Exhibit 10.1


 





 


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (this “Agreement”),
dated April 30, 2017, between Liberty Tax, Inc. a Delaware corporation (“Company”), JTH Tax Inc., a Delaware
corporation (“Subco” and together with Company, the “Employers”), and any of their respective successors,
and Edward L. Brunot (the “Executive”).


 


W I T N E S E T H:


 


WHEREAS, the Employers desire to employ
the Executive, and the Executive desires to serve the Employers, in accordance with the terms and conditions of this Agreement.


 


NOW THEREFORE, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree
as follows:


 


1.                 
Term of Employment. Unless the Executive’s employment shall sooner terminate pursuant to Section 4 of this
Agreement, the Employers shall employ the Executive for the period commencing on June 1, 2017 (the “Effective Date”)
and ending on the twelve (12) month anniversary of the Effective Date (the “Initial Term”); provided,
however, that commencing on the expiration of the Initial Term, the Executive’s employment shall be deemed to be automatically
extended, upon the same terms and conditions, for successive periods of one (1) year each (each, an “Extended Term”),
unless the Executive or either of the Employers, as the case may be, at least ninety (90) days prior to the expiration of the Initial
Term or any Extended Term, provides written notice to the other of its intention not to renew such employment. The period during
which the Executive is employed pursuant to this Agreement, including any Extended Term in accordance with the preceding sentence,
shall be referred to as the “Employment Period.”


 


2.                 
Duties and Responsibilities.


 


(a)               
The Executive shall serve as the Chief Operating Officer of Company and Subco. The Executive will have such duties and authorities
as are commensurate with such position and such additional duties and responsibilities as are determined from time to time by the
President of Company or the Board of Directors of Company (the “Board”). The Executive has the authority to
make organizational and policy changes to drive culture, performance and efficiencies. As Chief Operating Officer, the Executive
will report directly to the President of the Company. All employees of the Employers other than the President, the General Counsel,
the Chief Financial Officer and all employees who report directly or indirectly to the General Counsel or the Chief Financial Officer
will report to the Executive. Executive has final decision making authority over all hiring and separation decisions excluding
the Legal Department, Finance Department, their direct reports, and other departments that report directly to the President; provided,
however that hiring and separation decisions will conform with Employers’ policies, not exceed the Employers’ annual
budget and may be subject to Board approval.


 



    

     

    




(b)              
The Executive may be promoted to the position of Chief Executive Officer. In the event that the Executive is promoted to
the position of Chief Executive Officer, the Executive will report to the Board. The Executive will have such duties and authorities
as are commensurate with such position and such additional duties and responsibilities as are determined from time to time by the
Board.


 


(c)               
During the Employment Period, the Executive shall devote his full business time and best efforts to the performance of his
duties hereunder and shall not engage in any other business, profession or occupation, for compensation or otherwise, which would
conflict or interfere with the rendition of such duties either directly or indirectly, without the prior written consent of the
Board, it being understood, however, that the Executive may (i) serve as an officer or director of or otherwise participate in
educational, welfare, social, religious and civic organizations; (ii) deliver lectures or fulfill speaking engagements; (iii) manage
personal investments; and (iv) with the prior consent of the Employers, serve on for-profit boards, in each case so long as such
activities are consistent with the Employers’ code of ethics as in effect from time to time and do not materially interfere
with the Executive’s employment or responsibilities hereunder.


 


(d)              
Executive agrees to comply with Employers’ policies, including but not limited to the Code of Conduct and the Insider
Trading Policy.


 


3.                 
Compensation and Benefits.


 


(a)               
Base Salary. During the Employment Period, the Executive shall be paid a base salary by the Employers at an annual
rate of Five Hundred Thousand Dollars ($500,000.00), payable in regular installments in accordance with the Employers’ usual
payment practices. In the event that the Executive is promoted to the position of Chief Executive Officer, the Executive’s
base salary shall be increased to an annual rate of Six Hundred Thousand Dollars ($600,000.00). The Board shall review Executive’s
base salary annually during the Employment Period (beginning after the fiscal year ending April 30, 2018) and may increase (but
not decrease) that base salary from time-to-time, based on its periodic review of Executive’s performance in accordance with
the Company’s regular policies and procedures. The Executive’s annual base salary as in effect from time to time is
hereinafter referred to as the “Base Salary.”


 


(b)              
Signing Bonus. The Employers shall pay the Executive a one-time signing bonus “Signing Bonus,” to the
extent such Signing Bonus is approved by the Compensation Committee of the Board, valued at One Million, Two Hundred Fifty Thousand
Dollars ($1,250,000.00) and payable as follows:


 


		(i)	Three Hundred Twenty-Five Thousand Dollars ($325,000) payable in cash,



 



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		(ii)	Via stock options having a value (as determined by the Board in its sole discretion) as of their date of grant equal to Six
Hundred Thousand Dollars ($600,000), which will vest in three equal installments over a three-year period (assuming the Executive’s
continued service to the Employers through each vesting date, except as otherwise provided herein), and which will be subject to
such additional vesting and other terms to be further defined in applicable stock option agreements, to be granted by the Board,
and



 


		(iii)	Via restricted stock units having a value (as determined by the Board in its sole discretion) as of their date of grant having
a value equal to Three Hundred Twenty Five Thousand Dollars ($325,000), which will vest in three equal installments over a three-year
period (assuming the Executive’s continued service to the Employers through each vesting date, except as otherwise provided
herein), and which will be subject to vesting and other terms to be further defined in applicable agreements to be granted by the
Board.



 


The Executive’s retention of the Signing
Bonus is subject to Section 4(e) of this Agreement.


 


(c)               
Annual Bonus. The Company has established an annual incentive bonus program (“Annual Bonus”).  For
the duration of this Agreement, the Executive is eligible for an Annual Bonus, payable if, as and when Annual Bonuses payable to
other executive officers of Company are paid.  The amount, if any, available to be paid to Executive and the time and form
of payment of bonuses, will be determined and approved by the Compensation Committee of the Board.  During such time as the
Executive serves as Chief Operating Officer, the target amount of the Annual Bonus shall be equal to seventy-five percent (75%)
of the Base Salary paid to Executive as of the last day of the previous fiscal year. During such time as the Executive serves as
Chief Executive Officer, the target amount of the Annual Bonus shall be equal to one hundred percent (100%) of the Base Salary
paid to Executive as of the last day of the previous fiscal year. Executive’s eligibility for the Annual Bonus shall be determined
on a basis consistent with other named executive officers of the Company (as defined under the Securities Exchange Act of 1934,
as amended).


 


(d)              
Equity and Cash Incentive Plan. To the extent approved by the Board, the Executive may be granted annual equity or
cash incentive awards pursuant to the Employers’ Equity and Cash Incentive Plan, which may be amended or terminated by the
Employers at Employers’ discretion. Executive’s eligibility for equity or cash incentive awards shall be determined
on a basis consistent with other named executive officers of the Company (as defined under the Securities Exchange Act of 1934).


 


(e)               
Benefits. During the Employment Period, Executive will be eligible to participate in the employee and executive benefit
plans and programs maintained by the Employers from time-to-time in which executive officers of the Employers are eligible to participate,
including, to the extent maintained by the Employers, life, medical, dental, accidental and disability insurance plans, retirement
plans, incentive stock award and stock compensation plans, and deferred compensation and savings plans, in accordance with the
terms and conditions thereof as in effect from time to time. Executive shall be eligible to participate in the Employers’
existing 401(k) plan, in accordance with its terms, and the Employers shall match Executive’s contributions in accordance
with the terms of that plan, provided that the matching does not violate any provisions of the 401(k) plan. All benefit programs
are subject to change from time to time in the Employers’ discretion. The other provisions of this paragraph notwithstanding,
Executive shall also be entitled to undergo an annual executive physical at Employers’ expense, not to exceed $5,000.00,
at a health care provider of Executive’s choosing.


 



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(f)               
Vacation. During the Employment Period, Executive shall be entitled to vacation on the same basis as other executive
officers of the Employers. Executive shall also be entitled to Employer-designated holidays, but in no event shall Executive have
less than four weeks of vacation per year.


 


(g)              
Business Expenses. During the Employment Period, the Employers shall pay or reimburse the Executive for all reasonable
expenses incurred or paid by the Executive in the performance of his duties pursuant to this Agreement, upon presentation of expense
statements or vouchers and such other information as the Employers may require and in accordance with the generally applicable
policies and procedures of the Employers.


 


(h)              
 Sarbanes-Oxley/Dodd-Frank Act Compliance: Repayment of Bonus and Profits: Executive understands that, in accordance
with The Sarbanes-Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 (together,
“Applicable Law”), if the Company is required to prepare an accounting restatement due to the material noncompliance
of the Company with any financial reporting requirement under securities laws, Executive shall reimburse the Company, to the extent
reimbursement is required by Applicable Law, for: (i) the amount of any bonus or other incentive-based or equity-based compensation
received by Executive from the Company during the three-year period following the first public issuance or filing with the SEC
(whichever first occurs) of the financial document embodying such financial reporting requirement, but only to the extent that
the amount of incentive compensation received exceeds the amount of incentive-based compensation that
otherwise would have been paid had it been determined based on the accounting restatement; and (ii) any profits realized
from the sale of securities of the Company during that three-year period, but only to the extent that the
amount of profits received exceeds the amount of profits that otherwise would have been paid had it been determined based on the
accounting restatement.


 


4.                 
Termination of Employment.


 


(a)               
Early Termination of the Employment Period. If, during the Initial Term or any Extended Term, as applicable, the
Executive’s employment terminates for any reason, including but not limited to, the Executive’s death or Disability
(as hereinafter defined), termination by the Employers with or without Cause (as hereinafter defined) or voluntary termination
by the Executive with or without Good Reason (as hereinafter defined), the Employment Period shall thereupon end and, except as
otherwise provided herein, this Agreement shall terminate upon the effective date of such termination as set forth in a Notice
of Termination (as hereinafter defined).


 



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(b)              
Termination by the Employers with or without Cause. The Executive’s employment hereunder may be terminated
by the Employers with or without Cause, effective immediately upon delivery of a Notice of Termination to the Executive. “Cause”
shall mean the Executive’s (i) willful, intentional or grossly negligent failure to substantially perform his duties under
this Agreement; (ii) the Executive’s willful, intentional or grossly negligent violation of the Employers’ Code of
Conduct or Insider Trading Policy (iii) the Executive’s conviction of, or plea of nolo contendere to a crime constituting
(x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor under the laws of the United States
or any state thereof (not including any traffic offense) involving moral turpitude, deceit, dishonesty or fraud that relates to
the Employers’ property; (iv) the willful, intentional or grossly negligent conduct of the Executive which is demonstrably
and materially injurious to the Employers, monetarily or otherwise; (v) the Executive’s material breach of Section 6 or Section
7 of this Agreement; or (vi) the Executive’s breach of Section 2(c) of this Agreement. For purposes of this definition of
Cause, no act, or failure to act, on the Executive’s part shall be deemed willful, intentional or grossly negligent if the
Executive acted in good faith and in a manner that the Executive reasonably believed to be in, or not opposed to, the best interests
of the Employers.


 


(c)               
Termination due to Death or Disability. The Executive’s employment hereunder shall terminate upon the Executive’s
death or in the event of a termination by the Employers due to the Executive’s Disability. “Disability”
shall mean (i) a finding by the President or the Board that the Executive has been unable to perform his job functions by reason
of a physical or mental impairment for a period of 90 consecutive days or any 90 days within a period of 180 consecutive days.
The President’s or the Board’s good faith determination of Disability shall be final, binding and conclusive.


 


(d)              
Delivery of Non-Renewal Notice. In the event the Employers or the Executive delivers a notice of non-renewal as described
in Section 1 hereof, the Executive’s employment hereunder shall terminate upon the expiration of the Initial Term or any
Extended Term, as applicable.


 


(e)               
Voluntary Termination by the Executive. The Executive may voluntarily terminate his employment with the Employers
with or without Good Reason by delivering a Notice of Termination to the Employers no less than thirty (30) days prior to the effective
date of such termination. “Good Reason” shall mean (a) failure of the Employers to promote the Executive to
the position of Chief Executive Officer by February 28, 2019; (b) the assignment to Executive of any duties inconsistent in any
material adverse respect with Executive’s position, duties, responsibilities or status with the Employers as a result of
a Change of Control, provided that Executive terminates his employment within sixty days of such Change of Control; (c) a significant
reduction in the Executive’s base salary as a result of a Change of Control, provided that Executive terminates his employment
within sixty days of the Change of Control; (d) any material breach of this Agreement by the Employers; provided, however, that
such breach shall constitute Good Reason only if the Executive provides written notice to the Employers (in accordance with Section
8(g) hereof) of the event which constitutes the breach within ninety (90) days following date that he has notice of the initial
existence of the breach and the Employers thereafter fail to cure such breach within thirty (30) business days following its receipt
of such notice. In the event that the Executive voluntarily terminates his employment with the Employers without Good Reason prior
to February 28, 2019, the Executive will remit to the Employers within five (5) business days after the Executive’s date
of termination of employment a cash amount equal to a Pro-rated value of the Signing Bonus (“Repayment of Signing Bonus”).
The Employers may deduct the Repayment of Signing Bonus from any undisputed amounts owing by the Employers to the Executive. The
Pro-Rated value of the Signing Bonus shall be calculated by dividing the Signing Bonus by twenty and multiplying the quotient by
(20 minus the number of months worked by the Executive). For the purposes of Repayment of the Signing Bonus, the value of the restricted
stock unit portion of the Signing Bonus will be set at the lower of the closing stock price on either (1) the date of the equity
grant or (2) the day before the Repayment of Signing Bonus is due. For the purposes of Repayment of the Signing Bonus, the value
of the stock option portion of the Signing Bonus will be set at the stock price on the date of the equity grant.


 



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(f)               
Notice of Termination. Any termination of the Executive’s employment by the Employers or by the Executive (other
than by reason of death) shall be communicated by a written Notice of Termination addressed to the other parties to this Agreement.
A “Notice of Termination” shall mean a written notice stating that the Executive’s employment with the
Employers has been or will be terminated and the specific provisions of this Section 4 under which such termination is being effected.


 


(g)              
Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence
of any of the following events: (i) a sale, transfer, disposition or other transaction in which the beneficial owners (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the total voting power of the Class A common stock
of Company immediately prior to such transaction shall cease to be the beneficial owners, directly or indirectly, of at least 50%
of the total voting power of Class A common stock of Company immediately after such transaction; (ii) the stockholders of Company approve
a plan of complete liquidation or dissolution of Company; or (iii) there is consummated in one or more transactions an agreement
for the sale or disposition by Company of all or substantially all of Company’s consolidated assets, other than any such
sale or disposition of assets immediately following which the individuals who comprise the Board immediately prior thereto (or
individuals who are elected to the Board with the affirmative vote of a majority of the individuals who comprise the Board immediately
prior thereto) constitute at least a majority of the board of directors of (a) any parent of the entity to which such assets
are sold or disposed, or (b) if there is no such parent, such entity.


 



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5.                 
Payments upon Certain Terminations.


 


(a)               
In General. Within thirty (30) days following the termination of the Executive’s employment for any reason,
the Employers shall pay the Executive: (i) the Base Salary earned but not yet paid for services rendered to the Employers on or
prior to the date on which the Employment Period ends; (ii) any Annual Bonus awarded by the Board prior to the date of the Employer’s
receipt of the Notice of Termination for services rendered in any fiscal year which had been completed prior to the date on which
the Employment Period ends and which had not previously been paid (provided that the Board did not impose a requirement that the
Executive be employed on the payment date); (iii) any business expenses incurred on or prior to the date on which the Employment
Period ends that are eligible for reimbursement in accordance with the Employers’ expense reimbursement policies as then
in effect; and (iv) any vested benefits to which the Executive is entitled under the Employers’ employee benefit plans and
any welfare benefits to which he is entitled in accordance with the terms of the Company’s welfare plans. The amounts described
in this Section 5(a) are collectively referred to herein as the “Accrued Rights.”


 


(b)              
Termination by Reason of the Executive’s Death or Disability or as a Result of Delivery of Notice of Non-Renewal.
In the event the Employment Period ends by reason of the Executive’s death or a termination of the Executive’s employment
by the Employers for Disability or the Employers or the Executive delivers a notice of non-renewal as described in Section 1 hereof,
the Employers’ sole obligation to the Executive shall be to pay the Executive an amount equal to the Accrued Rights, as set
forth in Section 5(a) hereof.


 


(c)               
Termination by the Employers without Cause or by the Executive for Good Reason. Subject to Section 5(d) hereof and
provided that the Executive is in compliance with his obligations under Section 6 and Section 7 hereof, in the event the Employment
Period ends by reason of a termination of the Executive’s employment by the Employers without Cause or by the Executive for
Good Reason, the Executive shall be entitled to:


 


(i)       The
Accrued Rights.


 


(ii)       If
the termination occurs prior to May 31, 2020, an amount equal to the Executive’s Base Salary as of the day prior to the Date
of Termination multiplied by two. If the termination occurs after May 31, 2020, an
amount equal to the Executive’s Base Salary as of the day prior to the Date of Termination. Subject to Section 8(o), the
payments under this Section 5(c)(ii) shall be made to the Executive in equal installments in accordance with the Employers’
normal payroll practices commencing on the first regularly scheduled payroll date following the effective date of the release referred
to in Section 5(d) hereof and continuing for a 24-month period following the date of termination.


 


(iii) to the extent any incentive stock awards,
such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive
stock compensation granted Executive shall have not vested, such incentive stock awards that have been granted but have not yet
vested shall immediately become fully (100%) vested and exercisable.


 



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(iv) Continued medical insurance at Employers’
expense during the eighteen-month period following the date of termination. The coverage provided pursuant to this Section 5(c)(iv)
shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“COBRA Coverage”).


 


(v) Convert any existing life insurance policy
then in effect to an individual policy, to the extent permitted by the plan terms and conditions.


 


(d)        Execution
of Release. As a condition of the Executive’s right to receive any of the payments or benefits described in Section 5,
the Executive shall, within sixty (60) days after the Executive’s date of termination of employment, deliver to the Employers
a full, complete and irrevocable release of all claims or causes of action the Executive may have in respect of the Executive’s
employment by the Employers, substantially in the form attached hereto as Exhibit A (such condition, the “Release Condition”).


 


(e)               
Effect of Failure. In the event the Executive fails to satisfy the Release Condition, the Executive shall not be
entitled to any of the payments or benefits described in Section 5. Other than the Accrued Rights, In the event that, prior to
the end of a 52-week period following the Executive’s termination of employment, the Executive materially breaches any of
his obligations under Section 6 or Section 7 hereof, the Employers’ obligations to provide the payments and benefits under
Section 5(c) hereof, as applicable, shall thereupon cease and the Employers shall be entitled to recover from the Executive the
after-tax proceeds of the amounts theretofore paid to the Executive pursuant to such Section 5(c).


 


(f)               
Certain Property and Information. Upon termination of the Employment, Executive will deliver to the Company any and
all property owned or leased by the Company or any Affiliate and any and all materials and information (in whatever form) relating
to the business of the Company or any Affiliate, including without limitation all customer lists and information, financial information,
business notes, business plans, documents, keys, credit cards, phones, computers and other Company-provided equipment. All Company
property will be returned promptly and in the condition it was received except for normal wear.


 


6.                 
Proprietary Information. 


 



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(a)               
Confidentiality. The Executive acknowledges and agrees that his work for the Employers will bring him into close
contact with many confidential affairs of the Employers not readily available to the public, including plans for further developments
or activities by the Employers or their subsidiaries or affiliates. The Executive agrees that during the Employment Period and
at all times thereafter, he shall keep and retain in the strictest confidence all confidential matters (“Confidential
Information”) of the Employers and their subsidiaries and affiliates, including but not limited to, “know how,”
sales and marketing information or plans; business or strategic plans; salary, bonus or other personnel information; information
about or concerning existing, new or potential customers, franchisees, clients or shareholders; trade secrets; pricing policies;
operational methods; technical processes; inventions and research projects; and other business affairs of the Employers and their
subsidiaries or affiliates, in each case that the Executive may develop or learn in the course of his employment, and shall not
remove such Confidential Information from the Employers’ premises (other than for the purpose of working from home), use
such Confidential Information for personal gain or disclose such Confidential Information to anyone outside of the Employers, either
during or after the Employment Period, except (i) in good faith, in the course of performing his duties under this Agreement; (ii)
with the prior written consent of the Board; (iii) it being understood that Confidential Information shall not be deemed to
include any information that is or becomes generally available to the public other than as a result of disclosure by the Executive;
or (iv) to the extent disclosure is compelled by a court of competent jurisdiction, arbitrator, agency, or other tribunal
or investigative body in accordance with any applicable statute, rule or regulation (but only to the extent any such disclosure
is compelled, and no further). Further, nothing herein shall prevent the Executive from cooperating with any investigation or inquiry
conducted by the Equal Employment Opportunity Commission regarding any employment practice or policy of the Employers. In addition,
pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Executive acknowledges
that he shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret
that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney
and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal.  Nothing in this Agreement is intended
to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such
Section. Upon the termination of the Executive’s employment with the Employers, or at any time the Employers may so request,
the Executive shall return to the Employers all tangible embodiments (in whatever medium) relating to Confidential Information
and Work Product (as hereinafter defined) that he may then possess or have under his control.


 


(b)              
Ownership of Property. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations,
improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable
work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto,
all other proprietary information and all similar or related information (whether or not patentable) that relate to the Employers’
or any of their subsidiaries’ or affiliates’ actual or anticipated business, research and development, or existing
or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by the Executive
(either solely or jointly with others) while employed by the Employers or any of their subsidiaries or affiliates, including any
of the foregoing that constitutes any proprietary information or records (“Work Product”) belonging to the Employers
or such subsidiary or affiliate, and the Executive hereby assigns, and agrees to assign, all of the above Work Product to the Employers
or to such subsidiary or affiliate, as applicable. Any copyrightable work prepared in whole or in part by the Executive in the
course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws,
and the Employers or their respective subsidiary or affiliate shall own all rights therein. To the extent that any such copyrightable
work is not a “work made for hire,” the Executive hereby assigns and agrees to assign to the Employers or such respective
subsidiary or affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work.
The Executive shall perform all actions reasonably requested by the Board, at the Employers’ sole expense, to establish and
confirm the Employers’ or such subsidiary’s or affiliate’s ownership (including, without limitation, assignments,
consents, powers of attorney, and other instruments) in Work Product and copyrightable work identified by the Board.


 



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(c)               
Third Party Information. The Executive understands that the Employers and their subsidiaries and affiliates will
receive from third parties confidential or proprietary information (“Third Party Information”) subject to a
duty on the Employers’ and their subsidiaries’ and affiliates’ part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the Executive’s employment with the Employers and thereafter, and
without in any way limiting the provisions of Section 6(a) of this Agreement, the Executive shall hold Third Party Information
in the strictest confidence and shall not disclose to anyone (other than personnel and consultants of the Employers or their subsidiaries
and affiliates who need to know such information in connection with their work for the Employers or such subsidiaries and affiliates)
or use, except in connection with his work for the Employers or their subsidiaries and affiliates, Third Party Information unless
expressly authorized by the Board in writing.


 


7.                 
Restrictive Covenants. The Executive acknowledges that (i) in the course of his employment with the Employers
and their subsidiaries and affiliates, he will become familiar with the Employers’ and their subsidiaries’ and affiliates’
trade secrets and with other Confidential Information concerning the Employers and such subsidiaries and affiliates; (ii) his
services will be of special, unique and extraordinary value to the Employers and such subsidiaries and affiliates; (iii) the
agreements and covenants of the Executive contained in Section 6 and Section 7 hereof are essential to the business and goodwill
of the Employers; and (iv) the Employers would not have entered into this Agreement but for the covenants and agreements set
forth in Section 6 and Section 7 hereof. Therefore, the Executive agrees that, without limiting any other obligation pursuant to
this Agreement:


 


(a)               
Non-Competition. Except with prior written permission of the Board, the Executive shall not, during the Employment
Period and for a period of twelve (12) months thereafter,
directly or indirectly (individually or on behalf of other Persons): (i) enter (or prepare to enter) the employ of, or render
services to, any Person engaged in (a) the provision of franchising or tax preparation services or (b) any other line of business
actively being conducted by the Employers or any of their subsidiaries accounting for more than ten percent of the Employers’
gross revenues on the date of the Executive’s termination (a “Competitive Business”); (ii) engage
(or prepare to engage) in a Competitive Business on the Executive’s own account; or (iii) become interested in any such
Competitive Business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee,
trustee, consultant, or in any other relationship or capacity; provided, however, that nothing contained in this
Section 7(a) shall be deemed to prohibit the Executive from acquiring, solely as a passive investment, less than 5% of the total
outstanding securities of any publicly-traded corporation.


 



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(b)              
Non-Solicitation. Except with prior written permission of the Board, the Executive shall not, directly or indirectly
(individually or on behalf of other persons), during the Employment Period and for a period of twelve (12)
months thereafter, for any reason hire, offer to hire or entice away any officer, employee, franchisee or agent of the
Employers or any of their subsidiaries or affiliates (or any former
officer, employee or agent of the Employers or any of their subsidiaries or affiliates who was employed by the Employers or any
of their subsidiaries or affiliates at any time during the twelve (12) month period prior to the Executive’s termination
of employment) or interfere with or attempt to interfere with business relationships between the Employers and any current
or prospective franchisee, customer, client or supplier of the Employers or any of their subsidiaries or affiliates; provided that
the foregoing shall not be violated by general advertisements not targeted at employees or consultants of either Employer.


 


(c)               
Non-Disparagement. At any time during or after the Employment Period, the Executive shall not make (whether directly
or through any other Person) any public or private statements (whether oral or in writing) which are derogatory or damaging to
the Employers or their direct or indirect parents, subsidiaries and affiliates, together with each of their current and former
principals, officers, directors, direct or indirect equity holders, general and limited partners, agents, representatives and employees,
or any of their businesses, activities, operations, affairs, reputations or prospects, and the Employers will not authorize any
of their officers, directors or employees to make disparaging or derogatory statements about the Executive (and will use its reasonable
best efforts to prevent such individuals from making such statements) except, in each case, to the extent required by law, and
only after consultation with the other party to the maximum extent possible to maintain the goodwill of such party.


 


(d)              
Injunctive Relief with Respect to Covenants. Executive acknowledges and agrees that in the event of any material
breach by Executive of any of section of this Agreement that remedies at law may be inadequate to protect the Employers, and, without
prejudice to any other legal or equitable rights and remedies otherwise available to the Employers, Executive agrees to the
granting of injunctive relief in the Employers’ favor in connection with any such breach or violation without proof of irreparable
harm.


 


(e)               
Enforcement. If, at the time of enforcement of Section 6 hereof or this Section 7, a court or other body of legal
authority holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree
that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court may revise such restrictions to cover the maximum duration, scope and area permitted by law and
reasonable under such circumstances. Because the Executive’s services are unique and because the Executive has access to
Confidential Information, the parties hereto agree that the Employers and their subsidiaries and affiliates would be irreparably
harmed by, and money damages would be an inadequate remedy for, any breach of this Agreement. Therefore, in the event of a breach
or threatened breach of this Agreement, the Employers and their subsidiaries and affiliates and/or their respective successors
or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof
(without posting a bond or other security).


 



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8.                 
Miscellaneous.


 


(a)               
Survival. To the extent necessary to give effect to such provisions, the provisions of this Agreement (including
without limitation, Sections, 6 and 7 hereof) shall survive the termination of this Agreement, whether such termination shall be
by expiration of the Employment Period, an earlier termination pursuant to Section 4 hereof or otherwise.


 


(b)              
Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the Employers and any person
or entity that succeeds to the interest of the Employers (regardless of whether such succession occurs by operation of law) by
reason of the sale of all or a portion of the Employers’ equity securities, a merger, consolidation or reorganization involving
the Employers or, unless the Employers otherwise elect in writing, a sale of all or a portion of the assets of the business of
the Employers. This Agreement shall also inure to the benefit of the Executive’s heirs, executors, administrators and legal
representatives.


 


(c)               
Assignment. This Agreement may not be assigned by the Executive. The Employers may assign their rights, together
with its obligations, hereunder (i) to any affiliate or subsidiary, provided that the assignor continues to be responsible for
the obligations set forth herein until discharged, or (ii) to third parties in connection with any sale, transfer or other disposition
of all or substantially all of its business or assets.


 


(d)              
Entire Agreement. This Agreement, together with Exhibit A hereto, constitutes the entire agreement between the parties
hereto with respect to the matters referred to herein and supersedes any and all prior agreements, whether written or oral. No
other agreement relating to the terms of the Executive’s employment by the Employers, oral or otherwise, shall be binding
between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises,
representations, inducements or statements between the parties other than those that are expressly contained herein. The Executive
acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this
Agreement and that he understands it and its legal consequences.


 



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(e)               
Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby. In the event any covenant contained herein is not enforceable in accordance with its terms, the
Executive and the Employers agree that such provision shall be reformed to make such covenant enforceable in a manner that provides
as nearly as possible the result intended by this Agreement.


 


(f)               
Waiver. Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement
shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.
No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.


 


(g)              
Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered
personally, by courier service, by registered mail, return receipt requested, or by nationally recognized overnight carrier and
shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or
to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):


 


If to the Employers:


 


JTH Tax Inc.


1716 Corporate Landing Parkway


Virginia Beach, VA 23454


Attention: Vice President of Human Resources


 


 


If to the Executive:


 


with a copy which shall not
constitute notice to:


 


(h)              
Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each
of the parties hereto.


 


(i)                
Headings. Headings to sections in this Agreement are for the convenience of the parties only and are not intended
to be part of or to affect the meaning or interpretation hereof.


 


(j)                
Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument. Transmission by one party to the others of
fully executed copies of this Agreement by electronically shall bind the parties to the same extent as by the exchange of manually
signed originals.


 



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(k)              
Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the Employers
under applicable federal, state or local income or employment tax laws or similar statutes or other provisions of law then in effect.


 


(l)                
Indemnification. The Executive shall be indemnified to the same extent as other senior executives and officers of
the Employers with respect to the Executive’s service as an employee of the Employers or any of the Employers’ subsidiaries
or affiliates. During the Employment Period, the Employers shall maintain a directors and officers’ liability insurance policy
(or policies) providing coverage to the Executive to the extent that the Employers provide such coverage for any other senior executives
or officers of the Employers. Following the Employment Period, the Executive shall be entitled to such coverage to the extent that
the Employers provide such coverage for any other current or former senior executive or officer of the Employers. The Employers
shall advance to the Executive an amount necessary to cover any reasonable fees incurred by the Executive in accordance with this
Section 8(l).


 


		(i)	Right of Indemnification. The Employers shall indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, the Executive if he is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"),
by reason of the fact that he, or a person for whom he the legal representative, is or was a director or officer of the Employers
or, while a director or officer of the Employers, is or was serving at the request of the Employers as a director, officer, manager,
employee or agent of another Employers or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including
reasonable attorneys' fees) reasonably incurred by the Executive. Notwithstanding the preceding sentence, the Employers shall be
required to indemnify, or advance expenses to, the Executive in connection with a Proceeding (or part thereof) commenced by the
Executive only if the commencement of such Proceeding (or part thereof) by the Executive was authorized by the Board of Directors.



 


		(ii)	Advancement of Expenses. The Employers shall to the fullest extent not prohibited by applicable law pay the reasonable expenses
(including reasonable attorneys' fees) incurred by the Executive in defending any Proceeding in advance of its final disposition,
provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding
shall be made only upon receipt of an undertaking by the Executive to repay all amounts advanced if it should be ultimately determined
that the Executive is not entitled to be indemnified.



 



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		(iii)	Claims. A claim for indemnification (following the final disposition of the Proceeding with respect to which indemnification
is sought, including any settlement of such Proceeding) or advancement of expenses under this Section 8 is not paid in full within
thirty days after a written claim therefor by the Executive has been received by the Employers, the Executive may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting
such claim to the fullest extent permitted by applicable law. In any such action the Employers shall have the burden of proving
that the Executive is not entitled to the requested indemnification or advancement of expenses.



 


		(iv)	Non-Exclusivity of Rights. The rights conferred on the by this Agreement shall not be exclusive of any other rights which the
Executive may have or hereafter acquire under any statute, any provision of the Employers’ articles of incorporation, bylaws,
or any agreement, vote of stockholders or disinterested directors or otherwise.



 


(m)            
Voluntary Agreement: No Conflicts. Executive represents that he is entering into this Agreement voluntarily and that
Executive’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with or
result in the breach by Executive of any agreement to which he is a party or by which he or his properties or assets may be bound.


 


(n)              
Governing Law.  The parties agree that:  (i) any litigation involving any enforcement of, noncompliance
with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement,  shall
be interpreted in accordance with and governed by the laws of the Commonwealth of Virginia, without regard for any conflict of
law principles; (ii) jurisdiction and venue shall be laid solely and exclusively in the Circuit Court for the City of Virginia
Beach or the United States District Court for the Eastern District of Virginia, Norfolk Division.


 


(o)              
Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or be
exempt from Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”),
and this Agreement shall be interpreted and administered accordingly. Notwithstanding anything contained herein to the contrary,
the Executive shall not be considered to have terminated employment with the Employers for purposes of this Agreement, unless the
Executive would be considered to have incurred a “separation from service” from the Employers within the meaning of
Section 409A (a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement
shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 5 of this
Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred
compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary, if, at
the time of the Executive’s Separation from Service, the stock of the Employers (or any successor entity) is treated as “publicly
traded” under Section 409A(a)(2)(B)(1) of the Code and the Executive is deemed to be a “specified employee” within
the meaning of said section, all payments which are subject to Section 409A as deferred compensation and which would otherwise
be required to be made upon such Separation from Service shall be made on the earlier of (i) the first day of the first month commencing
at least six (6) months following Executive’s Separation from Service or (ii) the date of the Executive’s death. To
the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Executive under this
Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred
and the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided in any
subsequent year.


 



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IN WITNESS WHEREOF, the Employers have caused
this Agreement to be executed by a duly authorized officer and the Executive has hereunto set his hand as of the day and year first
above written.


 


	 	COMPANY
	 	 	 
	 	By:	/s/ Kathleen Donovan
	 	Its:	Vice President and Chief Financial Officer
	 	 	 
	 	 	 
	 	 	Date: 4/30/2017



 


 

	 	Subco.
	 	 	 
	 	By:	/s/ Kathleen Donovan
	 	Its	Vice President and Chief Financial Officer
	 	 	 
	 	 	 
	 	 	Date: 4/30/2017


 


 

	 	Executive
	 	 	 
	 	/s/ Edward L. Brunot
	 	 	 
	 	 	Date: 5/2/2017



 


 


 



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EXHIBIT A


 


Form of Release


 


 


RELEASE AGREEMENT (this “Release
Agreement”), dated as of ________________, between Liberty Tax, Inc., a Delaware corporation (“COMPANY”),
JTH Tax, Inc., a Delaware corporation (“Subco” and together with COMPANY, the “Company”),
and Edward L. Brunot (“Executive”).


 


1.                 
Release.


 


(a)               
In consideration of the payments set forth in Section 5(c) of the Employment Agreement, as applicable, between the Company
and Executive dated as of ___________, 2017 (the “Employment Agreement”), Executive, on behalf of himself and
his heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and
its direct or indirect parents, subsidiaries and affiliates, together with each of their current and former principals, officers,
directors, direct or indirect equityholders, general and limited partners, agents, representatives and employees, and each of their
heirs, executors, successors and assigns (collectively, the “Releasees”), from any and all debts, demands, actions,
causes of actions, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and
liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”),
which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter, cause or thing
whatsoever arising from the beginning of time to the time he signs this Release Agreement (the “General Release”).
This General Release of Claims shall apply to any Claim of any type, including, without limitation, any and all Claims of any type
that Executive may have arising under the common law, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans With Disabilities
Act of 1967, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley
Act of 2002, each as amended, and any other federal, state or local statutes, regulations, ordinances or common law, or under any
policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive,
including but not limited to the Employment Agreement, and Company’s Equity and Cash Incentive Plan and shall further apply,
without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship,
or the termination of his employment, with the Company.


 


(b)              
Except as provided in Section 5(c) of the Employment Agreement, as applicable, Executive acknowledges and agrees that the
Company has fully satisfied any and all obligations owed to him arising out of his employment with the Company, and no further
sums are owed to him by the Company or by any of the other Releasees at any time. The Company shall provide Executive with a schedule
showing the specific amounts due to him under each subparagraph of Section 5(c) of the Employment Agreement, to the extent then
ascertainable, not later than ten days from the date of any separation from service.


 



     


     

    




(c)               
The foregoing waiver and release shall not extend to the following: (i) any rights, remedies or claims Executive may
have in enforcing the terms of the Employment Agreement with respect to amounts due to Executive in connection with his termination
of employment as, and to the extent, provided in Section 5(c) of the Employment Agreement, as applicable, or in enforcing the terms
of this Release Agreement, (ii) any rights Executive may have to receive vested amounts under any of the Company’s (or any
affiliate’s) employee benefit plans and/or pension plans or programs and the Company’s Equity and Cash Incentive Plan;
(iii) Executive’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA);
(iv) Executive’s eligibility for, or right to receive, indemnification and advancement of expenses in accordance with applicable
laws, the certificate of incorporation and/or by-laws of the Company or any affiliate, or under the Employment Agreement or under
any of the governing agreements of the Company or any affiliate, or coverage under any applicable directors and officers policy
or otherwise; (v) any rights Executive may have to obtain contribution as permitted by law in the event of entry of judgment against
Executive as a result of any act or failure to act for which the Company or any of the Releasees and Executive are jointly liable;
and (vi) any rights or claims that may not be lawfully released and/or waived (including any rights to workers’ compensation
or unemployment insurance).


 


2.                 
Consultation with Attorney; Voluntary Agreement. The Company advises Executive to consult with an attorney of his
choosing prior to signing this Release Agreement. Executive understands and agrees that he has the right and has been given the
opportunity to review this Release Agreement and, specifically, the General Release in Paragraph 1 above, with an attorney. Executive
also understands and agrees that he is under no obligation to consent to the General Release set forth in Paragraph 1 above. Executive
acknowledges and agrees that the payments set forth in Section 5(c) of the Employment Agreement, as applicable, are sufficient
consideration to require him to abide with his obligations under this Release Agreement, including but not limited to the General
Release set forth in Paragraph 1. Executive represents that he has read this Release Agreement, including the General Release set
forth in Paragraph 1 and understands its terms and that he enters into this Release Agreement freely, voluntarily, and without
coercion. Notwithstanding the foregoing, nothing contained herein shall prevent Executive from filing an administrative charge
of discrimination with the EEOC or state or local fair employment practices agency. No federal, state or local government agency
is a party to this Agreement and none of the provisions of this Agreement restrict or in any way affect a government agency’s
authority to investigate or seek relief in connection with any of the claims released. However, if a government agency were to
pursue any matters falling within the released claims, which it is free to do, the parties agree that this Agreement shall control
as the exclusive remedy and full settlement of all claims between the parties. Executive agrees that Executive shall not seek,
accept, or be entitled to any monetary relief, whether individually or as a member of a class or group, arising from an EEOC charge
filed by Executive or on Executive’s behalf.


 



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3.                 
No Admission of Liability. Nothing in this Agreement is intended to or will be construed as an admission by the Company
that it or any of its officer’s directors or employees, violated any law, interfered with any right, breached any obligation,
or otherwise engaged in any improper or illegal conduct, the Released Parties expressly denying any such conduct.


 


4.                 
Effective Date; Revocation. Executive acknowledges and represents that he has been given at least twenty-one (21)
days during which to review and consider the provisions of this Release Agreement and, specifically, the General Release set forth
in Paragraph 1 above, although he may sign and return it sooner if he so desires. Executive further acknowledges and represents
that he has been advised by the Company that he has the right to revoke this Release Agreement for a period of seven (7) days after
signing it. Executive acknowledges and agrees that, if he wishes to revoke this Release Agreement, he must do so in a writing,
signed by him and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the revocation period.
If no such revocation occurs, the General Release and this Release Agreement shall become effective on the eighth (8th) day following
his execution of this Release Agreement. Executive further acknowledges and agrees that, in the event that he revokes this Release
Agreement, it shall have no force or effect, and he shall have no right to receive any payment pursuant to Section 5(c) of the
Employment Agreement, as applicable.


 


5.                 
Time for Execution. Absent a bona fide dispute as to the amount due in connection with any separation from service,
the Executive shall execute this Release Agreement not later than 21 days from the date the schedule of payments is provided to
him as provided in Paragraph 1(b) hereof.


 


6.                 
Severability. In the event that any one or more of the provisions of this Release Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remainder of the Release Agreement shall not in any
way be affected or impaired thereby.


 


7.                 
Waiver. No waiver by either party of any breach by the other party of any condition or provision of this Release
Agreement to be performed by such other party shall be deemed a waiver of any other provision or condition at the time or at any
prior or subsequent time. This Release Agreement and the provisions contained in it shall not be construed or interpreted for or
against either party because that party drafted or caused that party’s legal representative to draft any of its provisions.


 


8.                 
Governing Law. This Release Agreement shall be governed by and construed and enforced in accordance with the laws
of the Commonwealth of Virginia, without reference to its choice of law rules.


 


9.                 
Entire Agreement. This Release Agreement constitutes the entire agreement and understanding of the parties with respect
to the release of claims provided for herein and supersedes all prior agreements, arrangements and understandings, written or oral,
between the parties with respect to such release of claims. Executive acknowledges and agrees that he is not relying on any representations
or promises by any representative of the Company concerning the meaning of any aspect of this Release Agreement. This Release Agreement
may not be altered or modified other than in a writing signed by Executive and an authorized representative of the Company.


 



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10.             
Headings. All descriptive headings in this Release Agreement are inserted for convenience only and shall be disregarded
in construing or applying any provision of this Release Agreement.


 


11.             
Counterparts. This Release Agreement may be executed in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.


 


 


 


IN WITNESS WHEREOF, the Company and Executive
have executed this Release Agreement, on the date and year set forth below.


 


 


 





	 	COMPANY
	 	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:
	 	 	 
	 	 	Date:



 


 

	 	Subco.
	 	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:
	 	 	 
	 	 	Date:


 


 

	 	Executive
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date:



 


 


4