section 422 of the Code), under the Plan to purchase 1,000,000 shares of the Company’s common stock, which such option shall have a per share exercise price equal to the fair market value of the Company’s common stock on the Effective Date (the "First Tranche") and“Performance Option” and together with the Annual Options, the “Options”). The Performance Option shall vest upon the Company’s achievement of the following performance milestones, subject to Executive’s continuous employment with the approval Company through the date any such performance milestone is achieved: · 100,000 shares subject to the Performance Option will vest upon the filing of the first IND of a drug derived from the “Montigen acquisition;” · 100,000 shares subject to the Performance Option will vest upon the filing of the second IND of a drug derived from the “Montigen acquisition;” · 100,000 shares subject to the Performance Option will vest upon the filing of the third IND of a drug derived from the “Montigen acquisition;” · 100,000 shares subject to the Performance Option will vest upon the acquisition of a corporate partner or licensee for one or more of the drugs in the SuperGen portfolio, providing the value of any such deal is projected to exceed $10MM in combined up-fronts, R&D payments, milestones and royalties to SuperGen throughout its course; · 250,000 shares subject to the Performance Option will vest upon the securing of a significant corporate partner for one or more of the Company’s drugs or $25,000,000 in additional financing; · 100,000 shares subject to the Performance Option will vest upon the Company achieving a cash-flow positive first year of operations; · 100,000 shares subject to the Performance Option will vest upon the Company achieving a cash-flow positive second year of operations; · 150,000 shares subject to the Performance Option will vest upon achievement of additional milestone(s) to be agreed upon with the Board, including, but not limited to, acquisition of a company or drug that is assessed to be value-enhancing by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date Board. (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). c) Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(bhave a term of ten (10) years from its date of this Agreementgrant, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply subject to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued earlier termination in connection with Executive's recruitment ’s termination of service to the Company as provided in the Option Agreements. The Options will be subject to the terms, definitions and provisions of the Plan and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment stock option agreements to be executed by and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the between Executive and the Company (the “Option Agreements”), all of which documents will consult one another have terms substantially identical to that of Executive’s predecessor as Chief Executive Officer and are incorporated herein by reference. Notwithstanding the above, in good faith and will use their reasonable best efforts to arrive at the event of a mutually agreeable substitution for the Second Tranche which would put Change in Control (as defined in Section 8.1 below) of the Company and prior to the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement granting of all of the SOPPerformance Options then the securities underlying all of the then remaining yet unvested Performance Options shall be accelerated with respect to their vesting and shall be granted in their entirety to Executive.

Stock Options. The Company shall grant to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 500,000 shares of the Company's its common stock ("Common Stock"the “Option Shares”) at an exercise price per share equal to the fair market value per share on the date of grant which is expected to be March 6, 2006. The options will vest and become exercisable in three equal installments, the first two of which shall be on the first and second anniversaries of the Effective Date (Date, and the "First Tranche") andthird shall be on February 1, 2009, so long as, except as otherwise set forth herein, the Executive’s employment continues through such vesting dates. The term of the options will be ten years from the date of grant, subject to earlier termination in the approval event the Executive’s employment terminates. To the extent the options are, or become, vested at the time of termination of his employment, if such termination of employment is (i) by the Company's shareholders Executive without Good Reason, the vested portion of the amendments to and restatement option will remain exercisable for 90 days following such termination (but not beyond the ten-year option term); (ii) by the Executive for Good Reason or by the Companies not for Cause, the vested portion of the SOP in a manner consistent with option will remain exercisable for three years following such termination (but not beyond the terms set forth on Exhibit B, an additional 360,000 shares ten-year option term); (iii) due to the death or Permanent Disability of Common Stock on the first Executive or at the end of the Employment Period due to notice of nonrenewal given by the Companies (after the sixth anniversary of the Effective Date Date) or the Executive pursuant to Section 5.01, the vested portion of the option will remain exercisable for two years following such termination (but not beyond the "Second Tranche" andten-year option term), collectively or (iv) by the Companies for Cause, the option (whether or not vested) shall be immediately forfeited. The Option Shares will be registered as soon as practicable on Form S-8 under the Securities Act. The Executive agrees that he will comply with the First Tranche, Stock Ownership Guidelines adopted by the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest Board and will retain shares in accordance with such Guidelines. 3. Section 8(a) 4.06 of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth Employment Agreement is hereby amended in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.its entirety as follows:

Stock Options. The Company shall grant to Executive nonqualified stock You were granted options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's ’s common stock ("Common Stock") on the Effective Date (the "First Tranche") andstock, subject pursuant to the approval by governing Stock Option Agreements, the Company's shareholders ’s 1999 Equity Incentive Plan and the Company’s 2000 Equity Incentive Plan (collectively, the “Plan Documents”). As of the amendments to Separation Date, and restatement under the terms of the SOP in a manner consistent Plan Documents, Fifty Four Thousand Nine Hundred Ninety-Six (54,996) of your unexercised options will have vested and the Company’s unvested share repurchase option will have lapsed with respect to One Hundred Forty-Four Thousand (144,000) of your early-exercised options granted on October 12, 1999. In further consideration of the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall on the Separation Date, the Company will allow (a) an additional Twenty Thousand Two (20,002) option shares to immediately vest in accordance full (i.e., acceleration of an additional 12 months of vesting), and (b) the unvested share repurchase option with Section 8(a) respect to the remaining 16,000 of the SOP or any successor plan thereto; providedOctober 12, however, that the fourth and fifth sentences 1999 early-exercised options to immediately lapse in full. Please see Exhibit B hereto for a summary of Section 8(a) of the SOP shall not apply to the Option Awardsthese options. The Option Awards shall be option acceleration and lapse of repurchase option set forth in award agreements consistent with the terms and conditions this Section 6 are provided in lieu of the SOP or three (3) months of continued vesting provided in your Offer Letter. All vesting of your options will cease on the Separation Date. Any and all of your unexercised and vested options must be exercised by 5:00 p.m. on May 31, 2005, and any successor plan theretooptions that are not exercised by 5:00 p.m. on the May 31, subject, however, 2005 shall expire and terminate. You acknowledge that any options exercised after the Separation Date may lose “incentive stock option” status under Internal Revenue Code and agree to consult your tax advisor concerning the terms status of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPsuch options.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 1997 Stock Option Plan established under pursuant to which ▇▇▇▇’s options were granted provides that his options “shall terminate immediately upon the termination for any reason of the holder’s employment or services,” with the holder having 90 days following such termination in which to exercise his options. While the language could be construed otherwise, the Company's Incentive , through its Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares Committee on the advice of counsel, has taken the position that the options will remain exercisable until the earlier of their expiration dates and 90 days following his termination of service as a board member, in accordance with applicable Company policies. The terms of the Company's common stock ("Common Stock") on January 27, 2006 Transfer Restriction Agreement between ▇▇▇▇ and the Effective Date (the "First Tranche") andCompany remain in effect. In summary, subject to the approval address all of ▇▇▇▇’s benefits remaining payable by the Company's shareholders , in addition to the $173,077 it has already paid to ▇▇▇▇, the Company proposes two options by which ▇▇▇▇’s benefits will be delivered. Please have ▇▇▇▇ execute his name following the option he selects, in the signature block provided for this purpose. By executing his name under either option, ▇▇▇▇ agrees he is voluntarily and knowingly releasing the Company (including its affiliated companies), and the officers, directors and agents thereof (collectively, the “Releasees”) from any and all claims pertaining to benefits under the May 12, 2006 employment agreement between him and all applicable employment laws identified in Annex 1, and the Company’s reporting of such benefits to applicable taxing authorities. ▇▇▇▇ has the right to consider this release for 21 days and, for seven (7) calendar days following his execution of this letter agreement, to revoke it. To be effective, his revocation must be in writing and delivered by hand or overnight mail and received by the Company within the seven day period. This letter agreement will not be effective or enforceable until the seven day revocation period has expired. This release does not waive rights or claims that may arise when this release is executed. In addition, in the case of the amendments second option, ▇▇▇▇ agrees to indemnify the Releasees for, and restatement hold the Releasees harmless from and against, any and all claims, liabilities and exposures arising out of any determination that the SOP in a manner consistent with the terms set forth on Exhibit Bpayment to ▇▇▇▇ of benefits prior to June 2, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance 2008 does not comply with Section 8(a) 409A (it being understood and agreed that each of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive ▇▇▇▇ and the Company will consult one another be responsible for the fees and expenses of its own counsel). ▇▇▇▇▇▇ ▇▇▇▇▇, Esq. April 8, 2008 Option 1 and Option 2 follow on page 5 and 6 respectively. Any deliveries to ▇▇▇▇ will be made by (a) certified mail, return receipt requested, (b) recognized overnight courier or (c) personal delivery service, in good faith each case addressed to ▇▇▇▇ ▇▇▇▇▇ at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and will use their reasonable best efforts be deemed delivered, in the case of (a), on the fifth business day following the date postmarked, in the case of (b), the next business day, and, in the case of (c), the date of delivery to arrive at a mutually agreeable substitution for the Second Tranche which delivery service as documented by the Company’s records. Please let me know immediately in writing if ▇▇▇▇ would put prefer deliveries to be made to an alternate address. Please feel free to call me with any questions or comments. Very truly yours, The Children’s Place Retail Stores, Inc. By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President, General Counsel and Secretary Direct: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Esq. April 8, 2008 Option 1: The Company will make the Company following payments and the Executive deliveries to ▇▇▇▇ ▇▇▇▇▇, in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement full satisfaction of the SOP.its obligations under ▇▇▇▇’s employment agreement:

Stock Options. The Company shall grant to (a) Executive nonqualified presently holds a total of 452,546 stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 exercisable for shares of the Company's TMP common stock ("Common Stock"the “Stock Options”) on with various strike prices and vesting dates. TMP previously agreed to and hereby affirms it has extended the Effective Date exercise period from three (3) years following vesting to ten (10) years overall for 275,077 Stock Options (as adjusted for TMP’s January 2011 merger) that were granted to Executive pursuant to that certain Consulting Agreement by and between TMP and Executive dated November 15, 2006. Except for the "First Tranche") andforegoing, all Stock Options held by Executive as of the date of this Agreement shall remain subject to the approval by the Company's shareholders of the amendments to terms and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common conditions provided for such Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth Options in the SOP granting documentation and any supplements or amendments thereof from time to time, including any successor plan thereto. Except acceleration provisions hereunder. (b) As soon as provided in Section 8.2(b) practical after the execution of this Agreement, each Option Award TMP’s Board will grant Executive options exercisable upon vesting for up to Four Hundred Thousand (400,000) shares of TMP common stock, with a five (5) year term, with an exercise price per share equal to fair market value per share (as determined by independent valuation or other methodology compliant with Section 409A of the Internal Revenue Code (as amended from time to time and including the regulations promulgated thereunder, the “Code”)) as of the date of grant. The options shall vest in accordance with Section 8(a) equal portions on the first and second anniversary of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 date of this Agreement. For purposes Executive shall be solely responsible for paying his own federal and state taxes associated with the grant and any exercise of Section 6 such Stock Option, provided, that TMP will take any necessary action, to the extent reasonable, to ensure incentive stock option treatment for the Stock Option, in whole or part, to the extent eligible under applicable laws. (c) Executive shall be eligible to receive grants of additional Stock Options or other equity incentive awards at the SOP discretion of TMP’s Board of Directors or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPdesignated committee thereof.

Stock Options. The Company shall grant to Executive nonqualified stock options has been granted an option under the Technitrol, Inc. 2001 ------------- Company's 1996 Stock Option Plan established under (the Company's Incentive Compensation Plan ("SOPPlan") or any successor plan thereto to purchase 360,000 1,200,000 shares of the Company's common stock ("Common Stock") on the Effective Date Stock (the "First TrancheInitial Option") and, subject to the approval by the Companyat an exercise price of $0.055 per share. The option shares vest in 48 equal monthly installments over Executive's shareholders period of the amendments to and restatement of the SOP in a manner consistent service with the terms set forth on Exhibit BCompany measured from June 2, 1998. In addition, in March 1999, Executive was granted an additional 360,000 option under the Plan to purchase 800,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price of $0.22 per share (the "1999 Option"). The option shares subject to the 1999 Option vest in vest in 48 equal monthly installments over Executive's period of service with the Company measured from the grant date of such option. The Initial Option and the 1999 Option are hereinafter referred to as set forth in the SOP or any successor plan thereto"Options". Except In the event of an acquisition of the Company, as provided more particularly described in Section 8.2(b) 11.3.1 of this Agreementthe Plan, (a "Corporate Transaction"), each of the Initial Option Award and the 1999 Option, to the extent outstanding at that time but not otherwise fully exercisable and vested, shall vest automatically accelerate, and the Company's repurchase right with respect to any unvested option shares shall automatically lapse, so such option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the option shares at the time subject to the option as fully-vested shares of the Company's Common Stock. No such acceleration of the Initial Option or the 1999 Option, however, shall occur if and to the extent: (i) such option is, in connection with the Corporate Transaction, to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof) or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction (the excess of the fair market value of such option shares over the aggregate exercise price payable) and provides for subsequent pay-out in accordance with Section 8(athe original vesting schedule established for that option. Immediately following the Corporate Transaction, the Initial Option and the 1999 Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. Should there occur an Involuntary Termination of Executive's employment at the time of a Corporate Transaction or within 12 months following a Corporate Transaction in which the Initial Option or the 1999 Option is assumed or replaced and the Company's repurchase rights with respect to the unvested option shares are assigned, then all the option shares at the time subject to such option but not otherwise vested shall automatically vest, and the Company's repurchase rights with respect to those option shares shall lapse, so that the option shall become exercisable for all of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences option shares as fully-vested shares of Section 8(a) Common Stock as of the SOP shall not apply to the Option Awards. The Option Awards shall effective date of such Involuntary Termination and may be set forth exercised for such option shares in award agreements consistent accordance with the terms and conditions provisions of the SOP or any successor plan thereto, subject, however, to Plan and the terms of Section 8.5 of this Agreementagreements evidencing the option. For purposes of Section 6 the Options, an Involuntary Termination shall be deemed to occur in the event of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with (i) Executive's recruitment and involuntary dismissal or discharge by the Second Tranche shall consist Company or the successor corporation in the Corporate Transaction for reasons other than cause, as defined in Section 4.1(ii) of issuances of options for 140,000 shares of Common Stock issued in connection with this Employment Agreement, or (ii) Executive's recruitment voluntary resignation following (A) a change in Executive's position which materially reduces Executive's duties and responsibilities or the level of options for 220,000 shares management to which Executive reports, (B) a reduction in Executive's then current level of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based incentive programs) by more than five percent (5%) or (C) a relocation of the Company do not approve the amendments to Executive's place of employment by more than twenty-five (25) miles, provided and restatement of the SOP at the Companyonly if such change, reduction or relocation is effected without Executive's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPconsent.

Stock Options. The Company shall grant On a post-split basis, you were granted three separate options to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under purchase shares of the Company's ’s common stock (each, an “Option”) in the share amounts of 107,142 shares (granted May 8, 2012, pursuant to the Company’s 2011 Stock Incentive Plan (the “2011 Plan”)), 54,353 shares (granted July 10, 2014, pursuant to the 2011 Plan), and 160,000 shares (granted on or about October 20, 2015 through Board action taken on September 2, 2015, pursuant to the 2015 Omnibus Incentive Compensation Plan ("SOP") or any successor plan thereto the “2015 Plan”)). For the grants made on May 8, 2012 and July 10, 2014, all shares subject to purchase 360,000 shares such Options are fully vested as of the Company's common stock ("Common Stock") on the Effective Separation Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent accordance with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective stock option agreements governing such grants. If you timely return and do not revoke this fully signed Agreement to the Company, then (i) the vesting of the Option granted to you on or about October 20, 2015 will be fully accelerated such that 100% of the shares subject to such Option shall be exercisable by you effective as of the Separation Date and (ii) notwithstanding anything to the contrary in the 2011 Plan, the 2015 Plan, the option grant notices, and the stock option agreements entered into by you and the Company and any other documents between you and the Company setting forth the terms of your Options (the "Second Tranche" and“Option Documents”), collectively with your Options will be amended such that you may exercise any vested Options on or before the First Tranche, expiration of the "Option Awards"). Each Option Award shall be granted at an exercise price as applicable term set forth in the SOP or any successor plan theretoOption Documents governing the applicable Option. Except as provided in Section 8.2(b) You and the Company hereby consent to the modification and amendment of the terms governing your Options and the Option Documents to conform to the provisions of this Agreement, each Option Award shall vest in accordance with Section 8(asuch modification to occur within thirty (30) days of your execution of the SOP or any successor plan thereto; providedAgreement, however, provided that the fourth and fifth sentences of Section 8(a) you have not revoked your acceptance of the SOP shall not apply Agreement. Except as modified by this Agreement, all terms, conditions and limitations applicable to the Option Awards. The Option Awards shall be set forth Options will remain in award agreements consistent with the terms full force and conditions of the SOP or any successor plan thereto, subject, however, effect pursuant to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPapplicable Option Documents.

Stock Options. The Company shall grant and Employee acknowledge that Employee will continue to Executive nonqualified stock vest through the Termination Date, according to the vesting schedules specified in his various option agreements, in options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock. Company and Employee acknowledge that such options to purchase shares of the Company's stock ("Common Stock") on are subject to the Effective Date Company's Amended and Restated 2000 Employee, Director and Consultant Stock Option Plan (the "First TranchePlan") andand the terms of each applicable option agreements. Company and Employee agree that, subject as of the Separation Date, Employee is currently vested in 326,250 options to the approval by purchase shares of the Company's shareholders stock and that, as of the amendments Termination Date, Employee will be vested in a total of 380,000 options to and restatement purchase shares of the SOP in a manner consistent with Company's stock. Employee may exercise these 380,000 options through and including August 20, 2005 at the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as prices set forth in the SOP or any successor plan theretohis various option agreements. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, Subject to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP Plan, Company acknowledges and agrees that it will not amend or any successor plan thereto, cancel the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued Plan in a manner adverse to the Employee other than in connection with Executive's recruitment an action which affects all employees, officers and option holders in the same manner. In the event that, on or before August 20, 2005, the Company elects to cancel the Plan and thereafter adopts a new option plan or other benefit to compensate the option holders, then the Company shall issue 380,000 options to Employee under such new plan (less any options exercised by the Employee between the date hereof and the Second Tranche shall consist date of issuances of such new plan adoption) or extend to the Employee benefits equivalent to the options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for under the fiscal year following the fiscal year in which the Effective Date has occurredPlan. In the event that the shareholders Company offers the option holders an election to alter, exchange or amend the terms of the Company do not approve options subject to the amendments Plan on or prior to and restatement of the SOP at the Company's 2010 Annual MeetingAugust 20, 2005, then such offer shall be extended to the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially Employee on the same positions they would have been in had the shareholders approved the amendments to terms and restatement of the SOPconditions as all other affected option holders.

Stock Options. The (a) As of June 15, 2020 (the “Grant Date”), the Company shall will grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto you an option to purchase 360,000 845,280 shares of the Company's ’s common stock under the Company’s 2019 Equity Incentive Plan ("Common Stock"the “Equity Plan”) at a strike price equal to the closing price of the Company’s common stock on the Effective Grant Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock “Time-Based Option”). The Time-Based Option shall vest as follows: 25% on the first anniversary of the Effective Grant Date and 75% in equal monthly installments over the three-year period commencing on such first anniversary, with accelerated vesting with respect to 50% of any then-unvested option shares upon the Company’s execution of a Strategic Agreement, and with accelerated vesting in full in the event of a “Change in Control” (as defined under the Equity Plan). Except as specifically provided in this Section 7, the Time-Based Option shall be granted upon the terms, and subject to the conditions, of the Equity Plan and the award agreement evidencing the grant of the Time-Based Option, as provided to senior executives of the Company generally. (b) As of the Grant Date, the Company will grant to you an option to purchase 900,000 shares of the Company’s common stock under the Equity Plan at a strike price equal to the closing price of the Company’s common stock on the Grant Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"“Performance-Based Option”). Each The Performance-Based Option Award shall be granted at an exercise vest as follows: (i) one-third if the Company achieves a per share closing price equal to $5.00 or more during any 10-consecutive trading days after the Grant Date but before November 30, 2020, or such later date as set forth determined by the Board (the “Reference Date”), (ii) one-third if the Company achieves a per share closing price equal to $7.50 or more during any 10-consecutive trading days after the Grant Date but before the Reference Date, and (iii) one-third if the Company achieves a per share closing price equal to $10.00 or more during any 10-consecutive trading days after the Grant Date but before the Reference Date, in each case subject to your continued employment. In the SOP or event a Change in Control occurs before the Reference Date, any successor plan thereto. Except as provided in Section 8.2(b) unvested portion of this Agreement, each the Performance-Based Option Award shall vest in accordance with the above schedule based on the Company attaining the specified stock price immediately prior to the closing of such transaction (rather than based on a 10-consecutive trading day period). Except as specifically provided in this Section 8(a) 7, the Performance-Based Option shall be granted upon the terms, and subject to the conditions, of the SOP or any successor plan thereto; provided, however, that Equity Plan and the fourth and fifth sentences of Section 8(a) award agreement evidencing the grant of the SOP shall not apply Performance-Based Option, as provided to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders senior executives of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPgenerally.

Stock Options. The Company Executive shall grant to Executive nonqualified stock be granted options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 a total of 250,000 shares of the Company's ’s common stock ("Common Stock") on the Effective Date (the "First Tranche") and“Option Grant”), subject to the approval by of the Compensation Committee. These Stock Options shall have a 10-year term and an exercise price equal to the fair market value of the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock ’s common stock on the first anniversary grant date, which is typically the closing price per share on the third trading day after the Company publicly announces its next annual or quarterly financial results, immediately following the start of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards")employment. Each Option Award The Stock Options shall be granted at an exercise price as set forth pursuant to and be subject to the terms of the 2006 Long Term Equity Incentive Plan (the “Plan”) and customary grant agreements. The Stock Options shall vest and become exercisable in equal tranches on the first, second and third anniversaries of the grant date, subject to the Executive’s continued employment with the Company on each vesting date, and further subject to accelerated vesting under the Plan, the grant agreement and the terms of this Agreement; provided that in the SOP event of the Executive’s termination by the Company without Cause, the Executive’s resignation with Good Reason or any successor plan theretoupon a Change of Control (as defined below), the Executive shall immediately be fully vested in all of the Stock Options and all of such Stock Options shall remain exercisable for a period of twelve (12) months following such termination. Except as provided in Section 8.2(b) the preceding sentence, any unvested options shall be forfeited upon termination of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or and any successor plan thereto; provided, however, options that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards are vested but unexercised upon termination shall be set forth in award agreements consistent with subject to the terms and conditions of the SOP or any successor plan theretoPlan or, subjectif applicable, however, to the terms last sentence of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred1.4(c) hereof. In the event that the shareholders Company elects from time to time during the Employment Period to award to its senior management or executives, generally, options to purchase shares of the Company do not approve Company’s stock pursuant to any stock option plan or similar program, the amendments Executive shall be entitled to and restatement participate in any such stock option plan or similar program on a basis consistent with the participation of other senior management or executives of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP"i) or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on On the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders and each of the amendments first four anniversaries thereof on which the Executive remains employed hereunder the Executive shall be granted an Option to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 100,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredStock. In the event that the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason prior to the Expiration Date, the Executive shall be granted, as of the date of such Termination of Employment, a number of Options equal to 500,000 minus the number of Options granted pursuant to the immediately preceding sentence. (ii) In recognition of the Executive's rights under Section 4(c)(i) of his existing Employment Agreement, on the Effective Date the Company shall grant the Executive an Option to purchase 112,500 shares of Common Stock. (iii) All Options described in paragraphs (i) and (ii) shall be granted subject to the following terms and conditions: (A) the Options shall be granted under and subject to the Option Plan; (B) the exercise price of the Options shall be the last reported sale price of the Common Stock on the Nasdaq National Market (or other principal trading market for the Common Stock) at the close of the trading day immediately preceding the date as of which the grant is made; (C) each Option shall be vested on the date of grant; (D) each Option shall be exercisable for the ten year period following the date of grant subject, however, to such approval by the shareholders of the Company do not approve as is sufficient to satisfy the amendments to and restatement requirements for listing of the SOP at common stock of Chancellor Media Corporation on the Company's 2010 Annual MeetingNasdaq National Market System; and (E) each Option shall be evidenced by, then and subject to, an Option Agreement. (iv) The Option Agreements shall specify that the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution Options shall remain exercisable for the Second Tranche which would put the Company and the Executive periods described in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement paragraph (iii) above notwithstanding any Termination of the SOPEmployment.

Stock Options. The Company Concurrently with the execution hereof, Cadiz shall grant to Executive nonqualified Shaheen, for a period of five (5) years from the date hereof (the "Option Date"), the right and option to purchase 400,000 theretofore authorized but unissued common shares of Cadiz at the price of $4.50 per share, which represents the market value of Cadiz's common stock upon the Option Date. The options so granted (the "Options") shall be issued under the Technitrol, Inc. 2001 Cadiz 1996 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First TranchePlan") and, and shall be subject to vesting, if at all, as follows: (i) VESTING - SIX MONTHS. 100,000 Options shall vest and shall be immediately exercisable by Shaheen six months following the approval Commencement Date. (ii) VESTING - ONE YEAR. 100,000 Options shall vest, if at all, and shall be immediately exercisable by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit BShaheen, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date Commencement Date, provided that Shaheen is then an employee of the Company. (iii) CONDITIONAL STOCK OPTIONS - 1996 EARNINGS. 50,000 Options shall vest, if at all, and shall be immediately exercisable by Shaheen, upon the certification by the independent outside auditors of the Company that the Company has achieved earnings before interest, taxes, depreciation and amortization (before extraordinary professional fees relating to the reorganization of the Company and before any extraordinary gains from asset sales) (the "Second Tranche" andEBITDA Amount") for the year ended December 31, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP 1996 of $20,530,000 or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply more (prior to the Option Awards. The Option Awards shall be set forth in award agreements consistent with payment of any management fees by the terms and conditions of the SOP or any successor plan thereto, subject, however, Company to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredCadiz). In the event that of a change in the shareholders fiscal year end of the Company, suitable pro-rata adjustments shall be made to the foregoing EBITDA Amount. (iv) CONDITIONAL STOCK OPTIONS - 1997 EARNINGS. 50,000 Options shall vest, if at all, and shall be immediately exercisable by Shaheen, upon the certification by the independent outside auditors of the Company do not approve that the amendments Company has achieved an EBITDA Amount for the year ended December 31, 1997 in an amount to be established by the agreement of Shaheen and restatement the Chairman of the SOP Company prior to the commencement of such year. (v) CONDITIONAL STOCK OPTIONS - BOARD DISCRETION. 100,000 Options shall vest, if at all, and shall be immediately exercisable by Shaheen, at the Companydiscretion of the Board of Directors of Cadiz, based upon the Board's 2010 Annual Meeting, then good faith evaluation of the Executive and performance of the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPunder Shaheen.

Stock Options. (a) The Company is currently in the process of evaluating whether to implement a new stock option plan (the “New Plan”) or amend its current stock option plan (the “Current Plan” and collectively with the New Plan, each a “Plan”). As soon as practicable following the Commencement Date and the adoption or amendment of a Plan, provided that the Executive is an employee of the Company on such grant date, the Company shall grant to Executive nonqualified stock options under an option (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP"“Option”) or any successor plan thereto to purchase 360,000 1,000,000 shares of the Company's common stock of the Company ("“Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders ”). The per share exercise price of the amendments to and restatement Option shall be the fair market value of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares share of Common Stock on the Option’s grant date, which shall be the closing price of the Common Stock on the Option’s grant date. The Executive shall be vested in 25% of the Option as of the grant date (covering 250,000 underlying shares of Common Stock), and the remaining unvested portion of the Option shall vest 25% on each of the first three (3) anniversaries of the grant date such that on the third (3rd) anniversary of the Effective grant date, Executive shall be fully vested in the Option; provided that, except as discussed below, Executive must be employed by the Company on each vesting date in order to vest in the applicable portion of the Option. The Board shall approve a form of Plan (or amendment to the Plan) within thirty (30) days following the Commencement Date and shall recommend that the Company’s stockholders approve such Plan (or amendment) at the "Second Tranche" and, collectively with next annual or special meeting of the First Tranchestockholders of the Company. (b) Notwithstanding anything herein to the contrary, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply subject to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or Plan and award agreement (as applicable) and in the event of any successor plan thereto, subject, however, to the terms of Section 8.5 of conflict between this Agreement. For purposes of Section 6 of the SOP or any successor plan theretoAgreement and such Plan and/or award agreement, the First Tranche Plan and award agreement shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPcontrol.

Stock Options. The Company Employee shall grant to Executive nonqualified stock options under be granted the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto option to purchase 360,000 ------------- 370,000 (Three Hundred and Seventy Thousand) shares of the Company's common Common stock ("Common Stock") on the Effective Date (the "First TrancheStock Options"), at an exercise price per share equal to the fair market value of the Company's Common Stock on the date of grant as determined by the Board in its sole discretion. Such grant and determination shall be made no later than thirty (30) anddays after the Effective Date. To the extent possible, such Option will be an incentive stock option. The Stock Options shall vest monthly at the rate of 1/48 per month; however there shall be a twelve (12) month cliff vesting period, upon which the first 1/4th of the Stock Options shall vest. Upon the termination of the Employee's employment in accordance with the provision of Paragraph 6 below, the Stock Options shall vest as described in such provisions. Except as provided herein and in Paragraph 6 below, the Stock Options shall be subject to the terms of the Company's Stock Option Plan and the Company's standard incentive and non-statutory Stock Option Purchase Agreements (the "Standard Agreements" described in Attachment D), provided pursuant to the Company's Stock Option Plan. The Employee will be permitted to exercise the option in full prior to vesting in the underlying shares, subject to the approval Company's right to repurchase any unvested shares (subject to Paragraph 6 below) at the Employee's original cost upon his termination of employment, as provided in the Standard Agreements. In addition, the Company shall permit the Employee to pay the option exercise price with a full recourse loan (secured by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent shares acquired with the terms set forth on Exhibit B, an additional 360,000 shares loan) at the lowest interest rate available to avoid the imposition of Common imputed income under the tax laws to assist the Employee to exercise the Stock on Options. Such loan shall be repayable upon the first earlier of: (i) the fifth year anniversary of the Effective Date Date; (ii) the "Second Tranche" anddate six (6) months after termination of the Employee's employment for any reason; or (iii) the date twelve (12) months after the Employee is first eligible to sell shares of the Company's stock that he holds following an initial public offering of the Company's shares; provided however that in the event of termination of the Employee Without Cause or the employee's Resignation for Good Reason, collectively with such loan shall be repayable upon the First Trancheearlier of the events stated in clauses (i) or (iii) immediately preceding. Going forward, the "Option Awards"). Each Option Award shall Employee will be granted eligible to receive additional Stock Options at an amounts and exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreementprices then prevailing, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements but consistent with the terms and conditions proportional amounts of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executiveoriginal grant vis-a-vis other senior manager's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPoriginal grant allotments.

Stock Options. The Company shall grant to Executive nonqualified stock Employee currently holds unexercised options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOPEmployee Options") or any successor plan thereto to purchase 360,000 an aggregate of 200,000 shares of Common Stock of the Company's common stock Company ("Underlying Common Stock") on granted pursuant to the Effective ▇▇▇▇▇▇▇▇▇.▇▇▇ LLC 1997 Omnibus Plan ("1997 Omnibus Plan"), and in accordance with the ▇▇▇▇▇▇▇▇▇.▇▇▇ LLC Non-Qualified Option Agreement Pursuant to the 1997 Omnibus Plan, dated as of July 18, 1998 ("Option Agreement"). Notwithstanding anything else to the contrary including the provisions of the 1997 Omnibus Plan or the Option Agreement: (i) 116,667 of the Employee Options are fully vested as of the date of this Agreement Date (the "First TrancheCurrent Vested Options"); (ii) and83,333 of the Employee Options will fully vest on June 1, 2000 without any risk of forfeiture (the "Future Vested Options"). Vesting of the Future Vested Options will occur simply with the passage of time and the Future Vested Options will be fully vested on June 1, 2000. (iii) the Employee shall be entitled to exercise the Current Vested Options, in whole or in part and from time to time, during the period commencing with the date hereof and ending 90 days after the Termination Date; (iv) the Employee shall be entitled to exercise the Future Vested Options, in whole or in part and from time to time, during the period commencing on June 1, 2000 and ending 90 days after the Termination Date; (v) the Executive's execution and compliance with the terms of this Agreement shall be deemed to constitute compliance with the provisions of paragraphs 6(b), (c) and (d) of the Option Agreement and any similar provisions of the 1997 Omnibus Plan; (vi) subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as limitations set forth in the SOP letter between the Employee and the Company dated July 18, 1999 (the "Lock-Up Letter") and any policy of the Company in effect during the term of this Agreement with respect to the sale by its employees of its Common Stock, the Employee shall be entitled upon exercise of the Employee Options to sell the Underlying Common Stock to the public pursuant to the S-8 Registration Statement (Registration No. 333-83233) ("S-8 Registration Statement"), or another such Registration Statement covering option shares which supercedes the S-8 Registration Statement; (vii) the Company agrees that Employee shall not be required to enter into a new lock-up agreement after the expiration of the Lock-Up Letter; (viii) the Company agrees that it will keep the S-8 Registration Statement effective for the benefit of the Employee for the same period of time as the same is kept effective for the benefit of any successor plan theretoother employee of the Company; (ix) the Company agrees that it shall withhold from the number of shares otherwise to be delivered upon exercise of the Employee Options a number of shares of Underlying Common Stock having a fair market value equal to or less than the Company's aggregate withholding tax obligation with respect to exercise of the Employee Options; (x) the Company agrees it will permit a cashless exercise of the Employee Options, which means that assuming a simultaneous exercise of the Employee Options and sale of some or all of the Underlying Common Stock, Employee may deliver to the Company out of the sale proceeds a sum equal to the exercise price and withholding tax obligation for all Employee Options exercised. Except as provided in Section 8.2(b) of modified by this Agreement, each Option Award the Employee shall vest in accordance with Section 8(a) of be entitled to all the SOP or any successor plan thereto; provided, however, that the fourth other rights and fifth sentences of Section 8(a) of the SOP shall not apply benefits relating to the Option Awards. The Option Awards shall be Employee Options which are set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment 1997 Omnibus Plan and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPOption Agreement.

Stock Options. The Company shall grant to Executive nonqualified stock Executive's previously received options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 Three Million (3,000,000) shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price of 8 cents, will commence vesting as set forth to One Million (1,000,000) options on 31 December 2016, One Million (1,000,000) options on 31 December 2017 and One Million (1,000,000) options on 31 December 2018, provided Executive is still employed by the Company as of such dates. All such vested options will remain exercisable for a period of five (5) years from the Effective Date unless otherwise stated in this Amended Agreement. Notwithstanding the foregoing vesting schedule, in the SOP event of a change of control (as defined in the next sentence) after 31 December 2016, all shares subject to the option shall immediately vest and become exercisable. Change of Control shall be defined as a sale of all or substantially all of the Company's assets, or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) merger or consolidation of the SOP Company with or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP into another corporation other than a merger or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year consolidation in which the Effective Date has occurred. In holders of more than 50% of the event that the shareholders shares of capital stock of the Company do not approve outstanding immediately prior touch transaction continue to hold (either by the amendments to and restatement voting securities remaining outstanding or by their being converted into voting securities of the SOP at surviving entity) more than 50% of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction. If the Executive's 2010 Annual Meeting, then the Executive and employment is terminated (i) by the Company will consult one another "Without Cause" as defined in good faith Section 3(a)(v); (ii) by Executive for "Good Reason" as defined in Section 3(a)(iv); or (iii) for Death or Disability as defined in Section 3(a)(iii), at any time after 31 December 2016, all shares subject to the option shall immediately vest and will use their reasonable best efforts Executive shall have ninety days (90) days from the date of termination to arrive at a mutually agreeable substitution exercise any vested options. If Executive's employment is terminated for "Cause" as defined in Section 3(a)(i) or "Without Good Reason" as defined in Section 3 (a)(vi), Executive shall have thirty (30) days from the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments date of termination to and restatement of the SOPexercise any vested options.

Stock Options. The Company shall grant (i) In addition to Executive nonqualified stock the foregoing compensation, Employee is hereby granted non-qualified options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Amended 1994 Stock Option Plan (the "SOPPlan") or any successor plan thereto to purchase 360,000 up to 200,000 shares of the Company's common stock of the Company upon the following terms and conditions (such options are referred to herein as the "Initial Stock (ii) In addition to the issuance of the Initial Stock Options as provided above, Employee is hereby granted additional non-qualified options under the Plan to purchase an aggregate of 50,000 shares of common stock (the "Common StockPerformance Stock Options") ), at the per share exercise price of $7.33, which is not less than 85% of the last reported sale price of the common stock on the Effective Date (the "First Tranche") anddate of grant. The Performance Stock Options shall vest and become exercisable on March 23, subject to the approval 2003, if Employee shall then be employed by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth Performance Stock Options immediately shall vest and fifth sentences of Section 8(abecome exercisable, at such time as Employee has met the management business objectives (which are to be reasonably determined by the Designated Officer within sixty (60) days of the SOP shall not apply Effective Date) provided that Employee is then employed by the Company. It is the intent of Company for the management business objectives to be met no later than one year from the Option Awardseffective date. The Option Awards Once vested, the Performance Stock Options shall be set forth in award agreements consistent with exercisable for a term of five years from the terms and conditions date of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredvesting. In the event that of termination of Employee's employment by the shareholders Company without Cause or pursuant to subparagraphs 12 (e) or (f) hereof, the Performance Stock Options shall vest and become immediately exercisable. (iii) With respect to amendments to the Plan, and with respect to future stock option plans or programs to be participated in by senior officers or key employees of the Company do not approve or its successor companies, Employee shall participate in an equitable manner, consistent with the amendments to participation of other senior officers and restatement key employees of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.

Stock Options. The Company shall grant hereby grants to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First TrancheSTOCK OPTIONS") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 purchase 510,000 shares of Common Stock on the first anniversary of the Effective Date Company. The Stock Options shall be granted pursuant to a stock option award agreement or agreements between Executive and the Company substantially in the form attached hereto as Exhibit "B" (the "Second Tranche" and, collectively with the First Tranche, the "Option AwardsSTOCK OPTION GRANTS"). Each Option Award The exercise price for such Stock Options shall be granted at an exercise price equal to $23.00 per share of Common Stock. Subject to the terms and provisions of the Stock Option Grants, the Stock Options shall become exercisable on the dates indicated below as to that number of shares of Common Stock of the Company as set forth below opposite each such date. Date Number of Shares ---- ---------------- July 2, 2000 127,500 April 2, 2001 127,500 April 2, 2002 127,500 April 2, 2003 127,500 The foregoing schedule to the contrary notwithstanding, the Stock Options shall become fully and immediately exercisable in the SOP event the Employment Term terminates prior to the Expiration Date by reason of termination of the Executive's employment hereunder by Executive for Good Reason or by the Company without Cause (as such terms are hereinafter defined). The Stock Options shall in all events expire on the date ten years after the Commencement Date, if not terminated or canceled earlier. The Executive shall be permitted to transfer the Stock Options to the Executive's immediate family members and/or lineal descendents (or a trust or family limited partnership established solely for the benefit of any successor plan theretosuch immediate family member and/or lineal descendent). Except as provided Notwithstanding anything in Section 8.2(b) the Stock Option Grants to the contrary, to the extent any provisions contained therein are inconsistent with or differ from the explicit terms and conditions of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of this Agreement shall control. To the SOP extent this Agreement does not specifically address an issue or any successor plan thereto, subject, however, to term set forth in the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual MeetingOption Grants, then the Executive provisions and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement terms of the SOPStock Option Grants shall apply.

Stock Options. (1) The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 will be granted a time-vested Non-Qualified Stock Option Plan established under the Company's Incentive Compensation Plan to acquire one hundred fifty thousand ("SOP"150,000) or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date Stock (the "First TrancheOption Shares") and, subject to the approval by under the Company's shareholders 2002 Stock Option and Restricted Stock and Unit Award Plan (the "Option Plan") with an exercise price equal to the fair market value (as defined under the Option Plan) of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the Effective Date. The option shall vest and become exercisable with respect to one-third of the Option Shares on each of the first anniversary three anniversaries of the Effective Date Date, provided Executive has remained continuously employed by the Company until the applicable date (except as provided in Paragraph 7(d)(5) hereof). The Executive shall be eligible to receive additional options under the "Second Tranche" andOption Plan or other and additional option plans as may be adopted by the Company during the term hereof, collectively taking into account, among other things, Executive's performance and position with the First Tranche, the "Option Awards"). Each Option Award shall Company. (2) The Executive will be granted at a performance vested Non-Qualified Stock Option to acquire one hundred fifty thousand (150,000) shares of the Company's Common Stock ("Performance Option Shares") under the Option Plan with an exercise price equal to the fair market value (as defined under the Option Plan) of the Company's Common Stock on the Effective Date. Such option shall vest and become exercisable, provided Executive has remained continuously employed by the Company until the applicable date (except as provided in Paragraph 6(d)(5) hereof), as follows: (i) options to purchase 50,000 Performance Option Shares shall vest and become exercisable as of March 15, 2003, if the Company shall have achieved earnings per share for fiscal year 2002 of at least the target earnings per share set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(bExhibit A attached hereto; (ii) of this Agreement, each options to purchase 50,000 Performance Option Award Shares shall vest in accordance with Section 8(a) and become exercisable as of March 15, 2004, if the SOP or any successor plan thereto; provided, however, that Company shall have achieved earnings per share for fiscal year 2003 of at least the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be target earnings per share set forth in award agreements consistent with Exhibit A attached hereto; and (iii) options to purchase 50,000 Performance Option Shares shall vest and become exercisable as of March 15, 2005, if the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche Company shall consist of an issuance of options have achieved earnings per share for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following 2004 of at least the fiscal year target earnings per share set forth in which the Effective Date has occurred. Exhibit A attached hereto; (3) In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at addition, A. if the Company's 2010 Annual Meetingearnings per share for fiscal year 2002 greater than the target earnings per share set forth in Exhibit A attached hereto for such fiscal year, then in addition to the Executive 50,000 options to purchase Performance Option Shares that vest and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at become exercisable as of March 15, 2003, a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement portion of the SOP.options to purchase Performance Option Shares eligible to vest on March 15, 2004 shall vest and become exercisable as of March 15, 2003 calculated as follows: 50,000 multiplied by the "Increase Percentage" (as defined ================================================================================ 4 herein); As used herein, the term "Increase

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares As of the Effective Date, pursuant to the GNC Corporation (f/k/a General Nutrition Centers Holding Company's common stock ("Common Stock") on the Effective Date 2003 Omnibus Stock Incentive Plan (the "First TranchePlan"), the Executive shall be granted an option to purchase a total of 300,000 shares of Common Stock, with a per share exercise price equal to $6.00 per share (the "Option") andfor the Executive's service as Chairman of the Board of Directors of GNC. The Option shall be an "incentive stock option" to the maximum extent permitted under applicable law and to the extent that the Option does not qualify as an "incentive stock option," it shall constitute a separate non-qualified stock option. The portion of the Option that constitutes an "incentive stock option" shall be transferable to the maximum extent permitted under applicable law, and the non-qualified stock option may be transferred to any "family member" as defined in Section (c)(3) of Rule 701 under the Securities Act of 1933, as amended. The Option shall, (i) with respect to one-half of the shares subject to the approval by Option, be immediately vested and exercisable, and (ii) with respect to the Company's shareholders remaining one-half of the amendments shares subject to the Option, become vested and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock exercisable on the first anniversary of the Effective Date (Date, subject to the "Second Tranche" and, collectively with Executive's continued employment as Chairman of the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan theretoBoard of Directors of GNC. Except as otherwise provided in Section 8.2(b) of this Agreementherein, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with subject to the terms and conditions of the SOP or any successor plan thereto, subject, however, to Plan and the terms form of Section 8.5 of this Agreement. For purposes of Section 6 option agreement applicable for other senior executives of the SOP or any successor plan thereto, Company approved by the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredPlan administrator. In the event that the shareholders of a Change of Control, all of the Company do not approve Executive's stock options granted pursuant to the amendments to Plan shall vest in full and restatement of the SOP at the Company's 2010 Annual Meetingbecome immediately exercisable, then the Executive and the Company will consult one another but in good faith and will use no event shall such options be exercisable following their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPexpiration date.

Stock Options. The 11.1 As an inducement to Employee to enter into this Agreement, the Company shall grant hereby grants to Executive nonqualified stock Employee, as of the date of execution of this Agreement, options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 an aggregate of 300,000 shares of the Company's common stock ("’s Common Stock") on the Effective Date (the "First Tranche") and, $.001 par value, as follows: subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP Company’s 2011 Omnibus Equity Incentive Plan (the “Plan”), and the terms and conditions set forth in the Stock Option Agreement which are incorporated herein by reference, the Employee is hereby granted the following options pursuant to the Plan: (a) Options to purchase 100,000 shares of the Company’s Common Stock, all of which shall vest on the Commencement Date; (b) Options to purchase 100,000 shares of the Company’s Common Stock shall vest upon the consummation by the Company of a duly authorized Strategic Alliance Transaction prior to the Termination Date; and (c) Options to purchase a maximum of 100,000 shares of the Company’s Common Stock shall vest in the event the Company achieves Cashflow Breakeven prior to the end of the fiscal quarter ending September 30, 2015 in accordance with the following parameters: (i) if the Company achieves Cashflow Breakeven as of the end of the fiscal year ending June 30, 2015 a total of 100,000 additional options shall vest; and (ii) if the Company achieves Cashflow Breakeven as of the end of the fiscal quarter ending September 30, 2015, a total of 75,000 additional options shall vest. (iii) If the Company does not achieve Cashflow Breakeven as of the end of the fiscal quarter ending September 30, 2015, all of the options described in this Section 11.1(c) shall expire and be forfeited. (d) The Options described in subparagraphs 11.1(b) and 11.1(c) may be separately referred to elsewhere in this Agreement as the “Performance Options”. (e) The exercise price of the Options shall be the fair market value per share of the Company’s Common Stock (as determined in accordance with the Plan) as of the Commencement Date, shall be exercisable for a term of ten years from the Commencement Date and shall contain such other terms and conditions as set forth in the stock option agreement. The Options provided for herein are not transferable by Employee and shall be exercised only by Employee, or by his legal representative or executor, as provided in the Plan. The Options shall terminate as provided in the Plan, except as otherwise modified by this Agreement. 11.2 In the event of a termination of Employee’s employment with the Company pursuant to Section 9.1(c) or 9.3(e) or by the Employee for Good Reason, notwithstanding anything herein or in any successor plan theretostock option agreement to the contrary, subject(a) the Employee’s right to purchase shares of Common Stock of the Company pursuant to any unexpired stock option granted as of or prior to the effective date of this Agreement, howeverother than the Performance Options, shall immediately fully vest and become exercisable, (b) the exercise period in which Employee may exercise his options, other than Performance Options, to purchase Company common stock shall be extended to the duration of their original term, as if Employee remained an employee of the Company, and the terms of such options shall be deemed amended to take into account the foregoing provisions. 11.3 In the event of a termination of Employee’s employment with the Company pursuant to Section 8.5 9.1(c) or 9.3(e) or by the Employee for Good Reason prior to the vesting of the Performance Options described in Section 11.1(c), notwithstanding anything herein or in any stock option agreement to the contrary, the unvested Performance Options granted pursuant to Section 11.1(c) of this Agreement shall remain outstanding and eligible to vest in accordance with their terms until the Audit Committee of the Board of Directors has determined whether the vesting conditions have been achieved in accordance with Sections 4.8 and 11.1(c) of this Agreement. For purposes of Section 6 If it is determined by the Audit Committee that the vesting criteria of the SOP or any successor plan theretoPerformance Options described in Section 11.1(c) are satisfied, then such Performance Options for which the First Tranche vesting criteria has been satisfied shall consist be immediately exercisable to the extent it is entitled to vest in accordance with the provisions of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued this Agreement, for the fiscal year following duration of their original term. If the fiscal year Audit Committee does not determine that the vesting criteria of the Performance Options described in which the Effective Date has occurredSection 11.1(c) are satisfied, then such Performance Options shall immediately expire and be void. In It is further acknowledged and agreed that in the event that the shareholders vesting condition of the Performance Options described in Section 11.1(b) has not occurred prior to the Termination Date, then such Performance Options shall immediately expire and be void. 11.4 For purposes of clarity, Employee and Company do agree that the occurrence of a Change in Control shall not approve affect the amendments provisions of Sections 11.2 and 11.3. 11.5 In the event of a termination of Employee’s employment with the Company pursuant to Section 9.1(b), Options granted and restatement not exercised as of the SOP at Termination Date shall terminate immediately and be null and void. 11.6 In the Company's 2010 Annual Meeting, then the Executive and event of a termination of Employee’s employment with the Company will consult one another due to any other reason, the Options granted shall be exercisable only in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for accordance with the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPPlan.

Stock Options. The Company shall within 30 days of the date of execution of this Agreement (the "Effective Date") grant to Executive nonqualified Prior stock options under the TechnitrolSeragen, Inc. 2001 Stock Option Plan established under 1992 Long Term Incentive Plan, a true copy of which is attached as Exhibit D, (the "Plan") to purchase sufficient shares of the Company's Incentive Compensation Plan common stock, par value $0.01 per share ("SOPCommon Stock"), to equal 8.5% of the then outstanding Common Stock, measured on a Fully Diluted Basis (as the term is defined in Paragraph 4), at the then fair market value per share of Common Stock. To the extent permitted by federal income tax law, options issued under the Plan to Prior shall be "incentive stock options". The stock options shall be evidenced by an Incentive Stock Option Agreement and, if required, a Non-Qualified Stock Option Agreement substantially in the form of Exhibits A and B to this Agreement (the "Stock Option Agreements") except as expressly provided otherwise herein. For the purposes of issuing Non-Qualified Stock Options pursuant to this Agreement, the present fair market value per share of Common Stock shall be the average bid price for a share of Common Stock for the ten (10) consecutive trading day period ending on the Effective Date as reported on the NASDAQ National Market. Both Stock Option Agreements shall provide that: (i) the options issued thereunder shall vest, i.e., become exercisable, 2.0833% on the Effective Date and on the first day of each calendar month thereafter so that Prior shall be fully (100%) vested on the first day of the month immediately before the fourth anniversary of the Effective Date; (ii) upon a Change in Ownership (as the term is defined in Paragraph 4) in place of the vesting schedule provided in clause "i" above the options shall vest retroactively as of the Effective Date 25% on the Effective Date and an additional 2.0833% on the first day of each calendar month thereafter so that Prior shall be fully (100%) vested on the first day of the month immediately following the third anniversary of the Effective Date; (iii) upon the termination by the Company of Prior's employment without Just Cause or any successor plan thereto Prior's termination for Good Reason (as the terms are defined in Paragraph 4), in place of the vesting schedules provided in clauses "i" and "ii" above the options shall vest retroactively as of the Effective Date 25% on the Effective Date and at the accelerated rate of an additional 3.125% on the first day of each calendar month thereafter so that Prior shall be fully (100%) vested on the first day of the month immediately following the second anniversary of the Effective Date; (iv) options issued shall, to purchase 360,000 the extent vested, be fully exercisable until the tenth (10th) anniversary of the Effective Date; (v) the options shall be exercisable in accordance with the terms of the Plan, including the right to pay the option exercise price in whole or in part by surrendering shares of the Company's common stock with an aggregate fair market value equal to the option exercise price or surrendering vested options with an aggregate stock option spread equal to the option exercise price, and shall provide that stock certificates shall be issued outright and free of escrow no later than three ("Common Stock"3) on days after the Effective Date date of exercise; (vi) stock certificates issued pursuant to the "First Tranche") and, exercise of an option shall not include any legends or be subject to the approval any transfer restrictions, except for restrictions required by the Company's shareholders Section 16 of the amendments to and restatement Securities Act of the SOP in a manner consistent with the terms set forth on Exhibit B1933, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" andas amended, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment rules and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.regulations promulgated

Stock Options. The Company shall grant parties agree and acknowledge that Executive retains, through two prior grants dated April 13, 1998, and June 21, 1999 ("Prior Option Grants"), a quantity of options to Executive nonqualified stock options under purchase Common Stock of the Technitrol, Inc. 2001 Employer and that certain of the Prior Option Grants have not vested as of the closing of the Transaction. The terms and conditions of these Prior Option Grants are memorialized in two separate Stock Option Plan established under the Company's Incentive Compensation Plan Agreements (`Option Agreements"SOP") or any successor plan thereto ), which are appended to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "First Tranche") andthis Agreement as Exhibit A and incorporated by reference herein. These Option Agreements shall remain in full force and effect, subject to the approval by following amendment to the Company's shareholders vesting schedules set forth therein: (a) At the Closing Date, all but 50,000 of the amendments to and restatement remaining options conferred upon Executive in the Prior Option Grants, but not yet vested at the Closing Date, shall vest immediately. (b) During the Term of the SOP Agreement, Executive's remaining 50,000 options shall vest in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 equal monthly shares of Common Stock one-twelfth (1/12) per month, with each monthly share vesting on the first respective monthly anniversary of the Effective Date Date. (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in c) All options vesting under this Section 8.2(b) of this Agreement, each Option Award 6 shall vest in accordance with the order in which they were granted to Executive. All options conferred upon Executive in the Prior Option Grant of April 13, 1998, shall vest before any options from the Prior Option Grant of June 21, 1999, may vest. For example, insofar as possible, all options vesting at the Closing Date, as described in Section 8(a) 6(a), shall come first from those options conferred in the Prior Option Grant of April 13, 1998. If any options from the April 13, 1998, Prior Option Grant remain, they shall vest during the first six months of the SOP or any successor plan thereto; providedTerm, howeveras described in Section 6(b). When all options from the April 13, that 1998, Prior Option Grant have vested, those options from the fourth and fifth sentences Prior Option Grant of Section 8(aJune 21, 1999, shall begin to vest. (d) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that Employer chooses for any reason to terminate Executive's employment at any time prior to the shareholders Separation Date, all remaining options conferred upon Executive in the Prior Option Grants, but not yet vested at the time of said involuntary termination, shall immediately vest. (e) All stock options vesting under this Section 6 shall be exercisable for a period of two (2) years from the Company do not approve the date on which they vest, and Employer agrees to make any and all amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts its Stock Option Plan that may be necessary to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPeffectuate this two-year exercise period.

Stock Options. The Company shall (a) the Bank agrees to grant to Executive nonqualified stock options under the TechnitrolOfficer the right, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto privilege, and option to purchase 360,000 5,000 shares of the Company's common stock ("Common Stock") on of the Effective Date (Bank Holding Company at the "First Tranche") andfair market value of said stock as of the date of the Agreement, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP Holding Company's Stock Option Plan (the "Plan"). It is the intention of this Agreement that the Officer be granted options that will not be subject to state or any successor plan theretofederal income taxes when they are exercised, subjectbut rather only when the resultant stock is sold, however, assuming that such date of sale is at least two years after the date such options were granted one year after the date such stock was acquired by the Officer. It is understood that the Holding Company will receive no tax benefits or tax deduction in connection with these options. (b) the options as to the terms 5,000 shares may be exercised by the Officer at any time during a period commencing with the vesting date of Section 8.5 such options and ending three (3) years after the option grant date, except to the extent that said time period may be decreased in accordance with the provisions contained in Subsections 5(c), 5(f) and 7(d). The options shall vest in accordance with the following schedule: Number of Options Vesting Date ----------------- ------------ 1750 June 2, 1998 1750 June 2, 1999 1500 June 2, 2000 The rights to exercise shall be cumulative, and any option not exercised in a prior year may be exercised in a subsequent year throughout the ten year option period. (c) In connection with any proposed sale or conveyance of all or substantially all of the assets of the Bank or Holding Company or recently accomplished Change in Control of the Holding Company, the vesting schedule of all options granted hereunder to the Executive shall accelerate and 100% of all options shall immediately vest to the Officer. (d) If and to the extent that the number of issued shares of common stock of the Holding Company shall increased by or reduced by any change in the par value, split-up, reclassification, distribution of a dividend payable in stock or the like, the number of shares proportionately adjusted. If the Holding Company is reorganized, consolidated or merged with another corporation, the Executive shall be entitled to receive options covering shares of such reorganized, consolidated or merged corporation in the same proportion and at an equivalent price and subject to the same conditions. For the purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after the reorganization, consolidation or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such reorganization, consolidation or merger over the aggregate option price of such shares, and a new option or assumption of the old option shall not give the Officer additional benefits which he did not have under the old option. (e) The options granted hereunder are nontransferable by the Officer. (f) Any additional Incentive Stock Options granted, outside of this Agreement. For purposes of Section 6 , will be periodically negotiated for the Officer under the terms and conditions of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common shareholder approved Employee Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPOption Plan.

Stock Options. The Company Within ten (10) days after execution of this Agreement, VillageEDOCS shall grant to Executive nonqualified a Qualified stock options under the Technitrol, Inc. 2001 Stock option (“Option Plan established under the Company's Incentive Compensation Plan ("SOP"#1”) or any successor plan thereto to purchase 360,000 TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) shares of the Company's its no-par-value common stock with an exercise price equal to $0.15. Option #1 shall vest as follows: twenty percent ("Common Stock"20%) on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date date of this Agreement and twenty percent (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards")20%) on each anniversary date thereafter. Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(bWithin ten (10) days after execution of this Agreement, each VillageEDOCS shall also grant Executive a Non-Qualified stock option (“Option Award #2”) to purchase FIVE HUNDRED THOUSAND (500,000) shares of its no-par-value common stock with an exercise price equal to $0.15. So long as Executive remains an employee of Company, Option #2 shall vest in accordance with Section 8(a) six months from the date of the SOP or any successor plan thereto; providedexecution of this Agreement. Except as otherwise stated herein, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards and the shares purchased pursuant to both Options shall be set forth in award agreements consistent with subject to the terms and conditions of the SOP VillageEDOCS Equity Incentive Plan. The Option Shares will vest provided that Executive is employed as of any vesting date and, if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be fully vested in any, then unvested Option Shares (A) in the event of the termination of Executive’s employment by the Company other than for Cause (as defined below), (B) upon the consummation of a Change in Control, or (C) upon the death or disability of the Executive. This stock option grant shall be under the VillageEDOCS Equity Incentive Plan and the parties shall enter into a separate stock option agreement reflecting the terms of this stock option grant. The stock option grant shall provide that any vested options, may be exercised at any time within 7 years after the date of vesting, except that any options that vest because of an event described in (A), (B) or (C) may be exercised only during the seven (7) year period beginning on occurrence of the vesting event. The Company shall use its best efforts to register, and maintain the effectiveness of the registration, for resale all of the Option Shares granted to Executive pursuant to a Form S-8 (or any successor plan thereto, subject, however, to form) registration statement under the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPSecurities Act.

Stock Options. The Company In addition to his base salary, and the incentive compensation entitlements described in Section 5, the Executive also shall grant to Executive nonqualified receive a non-qualified stock options under option (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP"“Option”) or any successor plan thereto to purchase 360,000 100,000 shares of the Company's common stock ("Common Stock") , pursuant to the Option Plan. The Option shall be granted under, and shall be subject to all of the terms and conditions of, the Option Plan. Any unexercised portion of the Option shall be exercisable for a period of five years commencing on the Effective Date (the "First Tranche"“Option Term”), provided that (i) andthe Executive shall have been in the continuous employ of the Company during the period commencing on the Effective Date and continuing through each date on which Executive exercises the Option or the last date of the Initial Term, subject whichever shall occur first; and (ii) the Executive’s employment shall not be terminated for “Cause” (as such term is hereinafter defined) at any time during the Option Term. The Option shall be exercisable at the price per share which must be applied to all non-qualified stock options granted under the Option Plan on the Effective Date. The Executive’s right to purchase Common Stock pursuant to the approval Option shall vest ratably on the first, second and third anniversaries, of the Effective Date. The Option shall further provide that, in the event that that: (a) either party gives notice to the other of its or his intention not to extend the Agreement beyond the end of the Initial Term, and the Executive shall be employed by the Company's shareholders Company on the last day of the amendments Initial Term, he shall be entitled to exercise the Option, and restatement purchase any and all shares that remain issuable thereunder, during the six month period ending on June 30, 2009; or (b) the Executive’s employment shall be terminated for any reason other than for “Cause” or as a result of the SOP in a manner consistent with Executive’s death, he (or his estate, as the terms set forth case may be) shall be entitled to exercise the Option, to the extent that it shall have vested on Exhibit Bthe Termination Date, an additional 360,000 and purchase any and all shares of Common Stock that remain issuable thereunder, during the one year period ending on the date immediately preceding the first anniversary of the Effective Termination Date (or such shorter period as shall remain until the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) expiration date of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPOption.

Stock Options. The Company (i) Digi shall grant upon consummation of the Merger and pursuant to Executive nonqualified the Merger Agreement, assume all of the Executive's outstanding stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's stock, which shares shall be exercisable for shares of Digi's common stock, and Digi shall file a Registration Statement on Form S-8 to register the Digi shares to be issued pursuant to such options. (ii) Upon consummation of the Merger, Executive's unvested stock options shall vest immediately and all of the Executive's stock options shall remain in full force and effect and may be exercised at any time up to their latest possible date of expiration as set out in each stock option agreement entered into between the Executive and the Company and applicable to such options ("Common Stock"such option agreements existing as of the date of this Agreement and the latest possible date of expiration of the option contained in each such option agreement as of the date of this Agreement are identified in Exhibit A hereto) on notwithstanding any provision contained in any existing or future stock option agreement entered into between the Effective Date Executive and the Company (the "First Tranche"as such agreements may be amended from time to time) and, subject to the approval by or in the Company's shareholders Amended and Restated 1998 Incentive and Non-Qualified Stock Option Plan (as amended from time to time) or the Company's 2001 Stock Option and Incentive Plan (as amended from time to time) that provides for either a lesser period of the amendments time within which to and restatement exercise such options or forfeiture of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be any option granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredthereunder. In the event that the shareholders any date of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then expiration contained in any existing or future stock option agreement entered into between the Executive and the Company will consult one another shall be extended to a later date in good faith and will use their reasonable best efforts time, then the Executive's right to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the exercise options pursuant to such stock option agreement shall be extended to that later date in time. (iii) The Executive shall be eligible to receive additional stock option awards as determined by Digi's Compensation Committee in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPits sole discretion.

Stock Options. The Company Executive shall grant to Executive nonqualified be awarded BLSI stock options under the Technitrol, Inc. 2001 Company's 1998 Omnibus Stock Option Plan established under for an aggregate amount of 750,000 shares of common stock, said options to be exercisable in accordance with the Company's Incentive Compensation Plan following vesting schedule: ("SOP"i) or any successor plan thereto Options to purchase 360,000 150,000 shares of common stock, at the Company's common stock current fair market value ("Common Stock"on the date of employment) on exercisable twelve (12) months following the Effective Date of this Agreement; (ii) Options to purchase 100,000 shares of common stock, at the "First Tranche") and, subject current fair market value (unless restricted to the approval a $2 exercise price by the Company's shareholders terms of the amendments to and restatement of the SOP one specific private placement currently in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of negotiation) exercisable eighteen (18) months following the Effective Date of this Agreement; (the "Second Tranche" andiii) Options to purchase 100,000 shares of common stock, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth of $3 per share, exercisable twenty-four (24) months following the Effective Date of this Agreement; (iv) Options to purchase 200,000 shares of common stock, at an exercise price of $4 per share, exercisable thirty (30) months following the Effective Date of this Agreement; and (v) Options to purchase 200,000 shares of common stock, at an exercise price of $5 per share, exercisable thirty-six (36) months following the Effective Date of this Agreement. All unvested options shall expire coincident with the termination of Executive's employment for any reason. Provided, however, in the SOP or event Executive's employment hereunder is terminated within the first twelve (12) months following the Effective Date of this Agreement for reasons other than "Cause" as defined below, 150,000 of Executive's unvested options shall accelerate and become immediately exercisable, at fair market value, for a period of twenty-four (24) months from the date of termination. All additional vested options in accordance with the Company Stock Option Plan shall remain exercisable for a period of ninety (90) days following the termination of Executive's employment hereunder for reasons other than "Cause" as defined below. In the event Executive's employment hereunder is terminated for "Cause," all options shall terminate immediately and Executive shall forfeit any successor plan theretooption rights he may have to purchase shares of common stock. Except as expressly provided in Section 8.2(b) of this Agreementherein, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply all option shares will be subject to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to 1998 Omnibus Stock Option Plan governing the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options timing and other requirements for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPexercise.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") On or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on about the Effective Date (the "First Tranche") andDate, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award Executive shall be granted at an exercise price as set forth in option (the SOP or any successor plan thereto. Except as provided in Section 8.2(b“Option”) to purchase a total of this Agreement, each Option Award shall vest in accordance with Section 8(a) 285,000 shares of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply Company Common Stock pursuant to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP Company’s 2003 Equity Incentive Plan, as may be amended from time to time (the “Stock Plan”). Shares under the Option shall have a per share exercise price equal to the fair market value of a share of Company Common Stock as of the date of grant, as determined by the Board or Compensation Committee, as applicable, in its sole discretion. The Option shall be subject to the terms and conditions set forth in this Agreement, the Stock Plan and in a stock option grant notice and stock option agreement to be issued to Executive. Shares under the Option shall have a three (3) year vesting schedule with thirty three and one third percent (33.3%) of the shares vesting upon Executive’s completion of one (1) year of continuous employment, and the remaining shares vesting in equal monthly installments for each full month of Executive’s continuous employment thereafter. Except as otherwise specifically set forth herein (including Section 3 of the Consulting Arrangement attached hereto as Exhibit B), in the event of termination of Executive’s employment with the Company for any successor plan theretoreason, subjectall stock options and other stock awards then held by Executive shall cease vesting as of the date of such termination (the “Termination Date”), however, and shall be exercisable after the Termination Date pursuant to the terms of the applicable stock option agreements. Upon either Executive’s termination of employment without Cause (defined below) at any time, or Executive’s resignation for Good Reason (defined below) at any time prior to or within twelve (12) months after a Change in Control, and subject to Executive satisfying the release requirements set forth in Section 8.5 9 of this Agreement. For purposes of Section 6 , Executive shall have six (6) months following the Termination Date (but not beyond the end of the SOP applicable option term, if earlier) to exercise any vested shares subject to the Option, or any successor plan thereto, the First Tranche shall consist of an issuance of other stock options for 360,000 shares of Common Stock issued in connection with or equity awards then held by Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.

Stock Options. The (i) As soon as practicable following the Effective Date, the Company shall will grant Executive a stock option (an “Option”) to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 acquire 100,000 shares of the Company's common ’s Class A Ordinary Shares, $0.10 par value per share (“Shares”) at an exercise price per Share equal to the fair market value per Share as of the date of grant under such terms and conditions as provided for under the Company’s existing stock ("Common Stock") on the Effective Date incentive plan (the "First Tranche"“Plan”) and, which are not inconsistent with clauses (ii) and (iii) below. (ii) The Options described herein shall be granted subject to the approval by following terms and conditions: (A) the Company's shareholders Options shall be granted under and subject to the Plan; (B) the exercise price per Share subject to the Options shall be equal to the fair market value per Share as of the amendments date of grant; (C) the Options shall be vested 25% on the date of grant and as to and restatement 25% of the SOP in Shares subject thereto on each of the first three anniversaries of the date of grant; provided, that, the Options shall cease to vest upon Executive’s termination of employment with the Employer; (D) the Options shall be exercisable for the ten (10) year period following the date of grant; provided, that, except as otherwise provided herein, upon Executive’s termination of employment with the Employer for any reason, any unvested portion of the Options shall automatically terminate and the vested portion of the Options shall remain exercisable for 90 days after Executive’s termination of employment with the Employer; and (E) the Options shall be evidenced by, and subject to, a manner stock option agreement whose terms and conditions are consistent with the terms set forth hereof. (iii) The Options shall provide that upon a termination of employment by the Employer for Cause (as defined below), the Options (whether or not vested) shall terminate. Upon a termination of employment due to Executive’s death or Disability (as defined below), any unvested portion of the Options shall terminate and any vested portion shall remain exercisable for the remainder of its term. Upon a termination of employment by the Employer without Cause or by Executive for Good Reason (as defined below), any unvested portion of the Options shall vest, and the Options (including the portion which becomes vested pursuant to this clause (iii)) shall remain exercisable for the remainder of their term. (iv) Subject to Executive's continuing employment with the Employer on Exhibit Bthe relevant date of grant, for each year after 2011, on the third Nasdaq trading day following the Company’s release of earnings results for the quarterly periods ended on each of June 30, the Company shall grant Executive an additional 360,000 shares Option as of Common Stock on the first anniversary such date with a Black-Scholes value of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards")$500,000. Each Option Award All Options granted pursuant to this Section 5(f)(iv) shall be granted at an exercise price as set forth in subject to the SOP or any successor plan thereto. Except same terms and conditions as provided in Section 8.2(b5(f) of this Agreement, each Option Award shall vest in accordance with Section 8(a(ii) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a– (iii) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPabove.

Stock Options. The As soon as reasonably practicable after execution of this Agreement, subject to Board, Compensation Committee and NYSE MKT approval, the Company shall will grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto Employee an option to purchase 360,000 2,000,000 shares of the Company's ’s common stock ("Common Stock") the “Option”). The exercise price per share will be equal to the NYSE MKT closing price of the Company’s common stock on the Effective Date (date of grant. The term of the "First Tranche") andOption shall be ten years, subject to earlier expiration in the approval by the Company's shareholders event of the amendments termination of Employee’s services to and restatement the Company as follows: In the event of termination of Employee’s employment other than for Cause (including without limitation by reason of Employee’s death or disability which results in Employee’s inability to perform substantially all of the SOP in a manner consistent with the duties of his position for more than 120 consecutive days) or resignation of Employee for Good Reason (as those terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided are defined in Section 8.2(b12, below) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with will expire ninety (90) days after the terms and conditions effective date of the SOP or any successor plan thereto, subject, however, to the terms cessation of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredEmployee’s employment. In the event of termination of Employee’s employment for Cause or Employee’s resignation for other than Good Reason, the Option will expire at the effective date and time of cessation of Employee’s employment. The Option will vest as follows: (i) twenty percent (20%), or 400,000 underlying shares, will vest on August 15, 2014 and (ii) the remaining eighty percent (80%) will vest in forty-seven (47) equal monthly installments as to 33,334 underlying shares, beginning September 15, 2014, and one final installment as to 33,302 underlying shares. The shares underlying the Option will be restricted and will bear a legend restricting transfer of the shares until there has been compliance with applicable securities laws. Although the Company reasonably believes that the shareholders Option will not be treated as deferred compensation under Section 409A of the Company do not approve Internal Revenue Code of 1986, as amended, there is no guarantee that the amendments Internal Revenue Service will agree with this determination. Employee agrees to and restatement of consult with his own tax advisor concerning the SOP at tax risks associated with accepting an option to purchase the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.’s common stock. Confidential: Employment Agreement: D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Please initial each page:

Stock Options. The Company Upon entering this Agreement, the Employee shall grant to Executive nonqualified be granted and receive non-qualified stock options under (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOPOptions") or any successor plan thereto to purchase 360,000 an aggregate of Five Hundred Thousand (500,000) shares of the Company's common Common Stock (as adjusted for any stock ("Common Stock") on splits, stock dividends, combinations, recapitalizations and the Effective Date (the "First Tranche") and, subject like with respect to the approval by outstanding shares of capital stock of the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B), an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award which Options shall be granted at have an exercise price of $0.10 per share. The Options shall expire on August 13, 2005. The Options shall vest in six tranches upon the achievement of certain milestones as set forth in the SOP Vesting Schedule 3. contained in clauses (i)-(vi) below. Any Options which vest on or after August 13, 2001 shall be immediately exercisable at the time of vesting. With respect to milestones achieved, and Options which vest, prior to August 13, 2001, only a certain portion of the number of the Options indicated in the vesting schedule to be so vested upon the achievement of such milestone shall be immediately exercisable, as follows: upon the achievement prior to August 13, 2001 of any successor plan thereto. Except of the milestones set forth below (the date of each such achievement is referred to herein as provided in Section 8.2(ba "Pre-2001 Achievement Date"), the percentage ("P") of this Agreement, each Option Award the Options which are indicated to be so vested upon such milestone achievement which shall vest be immediately exercisable on the Pre-2001 Achievement Date shall be determined in accordance with Section 8(athe following formula: P = 20 + ((Months Passed) * 80) ------------------------------- 48 For purposes of this formula, "Months Passed" means the number of full monthly periods which have elapsed between August 1, 1997 and the Pre-2001 Achievement Date. The balance of the SOP Options which have vested but which have not yet become immediately exercisable shall become immediately exercisable in monthly pro-rata installments, commencing 30 days following the Pre-2001 Achievement Date and ending on August 13, 2001 until the Employee's termination of employment with the Company for any reason or any successor plan thereto; providedno reason. Upon such termination, howeverall options which are not vested and have not become immediately exercisable pursuant to the terms hereof (whether pursuant to this paragraph or the last paragraph of this Section 5) shall terminate in their entirety, that subject to the fourth and fifth sentences acceleration provisions of Section 8(a) hereof. VESTING SCHEDULE (i) Options shall vest as to 20,000 shares upon the execution and delivery by the Company (or any corporate partner of the SOP Company) of a definitive licensing agreement covering any product developed by the Company or any corporate partner of the Company (a "Product"), irregardless of whether such agreement is made with a United States party; (ii) Options shall not apply vest as to 20,000 shares upon FDA approval of IND with respect to any Product; (iii) Options shall vest as to 50,000 shares upon the successful completion of a Phase I study conducted in the United States with respect to any Product; (iv) Options shall vest as to 125,000 shares upon the successful completion of a Phase II study conducted in the United States with respect to any Product; (v) Options shall vest as to 150,000 shares upon the successful completion of a Phase III study conducted in the United States with respect to any Product; and (vi) Options shall vest as to 135,000 shares upon the successful completion of NDA approval of any Product. The share numbers contained in the vesting schedule set forth above shall be appropriately adjusted in the event of any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Option Awardsoutstanding shares of capital stock of the Company. The Option Awards As used in clauses (iii)-(vi) of the Vesting Schedule, the term "successful" shall be set forth mean the achievement of clinical results with respect to a Product such that the Board of Directors approves a plan for a Product to move into the next phase level of clinical testing for the indication in award agreements consistent the United States. Upon the in-licensing of any Product, Options shall vest in proportion to the stage of development of the Product at the time of inlicensing in accordance with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredabove vesting schedule. In the event that the shareholders any of the Company do not approve milestones set forth above (other than the amendments to and restatement execution of a licensing agreement reflected in (i) above) shall be achieved outside of the SOP at United States, the Company's 2010 Annual Meeting, then vesting schedule set forth above with respect to each milestone shall apply with following modification (and subject to the Executive and exercisability principles set forth in the Company will consult one another in good faith and will use their reasonable best efforts introduction to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement vesting schedule): 60% of the SOPnumber of Options allocated for vesting upon the achievement of the relevant milestone shall vest upon such achievement. In the event the corresponding milestone is subsequently achieved in the United States, the remaining 40% of such Options shall vest at that time. In the event of the death of Employee or a Change in Control, all vested Options which have not yet become immediately exercisable pursuant to the formula above shall become immediately exercisable and shall remain exercisable for a period of twelve (12) months thereafter. In addition, in the event of the Termination (as defined in Section 8) of Employee Without Cause, the exercisability of vested options shall accelerate as provided in Section 8.

Stock Options. The Company Executive shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto be granted an option to purchase 360,000 750,000 shares of the Company's common stock of the Company ("Common Stock") on under the Effective Date Perr▇▇▇ Company Employee Incentive Stock Option Plan (the "First TrancheOption Plan") andas of a date to be determined by the Compensation Committee but in no event later than June 30, 2000 (the "Grant Date"). The shares subject to such option shall have an exercise price equal to the approval by fair market value (as defined in the Company's shareholders Option Plan) of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares share of Common Stock on the first anniversary Grant Date and shall become exercisable with respect to 187,500 of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be shares granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, on each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; providedsecond, howeverthird, that the fourth and fifth sentences of Section 8(a) anniversaries of the SOP shall not apply to the Option AwardsGrant Date. The Option Awards Such option shall be set forth in award agreements consistent with subject to the terms and conditions of the SOP or any successor plan thereto, subjectoption agreement set forth in Exhibit C. The Option Plan as in effect on the date of this Agreement is attached hereto as Exhibit D. The Executive shall also be eligible for annual stock option grants under the Option Plan in amounts determined by the Compensation Committee; provided, however, for the fiscal years ended June 30, 2001 and June 30, 2002, each such annual option grant shall not be less than 125,000 shares. Such annual option grants shall vest with respect to 25% of the shares awarded on each of the second through fifth anniversaries of the grant date; provided, however, if the Executive remains employed until the end of the Agreement Term, all unvested outstanding options shall become fully vested. Such options shall be nonqualified stock options and, except as specifically provided in this Agreement, such annual option awards shall be subject to the terms of Section 8.5 of this Agreement. For purposes of Section 6 and conditions of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment Option Plan and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders applicable provisions of the Company do not approve the amendments option agreement attached to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.this Agreement as Exhibit C.

Stock Options. a. During the Term of Employment, the Executive shall be eligible to be granted options (the "Stock Options") to purchase the Common Stock of the Company under (and therefore subject to) all terms and conditions of the Company's Stock Option Plan. The number of Stock Options and terms and conditions of the Stock Options shall be determined by the Committee appointed pursuant to the Stock Option Plan, or by the Board of Directors of the Company, in its discretion and pursuant to the Stock Option Plan. b. Reasonably promptly following the date of this Agreement, the Company shall grant to the Executive nonqualified Stock Options, intended to be incentive stock options under Section 422 of the TechnitrolInternal Revenue Code of 1986, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto as amended, to purchase 360,000 the number of shares of the Company's common stock ("Common Stock which will constitute 200,000 shares of the Company's outstanding Common Stock". All of the Stock Options referred to in this paragraph (b) shall have certain characteristics: (i) the Stock Options shall vest as follows for so long as the Executive is continuously employed by the Company as its Chief Information Officer: 16.667 of the Stock Options shall vest on August 2, 2000, and the Effective Date (balance of the "First Tranche") andStock Options shall vest thereafter in 8.334% increments on each quarterly anniversary of that date until the entire 200,000 options have vested, in each case subject to the approval continued employment by the Company's shareholders of the amendments ; (ii) subject to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date clause (the "Second Tranche" and, collectively with the First Tranchevii) below, the "Option Awards"). Each Option Award Stock Options shall be granted exercisable from and after the date upon which the Stock Options vest through the close of business on February 1, 2005 at an initial exercise price of $33.50 per share; (iii) the Stock Options shall be on such other terms and conditions as may be set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(binstrument granting the Stock Options, including without limitation the provisions concerning termination of unvested Stock Options; (iv) of this Agreement, each Option Award the option agreement shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, provide that the fourth and fifth sentences shares of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards common stock underlying those Stock Options shall be set forth registered in award agreements consistent the first registration statement on Form S-8 or other form of registration statement filed by the Company with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued Securities Exchange Commission for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders purpose of registering options or other securities issued to executives or other employees of the Company do not approve the amendments to and restatement in their respective capacities as executive or employees of the SOP at (rather than shareholders of or investors in) the Company's 2010 Annual Meeting, then ; (v) the Executive and option agreement shall include certain anti-dilution provisions customary in options granted by the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.Company;

Stock Options. The Company Subject to the approval of the Board, the Executive shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto be granted an option to purchase 360,000 a total of 750,000 shares of the Company's common stock ("Common Stock") on of the Effective Date Company (the "First Tranche") and“Option”), subject to the approval terms and conditions set forth in any applicable award agreement, in the 2008 Chief Executive Officer’s Plan and in any other applicable plan or agreement. The Option will be exercisable at the price of the Company’s shares on the Over-the-Counter Bulletin Board (“OTC BB”) on the date of the grant. The Option shall vest in three (3) equal installments on the first, second and third anniversaries of the Executive’s Employment Date, and shall have a maximum exercise period of ten (10) years from the grant date. In the event of termination of the Executive’s employment without Cause during the term hereof, as set forth more fully in the Option award agreement and the applicable plan documents, the Executive shall be entitled to exercise the vested portion of the Option for ninety (90) days following the date of termination of employment. The unvested portion of the Option shall be canceled as of the date of termination of employment upon a termination of employment pursuant to Section 5(c) or 5(e)(i) hereof. The unvested portion of the Option shall be canceled as of the ninety-first (91) day following a termination pursuant to Sections 5(a), 5(b), 5(d) or 5(e)(ii) hereof, provided that no Change in Control occurs prior to such date. Upon the occurrence of a Change in Control at any time during the Executive's employment hereunder or prior to the ninety-first (91) day following a termination pursuant to Sections 5(a), 5(b), 5(d) or 5(e)(ii) hereof, the unvested portion of the Option shall vest and become immediately exercisable. During the term hereof, the following provisions shall also apply: (i) If there is a Change in Control, the Company will make a special bonus payment to the Executive (the “Change in Control Bonus”), such Change in Control Bonus to be equal to (Y) the amount by which the purchase price per share of the Company’s Common Stock (or, in the case of a Change of Control pursuant to clause (ii) of the definition thereof, the amount of cash proceeds per common share received by the Company's shareholders ’s common stockholders as a result of such transaction) exceeds $6.00, multiplied by (Z) 565,775. The Change in Control Bonus shall be payable upon the closing of the amendments to and restatement Change in Control, but in no event later than March 15 of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In Change in Control occurs. (ii) Except as specifically provided in Section 4(e)(i) above, nothing herein shall prohibit or restrict the event that Company from taking any corporate action or engaging in any corporate transaction of any kind, including, without limitation, the shareholders issuance and sale of additional shares of capital stock of the Company, any merger, consolidation, liquidation or sale of assets, or create in the Executive any rights to acquire or receive additional shares of capital stock of the Company do not approve or otherwise be protected against dilution. (iii) The Company agrees that if the amendments Executive elects to request that the Company file a Form S-8 with the United States Securities and restatement Exchange Commission in connection with any of the SOP at securities described in Section 4(e) hereof, the Company shall file such Form S-8, provided that the Executive must pay to the Company's 2010 Annual Meeting, then fifty percent (50%) of all costs and fees, including applicable attorneys’ fees, associated with the Executive preparation and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement filing of the SOPsuch Form S-8.

Stock Options. The (a) As soon as practicable after the Effective Date, but in any event prior to May 5, 2000, the Company shall grant to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's 2000 Equity Incentive Compensation Plan stock options (the "SOPStock Options") or any successor plan thereto to purchase 360,000 1,000,000 shares of Common Stock of the Company. Such grant shall be subject to shareholder approval of the Company's common stock ("Common Stock") 2000 Equity Incentive Plan. Stock Options will have an exercise price based on the Effective Date (the "First Tranche") and, subject to the approval by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares trading price of Common Stock on the first anniversary date of the Effective Date (the "Second Tranche" andgrant. 250,000 Stock Options will vest on each of December 31, collectively with the First Tranche2000, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement2001, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided2002 and 2003, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, subject to the terms of Section 8.5 a stock option certificate (the "Stock Option Certificate"). (b) The Company shall have the obligation, upon the written request of this Agreement. For purposes of Section 6 Executive within thirty days of the SOP or any successor plan theretoTermination Date, to repurchase shares obtained by the First Tranche shall consist of an issuance of options for 360,000 shares of Common Executive pursuant to exercised Stock issued Options ("Option Shares") in connection with the event that the Executive's recruitment and employment with the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurredCompany is terminated. In the event that the shareholders Executive's employment with the Company is terminated pursuant to Section 8.1 (Death), Section 8.2 (Incapacity), Section 8.4 (Other than for Cause), Section 8.5 (Good Reason) or Section 8.6 (Other than for Good Reason) the repurchase price (the "Repurchase Price") shall equal the fair market value of the Company do not approve the amendments to and restatement Option Shares as of the SOP Termination Date. In the event the Executive's employment with the Company is terminated pursuant to Section 8.3 (Cause), the Company shall purchase the Option Shares held by such Executive at a Repurchase Price equal to the original exercise price for such Option Shares; provided, that, in the event that Executive's employment with the Company is terminated pursuant to Section 8.3(d), the Repurchase Price shall equal the fair market value of the Option Shares as of the Termination Date. (c) In the event the Executive's employment shall be terminated pursuant to Section 8.1 (Death), Section 8.2 (Incapacity), Section 8.4 (Other than for Cause) or Section 8.5 (Good Reason), any Stock Options outstanding on the Termination Date that were not then exercisable shall become exercisable to the full extent of the original grant, and shall be deemed to become exercisable immediately before the Termination Date. (d) In the event of any ambiguity, conflict or inconsistency among or between this Agreement and the Company's 2010 Annual Meeting2000 Equity Incentive Plan, then the Executive terms of this Agreement shall prevail and the Company will consult one another in good faith govern, including, without limitation, provisions of this Agreement governing vesting and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company repurchase of Stock Options and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPOption Shares.

Stock Options. The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 (a) MGM presently maintains an Amended and Restated 1996 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto the “Plan”), pursuant to which Executive has been granted options to purchase 360,000 an aggregate of 1,000,000 shares of MGM common stock, $.01 par value per share (the Company's common stock ("“Common Stock") on the Effective Date (the "First Tranche") and”), subject to the approval which options are governed by the Company's shareholders of the amendments to and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary of the Effective Date (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP stock option agreements previously entered into between Executive and MGM (the “Stock Option Agreements”) dated as of (i) August 2, 2000 with respect to 500,000 stock options (the “August 2000 Options), (ii) September 14, 2001 with respect to 250,000 stock options and (iii) May 25, 2002 with respect to 250,000 stock options. (b) As of the Effective Date, and in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive hereby agrees to the cancellation of the August 2000 Options, which shall be deemed terminated and of no further force or any successor plan theretoeffect. Executive acknowledges that following such cancellation and termination, subjectExecutive will hold an aggregate of 500,000 stock options, howeverof which 250,000 are at an exercise price of $16.74 per share and 250,000 are at an exercise price of $16.02 per share, all subject to the terms and conditions (including the vesting schedule) set forth in the Stock Option Agreements under which such stock options were granted. (c) Executive acknowledges and agrees that, by reason of Section 8.5 of this such cancellation and termination, Executive releases all right, title and interest Executive may have held, whether pursuant to the Plan, the Stock Option Agreement. For purposes of Section 6 , the Employment Agreement or otherwise, to acquire the shares of the SOP Common Stock subject to such cancelled options. Executive hereby represents that he is the sole owner of the options relinquished hereby and that he has not sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner any of such options or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPright thereto or interest therein.

Stock Options. 6.1. The Company shall grant has previously granted to the Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 19,973 shares of the Company's common stock ("’s Common Stock") on the Effective Date Stock (the "First Tranche") and“Options”). Notwithstanding the closing under the Purchase Agreement, subject to the approval by the Company's shareholders of the amendments to Options shall remain in full force and restatement of the SOP effect in a manner consistent accordance with the terms of the Options, except as hereinafter set forth. 6.2. The parties agree that within 30 days following the date hereof, the Options shall be amended to reduce the exercise price to a nominal amount, to require Executive to exercise such options within 30 days of executing such amendment to the Options, to provide for the Company’s right of first refusal on any sale by the Executive of shares acquired upon exercise of the Options (“Option Shares”), to provide that Option Shares may not be transferred by Executive for three (3) years following the date of exercise and such other terms as shall be agreed upon by the parties. 6.3. The parties further agree that as soon as practicable following the date hereof, and in any event within 90 days following the date hereof, the Board will create, and submit to the Company’s shareholders for approval, an incentive stock option plan on such terms as shall be approved by the Board, and Executive shall be granted options under such plan as hereinafter set forth and on Exhibit Bsuch other terms as shall be approved by the Board. The terms of such plan shall include an “Automatic Annual Grant of Options”, as hereinafter defined, to Executive. As used herein, “Automatic Annual Grant of Options” means, that effective the first day of the Company’s fiscal year for each of the five consecutive fiscal years commencing October 1, 2017, provided Executive is then employed by the Company or a subsidiary or parent of the Company, the Executive will be granted an additional 360,000 option to purchase shares of the Company’s Common Stock equal to one-half of one percent (0.5%) of the Company’s outstanding Common Stock on the first anniversary a fully diluted basis as of the Effective Date (the "Second Tranche" andprevious day, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in per share equal to fair market value on the SOP or any successor plan thereto. Except as provided in Section 8.2(b) date of this Agreementgrant, with such options to vest one-third on each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) first three anniversaries of the SOP shall not apply to date of grant provided Executive is employed by the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP Company or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP a subsidiary or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders parent of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPon such vesting date.

Stock Options. The Company shall grant (i) Pursuant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option 2004 Equity Incentive Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on , as of the Effective Date Date, Executive shall be granted options (the "First TrancheOptions") and, subject to purchase 165,000 shares of Class A Common Stock at an exercise price equal to the approval by price per share at which shares of Class A Common Stock are offered to the Company's shareholders of public in the amendments to and restatement of the SOP IPO. (ii) The Options shall vest in a manner consistent accordance with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on the first anniversary following schedule: DATE AMOUNT VESTING ---- -------------- First Anniversary of the Effective Date 24,000 shares Second Anniversary of Effective Date 24,000 shares Third Anniversary of Effective Date 117,000 shares (iii) If a share dividend, share split or share combination shall occur with respect to the "Second Tranche" andCommon Shares of Texas Roadhouse Holdings LLC, collectively a Kentucky limited liability company, shall occur prior to the closing of the IPO, or such Common Shares are exchanged for shares of Class A Common Stock in connection with the First TrancheIPO on a basis other than one-to-one, the "Option Awards"). Each Option Award amounts set forth in this Section 4(c) shall be correspondingly adjusted. (iv) In the event of a termination of Executive's Employment other than for Cause (as defined below) or termination by Executive for Good Reason (as defined below) within 12 months following a Change of Control (as defined below), or prior to a Change of Control at the direction of a person who has entered into an agreement with the Company, the consummation of which will constitute a Change of Control, and contingent upon Executive's compliance with Section 10(g), the Options and all other options granted at an exercise price under any stock option and stock incentive plans of the Company that are outstanding as of the date of termination shall become immediately exercisable in full and shall remain exercisable until the earlier of (A) two years after termination of Executive's employment by the Company or (B) the option expiration date as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPapplicable option agreement.

Stock Options. The Company shall grant Pursuant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Company's 2000 Stock Option Plan established under (referred to throughout this Agreement as the Company"Plan"), subject to the approval of the Compensation Committee of the Board, on the date of commencement of the Executive's Incentive Compensation Plan employment, the Board shall grant the Executive a stock option (the "SOPOption") or any successor plan thereto to purchase 360,000 an aggregate of one hundred thousand (100,000) shares of the Company's common stock stock, $.01 par value per share (the "Common Stock") on the Effective Date (the "First Tranche") and), subject at an exercise price, pursuant to the approval by the Company's shareholders terms of the amendments Plan, equal to and restatement the closing price of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock on The New York Stock Exchange on the first anniversary trading day next preceding the date of grant. Additional Options may be granted to the Executive by the Compensation Committee of the Effective Date (Board in its absolute discretion. The terms of the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award Options shall be granted at set forth in an exercise price as agreement between the Company and the Executive, which shall reflect the terms hereof and the terms and conditions set forth in the SOP or any successor plan theretoCompany's standard form of option agreement (the "Option Agreement"). Except as provided in Section 8.2(bThe Options shall become exercisable twenty percent (20%) one year from the date of this Agreementgrant, each Option Award an additional twenty percent (20%) two years from the date of grant, and the remaining sixty percent (60%) three years from the date of grant and shall vest in accordance with Section 8(aexpire ten (10) years after the date of the SOP or any successor plan theretogrant; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders Executive's employment with the Company is terminated by the Company without cause or the Executive resigns for Good Reason, the Executive shall have the right to exercise vested Options (i.e., Options which are exercisable as of the termination date) for a period of six (6) months after such termination date. Notwithstanding the foregoing, (i) in the event of a "Change of Control" as defined in the Plan, or (ii) if the Executive terminates his employment for "Good Reason" as defined herein, or (iii) if the Executive is terminated by the Company do not approve other than for "Cause" as defined herein, then, in any of such events, all unvested Options shall immediately vest and become exercisable and remain so for a period of six (6) months unless otherwise cancelled or assumed following a Change of Control as provided by the amendments to and restatement terms of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPPlan.

Stock Options. The Company shall grant Notwithstanding anything to Executive nonqualified stock options under the Technitrolcontrary in any Option Agreement, Inc. 2001 Stock Option Plan established under the parties agree as follows: (a) All time-vesting Options that are scheduled to vest on December 31, 2005 will vest on such date. (b) All performance-vesting Options that are first eligible to become vested based on the Company's Incentive ’s achievement of its 2005 EBITDA targets will vest to the same extent as applicable to the Company’s other senior executive officers, as determined by the Company’s Compensation Plan ("SOP") or Committee; provided that if any successor plan thereto such Options remain outstanding and unvested immediately prior to purchase 360,000 shares the Effective Time, such Options will vest and become fully exercisable prior to the Effective Time, subject to the consummation of the Company's common stock Merger. ("Common Stock"c) on All Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2006 will vest and become fully exercisable immediately prior to the Effective Date Time, subject to the consummation of the Merger. (d) All Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2007 (the "First Tranche"“2007 Options”) will be converted into time-vesting options and, subject to your continued employment with the approval Company, will vest and become fully exercisable on December 31, 2007; provided, that if your employment is terminated by the Company's shareholders Company without Cause or by you for Good Reason, on or prior the second anniversary of the amendments to Effective Time, the 2007 Options shall become vested and restatement fully exercisable as of the SOP in a manner consistent date of termination. (e) To the extent applicable to you, all Options (time-vesting and performance-vesting) that are first eligible to become vested with respect to the year ending December 31, 2008 (the “2008 Options”) will be converted into time-vesting options and, subject to your continued employment with the terms set forth Company, will vest and become fully exercisable on Exhibit BDecember 31, an additional 360,000 shares 2008; provided, that if your employment is terminated by the Company without Cause or by you for Good Reason, on or prior the second anniversary of Common Stock the Effective Time, the 2008 Options shall become vested and fully exercisable as of the date of termination. (f) Each Option shall expire on the first to occur of (i) the tenth anniversary of the Grant Date thereof, (ii) the first anniversary of your termination of employment due to death or disability, or (iii) the 15th day of the third month following the date at which, or December 31 of the calendar year in which, the Option would otherwise have expired if the Option had not been extended pursuant to this Paragraph 7(f)(iii). (g) All shares of Restricted Stock described in Paragraph 5 shall vest immediately prior to the Effective Date (Time, subject to the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) consummation of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPMerger.

Stock Options. The Company shall grant to Executive nonqualified stock (i) In consideration of his services as Chief Business Development Strategist, within five (5) business days of the date of execution of this Agreement, M▇. ▇▇▇▇▇▇▇▇ will receive options under (the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP"“Options”) or any successor plan thereto to purchase 360,000 a total of one million five hundred thousand (1,500,000) shares of the Company's common stock Corporation’s Common Stock ("Common Stock"“Shares”); the Options shall be issued outside of any existing equity, option, or incentive plan of the Corporation. (ii) The exercise price of the Options shall be $5.35 (Five Dollars and Thirty-Five Cents) per share; the Options shall be immediately exercisable upon vesting; and the Options shall terminate on the Effective Date (fifth anniversary of the "First Tranche") anddate the Options vest, subject unless sooner terminated pursuant to the approval by terms of this Agreement. (iii) The Options to purchase the Company's shareholders 1,500,000 Shares shall vest as follows: (A) Options to purchase three hundred thousand (300,000) shares shall vest immediately upon issuance; thereafter, Options to purchase an additional one hundred fifty thousand (150,000) shares shall vest on each of the amendments to and restatement next three annual anniversaries of the SOP Effective Date, provided that this Agreement remains in a manner consistent with full force and effect as of such dates. (B) Options to purchase 750,000 Shares shall vest at the terms set forth rate of 250,000 per year on Exhibit B, an additional 360,000 shares each of Common Stock on the first anniversary three anniversaries of the Effective Date if the following vesting conditions were satisfied during the prior year: M▇. ▇▇▇▇▇▇▇▇ shall have introduced the Corporation to twelve (12) or more potential Business Transactions (defined below) intended to expand the "Second Tranche" andbusiness of the Corporation during the preceding year, collectively one of which the Chief Executive Officer (“CEO”) determined was sufficiently of interest to the Corporation to cause an in person or virtual meeting with the First Trancherelevant parties. Potential Business Transactions could consist of US-based or international license, distribution, joint venture, partnership, acquisition, merger, asset purchase, or capital stock exchange, opportunities. Notwithstanding the requirements stated above, should the CEO believe that M▇. ▇▇▇▇▇▇▇▇ has provided sufficient other benefits and value to the Company, the "Option Awards"CEO may, in his sole and absolute discretion, waive the requirements in any given year and M▇. ▇▇▇▇▇▇▇▇ will be fully entitled to the vesting of Options for such period. (C) All Options shall vest immediately upon a Change in Control (as defined in this Agreement). (iv) M▇. Each Option Award ▇▇▇▇▇▇▇▇ shall be granted at an entitled to cashless exercise of his Options. Specifically, the exercise price shall be paid to the Corporation by means of the Corporation withholding: (A) the number of Shares necessary to pay the exercise price of the Options; and (B) the number of Shares M▇. ▇▇▇▇▇▇▇▇ authorizes in writing for the Corporation to withhold for purposes of income taxes M▇. ▇▇▇▇▇▇▇▇ may owe as set forth a result of exercising his Options. The Corporation shall pay to the U.S. Internal Revenue Service and New York Division of Revenue the value of such withheld shares in accordance with, and within the SOP or any successor plan theretotimes required by, the Internal Revenue Code and applicable regulations. (v) The Corporation at its sole expense shall make provision for the immediate registration of, reoffer, and resale by M▇. Except as provided in Section 8.2(b) ▇▇▇▇▇▇▇▇ of this Agreement, each Option Award shall vest the Shares issuable to him upon exercise of the Options in accordance with Section 8(athe registration rights agreement annexed hereto as Exhibit “A.” (vi) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option Awards. The Option Awards Options shall be set forth in subject to a standard weighted average anti-dilution provision and any Option award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche agreement shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at contain such a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOPprovision.

Stock Options. The Company shall grant to Executive nonqualified stock options under ▇. ▇▇▇▇▇▇ has created the Technitrol, Inc. 2001 2002 Stock Option Plan established under (the Company's Incentive Compensation Plan ("SOPStock Option Plan") or any successor plan thereto to purchase 360,000 shares of the Company's for its common stock stock, par value $0.01 ("Common Stock") on the Effective Date ). On July 9, 2002, Ashton has granted to You stock options (the "First TrancheOptions") andto acquire 23,777,639 shares of Common Stock. The foregoing number of Options shall be adjusted proportionately in the event of any stock split, stock dividend, combination, or reclassification of the Common Stock or any other increase or decrease in the number of issued shares of the Common Stock without receipt of consideration by Ashton. b. The grant of Options has been subject to the appropriate approvals, including approval by the Companyof Ashton's shareholders Board of Directors and, as incentive stock options have been granted, shareholder approval of the amendments Stock Option Plan. Your Options will be subject to the same general terms and restatement conditions as other executive management employees, including but not limited to, the exercise price of the SOP Options, and the registration rights (if any) in a manner consistent with respect of the terms set forth on Exhibit B, an additional 360,000 shares of Common Stock underlying the Options. Your Options will be governed by a stock option agreement ("Stock Option Agreement"), which shall provide for an eight (8) cent exercise price, and the following four year vesting schedule: 1/6/th/ shall vest six months from May 7, 2002 ("Vesting Commencement Date"); 1/6/th/ shall vest one year from the Vesting Commencement Date; and 2/9ths shall vest on the first anniversary each of the Effective Date second, third, and fourth anniversary dates from the Vesting Commencement Date, subject in each case to You continuing to be a Service Provider (the "Second Tranche" and, collectively with the First Tranche, the "Option Awards"). Each Option Award shall be granted at an exercise price as set forth defined in the SOP or any successor plan theretoStock Option Plan) on such dates. Except as provided Additionally, Your Stock Option Agreement will provide that in Section 8.2(bthe event of a Change of Control (to be defined in the Stock Option Plan and Stock Option Agreement) of this AgreementAshton, each Option Award fifty percent (50%) of Your unvested Options shall vest in accordance with Section 8(a) immediately upon the Change of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the Option AwardsControl. The Option Awards shall be set forth in award agreements consistent with the terms and conditions of the SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock issued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company Ashton will consult one another in good faith and will use their also make commercially reasonable best efforts to arrive at provide for a mutually agreeable substitution "cashless exercise" method for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments You to and restatement of the SOPexercise Your Options, if legally allowable.