with the terms of this Agreement, which is not remedied within 30 days after receipt ofwritten notice from the Company specifying such failure; or (iii) the Executive’s commission at anytime of any act or omission that results in, or would reasonably be expected to result in, aconviction, plea of no contest or plea of *nolo contendere*for any felony or crime involving moralturpitude. For the avoidance of doubt, failure to attain individual or Company performance goalsshall not constitute “Cause” for purposes of this Agreement.  (h) “Cause Event” shall have the meaning set forth in Section 4(b).  (i) “Cause Triggering Date” shall have the meaning set forth in Section4(b).  (j) “Change in Control” shall mean (i) any transaction or series oftransactions within a 12-month period where (A) more than 50% of the then outstanding shares of theCompany’s common stock are redeemed (for cash, property (including, without limitation, stock inany corporation), or indebtedness, or any combination thereof) by the Company or purchased by anyperson(s), firm(s) or entity(ies), or exchanged for shares in any other corporation whether or notaffiliated with the Company, or any combination of such redemption, purchase or exchange, or (B)more than 50% of the Company’s assets are purchased by any person(s), firm(s) or entity(ies)whether or not affiliated with the Company for cash, property (including, without limitation, stockin any corporation) or indebtedness or any combination thereof, or (C) the Company is merged orconsolidated with another corporation regardless of whether the Company is the survivor (except anysuch transaction solely for the purpose of changing the Company’s domicile or which does not changethe ultimate beneficial ownership of the equity interests in the Company), or (ii) any substantialequivalent of any such redemption, purchase, exchange, change, transaction or series oftransactions, acquisition, merger or consolidation constituting such a change in control. Forpurposes hereof, the term “control” shall have the meaning ascribed thereto under the SecuritiesExchange Act of 1934, as amended from time to time, and the regulations thereunder. For purposesof clause (i)(B) above or as appropriate for purposes of clause (ii) above, the Company shall bedeemed to include on a consolidated basis all subsidiaries and other affiliated corporations orother entities with the same effect as if they were divisions.  (k) “Code” shall mean the Internal Revenue Code of 1986, as amended.  (l) “Committee” shall mean the Compensation Committee of the Board, or if nosuch committee exists, the Board.  (m) “Company” shall, except as otherwise provided in Section 6(j), have themeaning set forth in the preamble hereto.  (n) “Continued Coverage” shall have the meaning set forth in Section5(b)(iii).  (o) “Date of Termination” shall mean (i) if the Executive’s employment isterminated due to the Executive’s death, the date of the Executive’s death; (ii) if the Executive’semployment is terminated due to the Executive’s Disability, the date determined pursuant to Section4(a)(ii); or (iii) if the Executive’s employment is terminated pursuant to Section 4(a)(iii)-
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       (vi) either the date indicated in the Notice of Termination or the date specified by theCompany pursuant to Section 4(b), whichever is earlier.  (p) “Disability” shall mean the Executive’s inability to engage in anysubstantial gainful activity by reason of any medically determinable physical or mental impairmentthat can be expected to result in death or that can be expected to last for a continuous period ofnot less than twelve (12) months.  (q) “Effective Date” shall mean the date of the consummation of an initialpublic offering of the Company’s common stock.  (r) “Executive” shall have the meaning set forth in the preamble hereto.  (s) “Extension Term” shall have the meaning set forth in Section 2(b).  (t) The Executive shall have “Good Reason” to terminate the Executive’semployment hereunder within two (2) years after the occurrence of one or more of the followingconditions without the Executive’s prior written consent: (i) a material diminution in the natureor scope of the Executive’s responsibilities, duties or authority, a material diminution in theExecutive’s title, or the assignment to the Executive of duties that are inconsistent with theExecutive’s position as Chief Executive Officer; (ii) a reduction of the Executive’s Annual BaseSalary or Annual Bonus or the failure of the Company to make any payment or provide any benefitunder this Agreement; (iii) the Company’s breach of this Agreement; (iv) a material change in thegeographic location at which the Executive must perform the Executive’s material services hereunder(which shall in no event include a relocation of the Executive’s principal place of business lessthan 20 miles from the Virginia Beach, Virginia metropolitan area); or (v) the assignment to theExecutive of any duties materially inconsistent in any respect with the Executive’s position(including status, offices, titles and reporting requirements), authority, duties orresponsibilities as contemplated by Section 2 of this Agreement, or any other action by the Companywhich results in a material diminution of such position, authority, duties or responsibilities;provided, however, that notwithstanding the foregoing the Executive may not resignhis employment for Good Reason unless: (A) the Executive provides the Company with at least 30 daysprior written notice of his intent to resign for Good Reason (which notice is provided not laterthan the 90th day following the Executive’s knowledge of the occurrence of the eventconstituting Good Reason); and (B) the Company does not remedy the alleged violation(s) within such30-day period; provided, further, that, for the avoidance of doubt, the failure ofthe shareholders to elect the Executive to the Board following proposal for re-election by theBoard as described in Section 2(c) shall not constitute “Good Reason.”  (u) “Initial Term” shall have the meaning set forth in Section 2(b).  (v) “Notice of Termination” shall have the meaning set forth in Section4(b).  (w) “Person” shall mean any individual, natural person, corporation(including any non-profit corporation), general partnership, limited partnership, limited liabilitypartnership, joint venture, estate, trust, company (including any company limited by shares,limited liability
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       company or joint stock company), incorporated or unincorporated association, governmentalauthority, firm, society or other enterprise, organization or other entity of any nature.  (x) “Pro Rata Bonus” shall have the meaning set forth in Section 5(b)(ii).  (y) “Proprietary Information” shall have the meaning set forth in Section6(d).  (z) “Release” shall have the meaning set forth in Section 5(b).  (aa) “Release Expiration Date” shall have the meaning set forth in Section22(c).  (bb) “Restricted Period” shall mean the period from the Effective Datethrough the first (1st) anniversary of the Date of Termination.  (cc) “Section 409A” shall mean Section 409A of the Code and the Departmentof Treasury regulations and other interpretive guidance issued thereunder, including withoutlimitation any such regulations or other guidance that may be issued after the Effective Date.  (dd) “Severance Payment” shall have the meaning set forth in Section 5(b).  (ee) “Severance Period” shall have the meaning set forth in Section 5(b).  (ff) “Term” shall have the meaning set forth in Section 2(b).     **2. ****Employment**          (a) In General. The Company shall employ the Executive and the Executiveshall enter the employ of the Company, for the period set forth in Section 2(b), in the positionset forth in Section 2(c), and upon the other terms and conditions herein provided.          (b) Term of Employment. The initial term of employment under this Agreement(the “Initial Term”) shall be for the period beginning on the Effective Date and ending onthe third (3rd) anniversary thereof, unless earlier terminated as provided in Section 4.The Initial Term shall automatically be extended for successive one (1) year periods (each, an“Extension Term” and, collectively with the Initial Term, the “Term”), unlesseither party hereto gives notice of non-extension to the other no later than ninety (90) days priorto the expiration of the then-applicable Term.          (c) Position and Duties. During the Term, the Executive: (i) shall serve asChief Executive Officer of the Company, with responsibilities, duties and authority customary forsuch position, subject to direction by the Board; (ii) shall at all times be the most seniorexecutive officer of the Company; (iii) shall report directly to the Board; (iv) shall devotesubstantially all the Executive’s working time and efforts to the business and affairs of theCompany and its subsidiaries; and (v) agrees to observe and comply with the Company’s rules andpolicies as adopted by the Company from time to time. In addition, as of the Effective Date, theCompany shall cause the Executive to be appointed or elected to the Board and, during the Term, theBoard shall propose the Executive for re-election to the Board. The parties
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acknowledge and agree that the Executive’s duties, responsibilities and authority may includeservices for one or more subsidiaries or Affiliates of the Company.     **3. ****Compensation and Related Matters**          (a) Annual Base Salary. During the Term, the Executive shall receive a basesalary at a rate of at least $570,000 per annum, which shall be paid in accordance with thecustomary payroll practices of the Company, subject to review by the Board in its sole discretion(as it may be increased from time to time, the “Annual Base Salary”).          (b) Annual Bonus. With respect to each Company fiscal year that ends duringthe Term, commencing with fiscal year 2011, the Executive shall be eligible to receive an annualperformance-based cash bonus (the “Annual Bonus”) which shall be payable based upon theattainment of individual and Company performance goals established by the Board in consultationwith the Executive. The terms of the Annual Bonus with respect to each fiscal year shall providethat if the Company and/or the Executive attains target performance levels for an applicable fiscalyear, the Executive’s Annual Bonus shall be payable in an amount equal to 100% of Annual BaseSalary, and may, at the discretion of the Board, provide for a higher amount if performance targetsare exceeded. Each such Annual Bonus shall be payable on such date as is determined by the Board,but in no event later than March 15th of the calendar year immediately following thecalendar year with respect to which such Annual Bonus relates.          (c) Benefits. The Executive shall be eligible to participate in employeebenefit plans, policies, programs and arrangements of the Company, in accordance with their terms,as in effect from time to time, and as are generally provided by the Company to its seniorexecutive officers but in any event on a no less favorable basis than the most favorable basis thatis provided to any other executive officer of the Company.          (d) Vacation; Holidays. During the Term, the Executive shall be entitled tofour (4) weeks paid vacation plus five (5) days personal leave each full calendar year in additionto any Company-wide holidays. Any vacation shall be taken at the reasonable and mutual convenienceof the Company and the Executive. Holidays shall be provided in accordance with Company policy, asin effect from time to time. Notwithstanding anything to the contrary in this Agreement or theCompany’s policies in effect from time to time, (i) all four (4) weeks of the Executive’s paidvacation time shall accrue and be available on the first day of each calendar year, (ii) unusedvacation time shall accrue from year to year and be available for use by the Executive inaccordance with the terms of this Agreement for the duration of Executive’s employment with theCompany and (iii) upon termination of this Agreement or the Executive’s ceasing to be employed bythe Company for any reason, the Executive shall be paid for all accrued but unused vacation time(subject to proration for the year in which such termination occurs) at a rate based on theExecutive’s highest Annual Base Salary during his employment with the Company.          (e) Business Expenses. During the Term, the Company shall reimburse theExecutive for all reasonable, documented, out-of-pocket travel and other business expenses incurredby the Executive in the performance of the Executive’s duties to the Company in accordance with theCompany’s applicable expense reimbursement policies and procedures.
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     **4. ****Termination****.**The Executive’s employment hereunder may be terminated by the Company or the Executive, asapplicable, without any breach of this Agreement only under the following circumstances:          (a) Circumstances (i) Death. The Executive’s employment hereunder shall terminate upon theExecutive’s death.  (ii) Disability. If the Executive incurs a Disability, the Company may give theExecutive written notice of its intention to terminate the Executive’s employment. In that event,the Executive’s employment with the Company shall terminate, effective on the later of thethirtieth (30th) day after receipt of such notice by the Executive or thedate specified in such notice; provided that within the thirty (30) day period followingreceipt of such notice, the Executive shall not have returned to full-time performance of theExecutive’s duties hereunder.  (iii) Termination for Cause. The Company may terminate the Executive’s employment forCause.  (iv) Termination without Cause. The Company may terminate the Executive’s employmentwithout Cause.  (v) Resignation for Good Reason. The Executive may resign from the Executive’semployment for Good Reason.  (vi) Resignation without Good Reason. The Executive may resign from the Executive’semployment without Good Reason.  (vii) Non-Extension of Term by the Company. The Company may give notice ofnon-extension to the Executive pursuant to Section 2(b). For the avoidance of doubt, non-extensionof the Term by the Company shall not constitute termination by the Company without Cause.  (viii) Non-Extension of Term by the Executive. The Executive may give notice ofnon-extension to the Company pursuant to Section 2(b).          (b) Notice of Termination. Any termination of the Executive’s employment bythe Company or by the Executive under this Section 4 (other than a termination pursuant to Section4(a)(i) above) shall be communicated by a written notice to the other party hereto (a “Noticeof Termination”): (i) indicating the specific termination provision in this Agreement reliedupon, (ii) except with respect to a termination pursuant to Sections 4(a)(iv), (vi), (vii) or(viii), setting forth in reasonable detail the facts and circumstances claimed to provide a basisfor termination of the Executive’s employment under the provision so indicated, and (iii)specifying a Date of Termination which, if submitted by the Executive, shall be at least thirty(30) days following the date of such notice; provided, however, that a Notice ofTermination delivered bythe Company pursuant to Section 4(a)(ii) shall not be required to specify a Date ofTermination,
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in which case the Date of Termination shall be determined pursuant to Section4(a)(ii); and provided, further, that in the event that the Executive delivers aNotice of Termination (other than a Notice of Termination under Section 4(a)(viii) above) to theCompany, the Company may, in its sole discretion, accelerate the Date of Termination to any datethat occurs following the date of Company’s receipt of such Notice of Termination (even if suchdate is prior to the date specified in such Notice of Termination). Except as set forth in thefollowing paragraph in the case of a termination for Cause, (x) a Notice of Termination submittedby the Company (other than a Notice of Termination under Section 4(a)(ii) or Section 4(a)(vii)above) may provide for a Date of Termination on the date the Executive receives the Notice ofTermination, or any date thereafter elected by the Company in its sole discretion, and (y) thefailure by the Company or the Executive to set forth in the Notice of Termination any fact orcircumstance which contributes to a showing of Cause or Good Reason shall not waive any right ofthe Company or the Executive hereunder or preclude the Company or the Executive from asserting suchfact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.Notwithstanding the foregoing, a termination pursuant to Section 4(a)(iii) shall be deemed to occurif following the Executive’s termination of employment for any reason the Company determines thatcircumstances existing prior to such termination would have entitled to the Company to terminatethe Executive’s employment pursuant to Section 4(a)(iii) and the Company complies with thefollowing paragraph.     Notwithstanding anything in this Agreement to the contrary, for a termination of theExecutive’s employment with the Company to constitute a termination for “Cause” for purposes ofthis Agreement, the Company must provide the Executive with a Notice of Termination for Cause on orprior to the 90th day after the date that: (x) either the Chairperson of the Audit Committee of theBoard or the Chairperson of the Board first become aware of the occurrence of the event or eventsthat form the basis for the alleged Cause (collectively, the “Cause Event”) and theExecutive’s involvement in such Cause Event (and any applicable cure period to which the Executiveis entitled has expired); and (y) such applicable Chairperson could have reasonably been aware thatsuch Cause Event could constitute “Cause” (and any applicable cure period to which the Executive isentitled has expired) (such date, the “Cause Triggering Date”). Such Notice of Terminationmust specify that the Executive’s employment will be (or, in the case of the last sentence of thepreceding paragraph, was) terminated for “Cause” and in reasonable detail the basis and underlyingfacts supporting the Company’s belief that a Cause Event has occurred, and, if applicable, that anyapplicable cure period has elapsed without cure having been effected. In addition, the cessationof employment of the Executive shall not be deemed to be for Cause unless and until there shallhave been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote ofnot less than a majority of the entire membership of the Board at a meeting of the Board called andheld for such purpose (after a Notice of Termination is provided to the Executive and the Executiveis given an opportunity, together with counsel, to be heard before the Board concerning suchmatter), finding that, in the good faith reasonable opinion of the Board, the Executive is guiltyof the conduct described in the definition of “Cause.”     **5. ****Company Obligations upon Termination of Employment**          (a) In General. Upon a termination of the Executive’s employment for anyreason, the Executive (or the Executive’s estate) shall be entitled to receive: (i) any portion ofthe
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Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) anyexpenses owed to the Executive under Section 3(e), (iii) any accrued but unused vacation pay owedto the Executive pursuant to Section 3(d), and (iv) any amount arising from the Executive’sparticipation in, or benefits under, any employee benefit plans, programs or arrangements underSection 3(c), which amounts shall be payable in accordance with the terms and conditions of suchemployee benefit plans, programs or arrangements. Except as otherwise set forth in Sections 5(b)and 5(c) below, the payments and benefits described in this Section 5(a) shall be the only paymentsand benefits payable in the event of the Executive’s termination of employment for any reason.          (b) Termination without Cause or for Good Reason. In the event of theExecutive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) orby the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), in addition to thepayments and benefits described in Section 5(a) above, the Company shall, subject to Section 22 andSection 5(d) and subject to the Executive’s execution and non-revocation of a waiver and release ofclaims agreement in substantially the form attached hereto as Exhibit A, in accordance withSection 22(c) (a “Release”):          (i) Except as provided in Section 5(b)(iv) below with respect to atermination of employment in connection with a Change in Control, during the periodbeginning on the Date of Termination and ending on the first (1st) anniversary ofthe Date of Termination (the “Severance Period”), pay to the Executive an amount(the “Severance Payment”) equal to the sum of (A) his Annual Base Salary and (B) histarget Annual Bonus for the year in which the Date of Termination occurs. The SeverancePayment shall, subject to Section 22 and Section 5(d), be paid to the Executive in equalinstallments over the Severance Period, in accordance with the Company’s regular payrollpractice as of the Date of Termination;          (ii) Pay to the Executive an amount equal to the product of (A) the amount ofthe Annual Bonus payable to the Executive in respect of the fiscal year immediatelypreceding the year in which the Date of Termination occurs and (B) the ratio of (x) thenumber of days elapsed during the fiscal year during which such termination of employmentoccurs on or prior to the Date of Termination, to (y) 365 (the “Pro Rata Bonus”).Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 22 andSection 5(d), be paid to the Executive in equal installments over the Severance Period, inaccordance with the Company’s regular payroll practices as of the Date of Termination; and          (iii) Provide the Executive, the Executive’s spouse and the Executive’seligible dependents, during the Severance Period, with access to continued coverage in allgroup health plans in which the Executive participated as of the last day of the Executive’semployment with the Company upon terms substantially identical to those in effect on suchlast day of employment (“Continued Coverage”); provided that if suchContinued Coverage would result in penalties under Section 4980D of the Code then theCompany may in its sole discretion provide that (A) the Executive shall pay to the Company,on an after-tax basis, a monthly amount equal to the full premium cost of the ContinuedCoverage (determined in accordance with the methodology under the
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Consolidated Omnibus Budget Reconciliation Act of 1985, as amended) for such month and (B) within thirty (30)days of such premium payment, the Company shall reimburse the Executive in cash (lessrequired withholding) an amount equal to the sum of (1) the excess of (x) the full premiumcost of the Continued Coverage for such month over (y) any premium amount that would havebeen payable by the Executive if the Executive had been actively employed by the Company forsuch month and (2) an additional tax “gross up” payment to cover all estimated applicablelocal, state and federal income and payroll taxes imposed on the Executive with respect tothe Continued Coverage.          (iv) Notwithstanding anything to the contrary in this Section 5(b), if suchtermination of employment occurs within the twelve (12)-month period immediately following aChange in Control (and such Change in Control constitutes a “change in control event” asdefined in Treasury Regulations Section 1.409A-3(i)(5)), then, in lieu of the foregoingpayments set forth in this Sections 5(b)(i) and 5(b)(ii), the Company shall (A) pay in alump sum to the Executive, within fifteen (15) days following the date the Release becomeseffective, an amount equal to the sum of (x) 200% of the amount of the Severance Payment and(y) the amount of the Pro Rata Bonus, and (B) provide Continued Coverage to the Executive,the Executive’s spouse and the Executive’s eligible dependents in accordance with Section5(b)(iii).          (c) Termination due to Death or Disability. In the event of the Executive’stermination of employment due to the Executive’s death or Disability, in addition to the paymentsand benefits described in Section 5(a) above, the Company shall: (i) Pay to the Executive (or, if applicable, his estate) an amount equal tothe product of (A) the ratio of (x) the number of days elapsed during the fiscal year duringwhich such termination of employment occurs on or prior to the Date of Termination, to (y)365, and (B) the Board-approved Annual Bonus payout for the Executive for such fiscal year,based on actual Company performance for such fiscal year, payable at the time the AnnualBonus would have been paid to the Executive had the Executive remained employed through theend of such fiscal year; and  (ii) Provide the Executive, if applicable, and the Executive’s spouse and theExecutive’s eligible dependents with Continued Coverage, in accordance with the termsdescribed in Section 5(b)(iii) above, during the twelve-month period immediately followingthe Date of Termination.          (d) Notwithstanding any other provision of this Agreement, no payment shall be madepursuant to Section 5(b) or 5(c) following the date of the Company’s good faith determination thatthe Executive has knowingly violated any of the restrictive covenants set forth in Section 6.          (e) Notwithstanding anything to the contrary in this Agreement or in any otheragreement between the Executive and the Company, any portion of any equity award granted to theExecutive that is unvested as of the date of the Executive’s termination of employment by theCompany without Cause, by the Executive for Good Reason, or due to the Executive’s death orDisability shall become fully vested and exercisable upon the first to occur
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of (i) the expirationof any current “black out” period or underwriter lock-up period during which the Executive isunable to trade the Company’s stock, but in no event later than the first business day after thesix-month anniversary of the Date of Termination and (ii) the date mutually agreed to by theExecutive and the Company; and, to the extent applicable, in no event shall any such equity awardexpire prior to the 90th day following such vesting date.          (f) The provisions of this Section 5 shall supersede in their entirety any severancepayment provisions in any severance plan, policy, program or other arrangement maintained by theCompany.     **6. ****Restrictive Covenants**     (a) The Executive hereby agrees that the Executive shall not, at any time during theRestricted Period, directly or indirectly engage in, have any interest in (including, withoutlimitation, through the investment of capital or lending of money or property), or manage, operateor otherwise render any services (including any services similar to the services the Executiveperformed for the Company during the Term) to, any Person (whether on his own or in associationwith others, as a principal, director, officer, employee, agent, representative, partner, member,security holder, consultant, advisor, independent contractor, owner, investor, participant or inany other capacity) that engages in (either directly or through any subsidiary or affiliatethereof) the business of providing value-added tactical equipment logistics and supply chainsolutions or distributing tactical and operational equipment or any other business in which theCompany or any of its subsidiaries or affiliates is engaged in on the Date of Termination that ismaterial to the Company’s operations, in any locale of any country in which the Company or itssubsidiaries or affiliates conducts business. Notwithstanding the foregoing, the Executive shallbe permitted to acquire a passive stock or equity interest in such a business; providedthat such stock or other equity interest acquired is not more than five percent (5%) of theoutstanding interest in such business.  (b) The Executive hereby agrees that the Executive shall not, at any time during theRestricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i)recruit or otherwise solicit or induce any employee, customer or supplier of the Company toterminate its employment or arrangement with the Company, or otherwise change its relationship withthe Company, or (ii) hire, or cause to be hired, any person who was employed by the Company at anytime during the twelve (12)-month period immediately prior to the Date of Termination or whothereafter becomes employed by the Company.  (c) The provisions contained in Sections 6(a) and (b) may be altered and/or waivedto be made less restrictive on the Executive with the prior written consent of the Board or theCommittee.  (d) Except as the Executive reasonably and in good faith determines to be requiredin the faithful performance of the Executive’s duties hereunder or in accordance with Section 6(f),the Executive shall, during the Term and after the Date of Termination, maintain in confidence andshall not directly or indirectly, use, disseminate, disclose or publish, for the Executive’sbenefit or the benefit of any other Person, any confidential or proprietary information or tradesecrets of or relating to the Company, including, withoutlimitation,
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       information with respect tothe Company’s operations, processes, protocols, products, inventions, business practices, finances,principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices,contractual relationships, regulatory status, compensation paid to employees or other terms ofemployment (“Proprietary Information”), or deliver to any Person, any document, record,notebook, computer program or similar repository of or containing any such Proprietary Information.The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use forthe Executive’s benefit or the benefit of any other Person, any Proprietary Information after theDate of Termination will continue so long as such Proprietary Information is not, or has not bylegitimate means become, generally known and in the public domain (other than by means of theExecutive’s direct or indirect disclosure of such Proprietary Information) and continues to bemaintained as Proprietary Information by the Company. The parties hereby stipulate and agree thatas between them, the Proprietary Information identified herein is important, material and affectsthe successful conduct of the businesses of the Company (and any successor or assignee of theCompany).  (e) Upon termination of the Executive’s employment with the Company for any reason,the Executive will promptly deliver to the Company (i) all correspondence, drawings, manuals,letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any otherdocuments that are Proprietary Information, including all physical and digital copies thereof, and(ii) all other Company property (including, without limitation, any personal computer or wirelessdevice and related accessories, keys, credit cards and other similar items) which is in hispossession, custody or control.  (f) The Executive may respond to a lawful and valid subpoena or other legal processbut shall give the Company the earliest possible notice thereof, and shall, as much in advance ofthe return date as possible, make available to the Company and its counsel the documents and otherinformation sought, and shall assist such counsel in resisting or otherwise responding to suchprocess.  (g) The Executive agrees not to disparage the Company, any of its products orpractices, or any of its directors, officers, agents, representatives, partners, members, equityholders or Affiliates, either orally or in writing, at any time; provided that theExecutive may confer in confidence with the Executive’s legal representatives and make truthfulstatements as required by law. The Company agrees to instruct its executive officers and directorsnot to disparage the Executive, either orally or in writing, at any time; provided that theexecutive officers and directors may confer in confidence with their legal representatives and maketruthful statements as required by law.  (h) Prior to accepting other employment or any other service relationship during theRestricted Period, the Executive shall provide a copy of this Section 6 to any recruiter whoassists the Executive in obtaining other employment or any other service relationship and toany employer or other Person with which the Executive discusses potential employment or anyother service relationship.  (i) In the event the terms of this Section 6 shall be determined by any court ofcompetent jurisdiction to be unenforceable by reason of its extending for too great a period oftime or over too great a geographical area or by reason of its being too extensive in any other
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       respect, it will be interpreted to extend only over the maximum period of time for which it may beenforceable, over the maximum geographical area as to which it may be enforceable, or to themaximum extent in all other respects as to which it may be enforceable, all as determined by suchcourt in such action. Any breach or violation by the Executive of the provisions of this Section 6shall toll the running of any time periods set forth in this Section 6 for the duration of any suchbreach or violation.  (j) As used in this Section 6, the term “Company” shall include the Company and anydirect or indirect subsidiary entity thereof.     **7. ****Injunctive Relief****.**The Executive recognizes and acknowledges that a breach of the covenants contained inSection 6 will cause irreparable damage to the Company and its goodwill, the exact amount of whichwill be difficult or impossible to ascertain, and that the remedies at law for any such breach willbe inadequate. Accordingly, the Executive agrees that in the event of a breach of any of thecovenants contained in Section 6, in addition to any other remedy which may be available at law orin equity, the Company will be entitled to specific performance and injunctive relief.     **8. ****Assignment and Successors****.**The Company may assign its rights and obligations under this Agreement to any entity,including any successor to all or substantially all the assets of the Company, by merger orotherwise, and may assign or encumber this Agreement and its rights hereunder as security forindebtedness of the Company and its affiliates. The Executive may not assign the Executive’srights or obligations under this Agreement to any individual or entity. This Agreement shall bebinding upon and inure to the benefit of the Company, the Executive and their respectivesuccessors, assigns, personnel and legal representatives, executors, administrators, heirs,distributees, devisees, and legatees, as applicable.     **9. ****Governing Law****.**This Agreement shall be governed, construed, interpreted and enforced in accordance withthe substantive laws of the Commonwealth of Virginia, without giving effect to any principles ofconflicts of law, whether of the Commonwealth of Virginia or any other jurisdiction, and whereapplicable, the laws of the United States, that would result in the application of the laws of anyother jurisdiction.     **10. ****Validity****.**The invalidity or unenforceability of any provision or provisions of this Agreement shallnot affect the validity or enforceability of any other provision of this Agreement, which shallremain in full force and effect.     **11. ****Notices****.**Any notice, request, claim, demand, document and other communication hereunder to any partyhereto shall be effective upon receipt (or refusal of receipt) and shall be in writing anddelivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid,to the following address (or at any other address as any party hereto shall have specified bynotice in writing to the other party hereto): (a) If to the Company:    ADS Tactical, Inc.621 Lynnhaven Parkway, Suite 400
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   Virginia Beach, Virginia 23452Attn: General CounselFacsimile: (757) 440-3004    With a copy to:    Latham & Watkins LLP885 Third AvenueNew York, New York 10022-4802Attn: Bradd L. WilliamsonFacsimile: (212) 751-4864          (b) If to the Executive, at the address set forth on the signature pagehereto.     **12. ****Counterparts****.**This Agreement may be executed in several counterparts, each of which shall be deemed to bean original, but all of which together will constitute one and the same Agreement.     **13. ****Entire Agreement****.**The terms of this Agreement (together with any other agreements and instrumentscontemplated hereby or referred to herein) is intended by the parties hereto to be the finalexpression of their agreement with respect to the employment of the Executive by the Company andmay not be contradicted by evidence of any prior or contemporaneous agreement (including, withoutlimitation, any term sheet or offer letter). The parties hereto further intend that this Agreementshall constitute the complete and exclusive statement of its terms and that no extrinsic evidencewhatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary theterms of this Agreement.     **14. ****Amendments; Waivers****.**This Agreement may not be modified, amended, or terminated except by an instrument inwriting, signed by the Executive and a duly authorized officer of the Company and approved by theBoard, which expressly identifies the amended provision of this Agreement. By an instrument inwriting similarly executed and approved by the Board, the Executive or a duly authorized officer ofthe Company may waive compliance by the other party or parties hereto with any provision of thisAgreement that such other party was or is obligated to comply with or perform; provided,however, that such waiver shall not operate as a waiver of, or estoppel with respect to,any other or subsequent failure to comply or perform. No failure to exercise and no delay inexercising any right, remedy, or power hereunder shall preclude any other or further exercise ofany other right, remedy, or power provided herein or by law or in equity.     **15. ****No Inconsistent Actions****.**The parties hereto shall not voluntarily undertake or fail to undertake any action orcourse of action inconsistent with the provisions or essential intent of this Agreement.Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner withrespect to the interpretation and application of the provisions of this Agreement.     **16. ****Construction****.**This Agreement shall be deemed drafted equally by both of the parties hereto. Its languageshall be construed as a whole and according to its fair meaning. Any
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presumption or principle thatthe language is to be construed against any party hereto shall not apply. The headings in thisAgreement are only for convenience and are not intended to affect construction or interpretation.Any references to paragraphs, subparagraphs, sections or subsections are to those parts of thisAgreement, unless the context clearly indicates to the contrary. Also, unless the context clearlyindicates to the contrary, (a) the plural includes the singular and the singular includes theplural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,”“each,” or “every” means “any and all,” and “each and every”; (d) ”includes” and “including” areeach “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of theword “here” refer to the entire Agreement and not to any particular paragraph, subparagraph,section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer tothe masculine, feminine, neuter, singular or plural as the identity of the entities or personsreferred to may require.     **17. ****Arbitration**. Any dispute or controversy based on, arising under or relating tothis Agreement shall be settled exclusively by final and binding arbitration, conducted before asingle neutral arbitrator in Virginia Beach, Virginia in accordance with the Employment ArbitrationRules and Mediation Procedures of the American Arbitration Association (the “AAA”) then ineffect. Arbitration may be compelled, and judgment may be entered on the arbitration award in anycourt having jurisdiction; provided, however, that the Company shall be entitled toseek a restraining order or injunction in any court of competent jurisdiction to prevent anycontinuation of any violation of the provisions of Section 6, and the Executive hereby consentsthat such restraining order or injunction may be granted without requiring the Company to post abond. Only individuals who are (a) lawyers engaged full-time in the practice of law and (b) on theAAA roster of arbitrators shall be selected as an arbitrator. Within twenty (20) days of theconclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact andconclusions of law. Each party shall bear its own costs and attorneys’ fees in connectionwith an arbitration; provided that the Company shall bear the cost of the arbitrator andthe AAA’s administrative fees.     **18. ****Enforcement****.**If any provision of this Agreement is held to be illegal, invalid or unenforceable underpresent or future laws effective during the term of this Agreement, such provision shall be fullyseverable; this Agreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a portion of this Agreement; and the remainingprovisions of this Agreement shall remain in full force and effect and shall not be affected by theillegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore,in lieu of such illegal, invalid or unenforceable provision there shall be added automatically aspart of this Agreement a provision as similar in terms to such illegal, invalid or unenforceableprovision as may be possible and be legal, valid and enforceable.     **19. ****Withholding****.**The Company shall be entitled to withhold from any amounts payable under this Agreement,any federal, state, local or foreign withholding or other taxes or charges which the Company isrequired to withhold. The Company shall be entitled to rely on an opinion of counsel if anyquestions as to the amount or requirement of withholding shall arise.     **20. ****Absence of Conflicts; Executive Acknowledgement; Confidentiality****.**The Executive hereby represents that from and after the Effective Date the performance ofthe Executive’s duties hereunder will not breach any other agreement to which the Executive is a
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party. The Executive acknowledges that the Executive has read and understands this Agreement, isfully aware of its legal effect, has not acted in reliance upon any representations or promisesmade by the Company other than those contained in writing herein, and has entered into thisAgreement freely based on the Executive’s own judgment.     **21. ****Survival****.**The expiration or termination of the Term shall not impair the rights or obligations of anyparty hereto which shall have accrued prior to such expiration or termination (including, withoutlimitation, pursuant to the provisions of Section 6 hereof).     **22. ****Section 409A****.**          (a) General. The parties hereto acknowledge and agree that, to the extentapplicable, this Agreement shall be interpreted in accordance with, and incorporate the terms andconditions required by, Section 409A. Notwithstanding any provision of this Agreement to thecontrary, in the event that the Company determines that any amounts payable hereunder will beimmediately taxable to the Executive under Section 409A, the Company reserves the right (withoutany obligation to do so or to indemnify the Executive for failure to do so) to (i) adopt suchamendments to this Agreement and appropriate policies and procedures, includingamendments and policies with retroactive effect, that the Company determines to be necessaryor appropriate to preserve the intended tax treatment of the benefits provided by this Agreement,to preserve the economic benefits of this Agreement and to avoid less favorable accounting or taxconsequences for the Company and/or (ii) take such other actions as the Company determines to benecessary or appropriate to exempt the amounts payable hereunder from Section 409A or to complywith the requirements of Section 409A and thereby avoid the application of penalty taxesthereunder. No provision of this Agreement shall be interpreted or construed to transfer anyliability for failure to comply with the requirements of Section 409A from the Executive or anyother individual, on the one hand, to the Company or any of its affiliates, employees or agents, onthe other hand, or vice versa.          (b) Separation from Service under Section 409A. Notwithstanding anyprovision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section5(b) unless the termination of the Executive’s employment constitutes a “separation from service”within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) forpurposes of Section 409A, the Executive’s right to receive installment payments pursuant to Section5(b) shall be treated as a right to receive a series of separate and distinct payments; and (iii)to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferredcompensation” under Section 409A, such reimbursement or benefit shall be provided no later thanDecember 31 of the year following the year in which the expense was incurred. The amount ofexpenses reimbursed in one year shall not affect the amount eligible for reimbursement in anysubsequent year. The amount of any in-kind benefits provided in one year shall not affect theamount of in-kind benefits provided in any other year. Notwithstanding any provision to thecontrary in this Agreement, if the Executive is deemed at the time of his separation from serviceto be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extentdelayed commencement of any portion of the termination benefits to which the Executive is entitledunder this Agreement is required in order to avoid a prohibited distribution under Section409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not beprovided to the Executive prior to the earlier of (x) the
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expiration of the six-month periodmeasured from the date of the Executive’s “separation from service” with the Company (as such termis defined in the Treasury Regulations issued under Section 409A of the Code) or (y) the date ofthe Executive’s death; upon the earlier of such dates, all payments deferred pursuant to thissentence shall be paid in a lump sum to the Executive, and any remaining payments due under theAgreement shall be paid as otherwise provided herein.          (c) Release. Notwithstanding anything to the contrary in this Agreement, tothe extent that any payments of “nonqualified deferred compensation” (within the meaning of Section409A) due under this Agreement as a result of the Executive’s termination of employment are subjectto the Executive’s execution and delivery of a Release, (i) the Company shall deliver the Releaseto the Executive within seven (7) days following the Date of Termination, and the Company’s failureto deliver a Release prior to the expiration of such seven (7) day period shall constitute a waiverof any requirement to execute a Release, (ii) if the Executive fails to execute the Release on orprior to the Release Expiration Date (as defined below) or timely revokes his acceptance of theRelease thereafter, the Executive shall not be entitled to any payments or benefits otherwiseconditioned on the Release, and (iii) in any casewhere the Date of Termination and the Release Expiration Date fall in two separate taxableyears, any payments required to be made to the Executive that are conditioned on the Release andare treated as nonqualified deferred compensation for purposes of Section 409A shall be made in thelater taxable year. For purposes of this Section 22(c), “Release Expiration Date” shallmean the date that is twenty-one (21) days following the date upon which the Company timelydelivers the Release to the Executive, or, in the event that the Executive’s termination ofemployment is “in connection with an exit incentive or other employment termination program” (assuch phrase is defined in the Age Discrimination in Employment Act of 1967), the date that isforty-five (45) days following such delivery date. To the extent that any payments of nonqualifieddeferred compensation (within the meaning of Section 409A) due under this Agreement as a result ofthe Executive’s termination of employment are delayed pursuant to this Section 22(c), such amountsshall be paid in a lump sum on the first payroll date following the date that the Executiveexecutes and does not revoke the Release (and the applicable revocation period has expired) or, inthe case of any payments subject to Section 22(c)(iii), on the first payroll period to occur in thesubsequent taxable year, if later.     **23. ****Compensation Recovery Policy****.**The Executive acknowledges and agrees that, to theextent the Company adopts any clawback or similar policy in accordance with the Dodd-Frank WallStreet Reform and Consumer Protection Act, and any rules and regulations promulgated thereunder,the Executive shall take all action necessary or appropriate to comply with such policy (including,without limitation, entering into any further agreements, amendments or policies necessary orappropriate to implement and/or enforce such policy).*[Signature page follows]*
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year firstabove written.         **COMPANY**           By: /s/  William Roper       Name:  William Roper      Title:           **EXECUTIVE**           By: /s/Luke Hillier       Luke Hillier         

 
**EXHIBIT A****FORM OF WAIVER AND RELEASE OF CLAIMS AGREEMENT**     This Waiver and Release of Claims Agreement (the “Release”) is made and entered intoby and between Luke Hillier (the “Executive”) and ADS Tactical, Inc., a Delawarecorporation (the “Company”).     1. The Executive acknowledges that the Executive’s employment with the Company [willterminate] [terminated] effective [Month] [Date], [Year]. The Executive further acknowledges thatthe Company delivered this Release to the Executive on [Month] [Date], [Year].     2. The Executive acknowledges that, but for the Executive’s execution of this Release, theExecutive would not be entitled to receive the post-termination payments and benefits described inthat certain employment agreement entered into between the Executive and the Company, dated July 1,2011 (the “Employment Agreement”).     3. In consideration of the post-termination payments and benefits described in the EmploymentAgreement, the Executive and anyone claiming through the Executive (including without limitationthe Executive’s heirs, and agents, representatives and assigns), hereby irrevocably waives andforever releases and discharges the Company, and any of its past, present, or future parent,affiliated, related, and/or subsidiary entities, and all of the past and present directors,shareholders, officers, general or limited partners, members, employees, agents, attorneys,advisors, representatives, successors and assigns of such entities (collectively, the“Releasees”), from, and covenants not to sue any of the Releasees with respect to, any andall claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief,damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits,expenses, compensation, responsibility and liability of every kind and character whatsoever(including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted orunasserted, suspected or unsuspected (collectively, “Claims”), which the Executive has ormay have had against such Releasees or any of them arising out of, resulting from, relating to,based upon or otherwise in connection with, in whole or in part, any events or circumstancesarising or occurring on or prior to the date this Release is executed, including, withoutlimitation, any and all Claims directly or indirectly arising out of, relating to or in any otherway involving in any manner whatsoever (a) the Executive’s employment with the Company or itssubsidiaries or the termination thereof, (b) the Executive’s status at any time as a holder of anysecurities of the Company and (c) any and all Claims arising under federal, state, or local lawsrelating to employment, or securities, including without limitation all claims of wrongfultermination; “constructive discharge” claims; all discrimination claims; all claims relating to anycontracts of employment, whether express or implied; any covenant of good faith and fair dealing,whether express or implied; any tort of any nature; claims of any kind that may be brought in anycourt or administrative agency; any claims arising under the Civil Rights Act of 1866, the CivilRights Act of 1871, the Civil Rights Act of 1964, as amended, the Age Discrimination in EmploymentAct of 1966, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Actof 1990, the Employment Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, theFamily and Medical Leave Act, the Genetic Information Non-Discrimination Act, the Worker Adjustmentand Retraining Notification Act, the Securities Act of 1933, the Securities Exchange Act of 1934,the Sarbanes-Oxley Act, the Virginia Human Rights Act and similar state

 
or local statutes, ordinances, and regulations; and any other federal, state or local law,rule or regulation, or common law claim. This release is for any relief, no matter howdenominated, including but not limited to wages, back pay, front pay, benefits, compensatorydamages, liquidated damages, punitive damages or attorneys’ fees. The Executive also agrees not tocommence or cooperate in the prosecution or investigation of any lawsuit, administrative action orother claim or complaint against the Releasees, except as required by law; and, in the event thatthe Executive participates in any administrative charge or proceeding, by this Release, theExecutive acknowledges and agrees that the Executive shall not be entitled to receive any monetaryaward in any such proceeding.     4. The Executive understands and agrees that this Release will be binding on the Executive andthe Executive’s heirs, administrators and assigns. The Executive acknowledges that the Executivehas not assigned any claims or filed or initiated any legal proceedings against any of theReleasees.     5. Except as provided in the last sentence of this Section 5, the Company (including theReleasees) hereby irrevocably waives and forever releases and discharges the Executive from any andall liabilities of any nature whatsoever, known and unknown, fixed or contingent, arising out of,based on, or related to the Executive’s employment by the Company or any other Releasee, thetermination of such employment, and any dealings, transactions or events involving the Executiveoccurring prior to the date this Release is executed, including but not limited to claims under anyfederal, state or local law, rule or regulation, or any common law claim. This includes, but isnot limited to, all claims relating to any contracts of employment, whether express or implied, anycovenant of good faith and fair dealing, whether express or implied, and any tort of any nature.This release is for any relief, no matter how denominated, including but not limited tocompensatory damages, liquidated damages, punitive damages or attorneys’ fees. The Company alsoagrees not to commence or cooperate in the prosecution or investigation of any lawsuit,administrative action or other claim or complaint against the Executive except as required by law.Notwithstanding the foregoing, this release shall not extend to any claims of the Executive’sfraud, embezzlement, intentional misconduct, recklessness or gross negligence against the Company,or to any claims of unlawful or criminal act of the Executive that results in a judgment orsettlement of such claims brought by a third party against the Company.     6. **THE EXECUTIVE UNDERSTANDS THAT THE EXECUTIVE HAS TWENTY-ONE (21) DAYS TO CONSIDERWHETHER OR NOT TO SIGN THIS RELEASE. THE COMPANY HEREBY ADVISES THE EXECUTIVE OF THE EXECUTIVE’SRIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THE RELEASE AND THE EXECUTIVE ACKNOWLEDGES THATTHE EXECUTIVE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY AND HAS EITHER HELD SUCHCONSULTATION OR HAS DETERMINED NOT TO CONSULT WITH AN ATTORNEY**.     7. **THE EXECUTIVE UNDERSTANDS THAT THE EXECUTIVE MAY REVOKE THE EXECUTIVE’S ACCEPTANCE OFTHIS RELEASE BY DELIVERING NOTICE OF REVOCATION TO [__________], THE [____________] OF THE**
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**COMPANY, WITHIN THE SEVEN (7) DAY PERIOD BEGINNING ON THE DAY FOLLOWING THE DAY THE EXECUTIVESIGNS THE RELEASE (THE “REVOCATION PERIOD”). IF THE EXECUTIVE DOES NOT REVOKE THE EXECUTIVE’SACCEPTANCE OF THIS RELEASE WITHIN THE REVOCATION PERIOD, IT WILL BE LEGALLY BINDING AND ENFORCEABLEON THE DAY IMMEDIATELY FOLLOWING THE LAST DAY OF THE REVOCATION PERIOD**.     8. The Executive acknowledges and agrees that if any provision of this Release is found, heldor deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under anyapplicable statute or controlling law, the remainder of this Release shall continue in full forceand effect.     9. This Release is deemed made and entered into in the Commonwealth of Virginia, and in allrespects shall be interpreted, enforced and governed under the internal laws of the Commonwealth ofVirginia, to the extent not preempted by federal law.*** * * * ***     The Executive acknowledges and agrees that the Executive has carefully read and fullyunderstands all of the provisions of this Release and that the Executive voluntarily enters intothis Release by signing below. Upon execution, the Executive agrees to deliver a signed copy ofthis Release to [_________], the [______________] of the Company.         EXECUTIVE                Luke Hillier           Date:           Agreed, Acknowledged and Accepted:ADS TACTICAL, INC.______________________________