Exhibit 10.3



 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT is made and entered into as of the 9th day of October, 2012 (the “Agreement”),
by and between BENACO, INC., a Nevada corporation (the “Company”), having its principal place of business at
2975 Westchester Avenue, Suite 114, Purchase, New York 10577, and Michael Gianatasio (the “Employee”), having
an address at 2975 Westchester Avenue, Suite 114, Purchase, New York 10577 (the Employee and the Company are collectively referred
to as the “Parties”).


 


WITNESSETH:


 


WHEREAS,
the Company is primarily engaged in the business of occupational risk management (the “Business”); and


 


WHEREAS,
the Employee has represented that he has the experience, background and expertise necessary to enable him to be the Company’s
Chief Executive Officer; and


 


WHEREAS,
based on such representation, and the Company’s reasonable due diligence, the Company wishes to employ the Employee as its
President and in such other capacities as mutually agreed to by the Company and the Employee, and the Employee wishes to be so
employed, in each case, upon the terms hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and other good
and valuable consideration, the Parties agree as follows:


 


1.
Definitions. As used herein, the following terms shall have
the following meanings:


 


1.1
“Affiliate” means any Person controlling, controlled by or under common control with the Company.


 


1.2
“Board” means the Board of Directors of the Company.


 


1.3
“Cause” means:


 


	 	1.3.1	The
    Employee’s persistent failure to perform his duties and responsibilities as set forth in a mutually agreed upon written
    job description as designated by the Board after delivery of written notice to the Employee detailing the basis for such failure,
    with a reasonable opportunity for the Employee to cure such failure (not to exceed 30 days); provided, however, if
    the Employee shall be diligently pursuing a cure, the Company may, in its discretion, extend such period for a reasonable
    period of time;
	 	 	 
	 	1.3.2	The
    Employee’s knowing participation in any activity that is competitive with or injurious to the Company;


 




    	 



    	 



    

 


	 	1.3.3	The
    Employee’s commission of any fraud against the Company, or unauthorized use or appropriation of any funds or properties
    of the Company for the Employee’s sole personal gain; or
	 	 	 
	 	1.3.4	The
    Employee’s conviction of an offense constituting a felony involving moral turpitude;


 


1.4
“Common Stock” means the Company’s $.001 par value per share common stock.


 


1.5
“Date of Termination” means (a) in the case of a termination for which a Notice of Termination (as hereinafter
defined in Section 5.4.3) is required, the date of actual receipt of such Notice of Termination or, if later, the date specified
therein, as the case may be, and (b) in all other cases, the actual date on which the Employee’s employment terminates during
the Term of Employment (as hereinafter defined in Section 3) (it being understood that nothing contained in this definition of
“Date of Termination” shall affect any of the cure rights provided to the Employee or the Company in this Agreement).


 


1.6
“Disability” means Employee’s inability to render, for a period of nine (9) consecutive months, services
hereunder due to his physical or mental incapacity.


 


1.7
“Effective Date” means October 9, 2012.


 


1.8
“Person(s)” means any individual or entity of any kind or nature, including any other person as defined in
Section 3(a)(9) of the Securities Exchange Act of 1934, and as used in Sections 13(d) and 14(d) thereof.


 


1.9
“Prospective Customer” shall mean any Person which has either (a) entered into a nondisclosure agreement with
the Company or any Affiliate or (b) has within the preceding 12 months received a currently pending and not rejected written proposal
in reasonable detail from the Company or any Affiliate.


 


1.10
“Severance Payments” shall mean any payments made under Section 5.3.4.


 


2.
Employment.


 


2.1
Agreement to Employ. Effective as of the Effective Date, the Company hereby agrees to employ Employee, and Employee hereby
agrees to serve, subject to the provisions of this Agreement, as a director, officer and employee of the Company.


 


2.2
Duties. Employee shall serve as the Company’s Chief Executive Officer and in such other capacities as may be mutually
agreed to by the Company and the Employee and shall have such responsibilities as designated by the Company’s Board that
are not inconsistent with applicable laws, regulations and rules. The Employee shall report directly to the Company’s Board
as circumstances may require.


 




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3.
TERM OF AGREEMENT. Unless the Employee’s employment shall sooner terminate pursuant to Section 5, The Company shall
employ the Employee for a term commencing on the Effective Date and ending on the 5th anniversary thereof, which term shall be
automatically renewed for additional successive 1-year terms unless notice of non-renewal is received by Employee from the Company
or by the Company from Employee within ninety (90) days of the end of the initial 5 year term or a subsequent renewal term. The
period during which Employee is employed pursuant to this Agreement shall be referred to as the “Term” or the
“Term of Employment”.


 


4.
COMPENSATION.


 


4.1
Salary. Employee’s salary during the Term shall be $300,000 per year (the “Salary”) payable monthly
on the first day of each month. Payment of Salary to Employee may be deferred at the sole discretion of Employee. In the event
of any such deferral, Employee’s salary shall be accrued. All applicable withholding taxes shall be deducted from such payments.
The entire Board, or if the Company has such a committee, the Board’s Compensation Committee, will review Employee’s
Salary at least once per year and may, in its discretion, increase (but not decrease) the Salary in accordance with the Company’s
compensation policies. Notwithstanding the foregoing, the Employee’s Salary shall be adjusted for inflation on an annual
basis on the anniversary date of this Agreement.


 


4.2
Cash Bonus. In addition to the annual Salary provided for in Section 4.1 above, if the Company meets the annual performance
targets set forth on Schedule 4.2 hereof, the Employee shall be entitled to an annual bonus of a minimum of 1 year’s annual
Salary with respect to each year in which the targets are met. Such bonuses may be deferred at the discretion of the Employee.


 


4.3
Equity Compensation. As soon as practicable after the Effective Date, Employee shall be awarded options to purchase an
aggregate of 776,086 shares of Common Stock to be vested over a three-year term, beginning on the date of this Agreement in accordance
with a stock incentive plan to be approved by the Board. In the future, Employee shall be awarded such other equity compensation
approved by the entire Board or Compensation Committee of the Board upon the annual reviews of the Employee’s performance,
including additional options and/or Restricted Common Stock grants under the Company’s stock incentive plans. All equity
grants, if any, shall be governed by the terms and conditions of the governing equity grant agreement(s) and the stock incentive
plan or any other equity plan of the Company.


 


4.4
Health Insurance; Other Employee Benefits. During the Term, Employee shall receive full family plan coverage under any
health and dental insurance plans that the Company has as of the Effective Date. The Company shall pay Employee’s COBRA
for a period of 12 months from the Effective Date. In addition, during the Term, Employee shall be eligible to participate in
any other employee benefit plan, program or practice, in each case, sponsored by the Company for its executives or employees on
terms and conditions set forth in such programs and plans (as amended from time to time).


 


4.5
Vacation. The Employee shall be entitled to six (6) weeks of paid vacation per calendar year taken at such times so as
to not reasonably impede his duties hereunder. Vacation days that are not taken may be carried over into future years or compensated
per diem prorated at the discretion of Employee. Illness days shall be consistent with the Company’s standard policies and
personal appearances, educational seminars, university course work, service to government and other compensated or non-compensated
business-related days away from duties will not be calculated against entitled vacation days.


 




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4.6
Monthly Allowances. The Employee shall receive an allowance of $5,000 per month.


 


4.7
Business Expenses. The Employee shall be reimbursed by the Company for all out of pocket ordinary and necessary expenses
incurred by the Employee in the performance of his duties hereunder on behalf of the Company and provided with Company credit
card. The Employee shall also promptly be reimbursed by the Company for all out of pocket expenses incurred by the Employee prior
to the execution of this Agreement in connection with the business of the Company, the preparation for the acquisition of companies
by the Company and the financing of the Company, in each case upon presentation of reasonable documentation for such expenses.


 


4.8
Key man and Disability Insurance. The Company shall purchase and maintain (a) a key man policy in the amount of $10,000,000
on the life of Employee during the Term, or such other amount as the Board may determine to be reasonable, with not less than
$2,000,000 of the proceeds payable following Employee’s death directly to the Employee’s estate or as otherwise directed
by the Employee and (b) a disability insurance policy for the Employee providing for benefits in an amount equal to the amount
of Employee’s annual Salary as provided for in Section 4.1 hereof. The Employee agrees to assist the Company in obtaining
such insurance policies by, among other things, submitting to the customary examinations and correctly preparing, signing and
delivering application and other documents as may reasonably be required.


 


5.
TERMINATION.


 


5.1
Termination Due to Death or Disability.


 


	 	5.1.1	Death.
    Upon the Employee’s death, the Employee’s estate or the Employee’s legal representative, as the case may
    be, shall be entitled to the Employee’s accrued and unpaid Salary through the date of death, plus all other compensation
    and benefits that were vested through the date of the Employee’s death, including, but not limited to, any vested and
    unpaid or granted and unpaid annual bonus, vacation days and equity award(s) for the fiscal year prior to the Employee’s
    death. Employee’s estate or the Employee’s legal representative, as the case may be, shall be entitled to Employee’s
    full equity ownership in the Company according to Employee’s will and own personal inheritance plan or the laws of intestacy,
    as the case may be.
	 	 	 
	 	5.1.2	Disability.
    In the event of the Employee’s Disability (it being understood that such period will commence nine months from the first
    date that Employee is unable to work), this Agreement shall terminate and (a) Employee shall be entitled to receive the Employee’s
    accrued and unpaid salary through the date of Disability, plus all other compensation and benefits that were vested through
    the date of Disability, including, but not limited to, any vested and unpaid or granted and unpaid annual bonus, vacation
    days and equity award(s) for the fiscal year prior to the Employee’s Disability; and (b) any unvested equity compensation
    will continue to vest for a period of the later of (i) three (3) years after the first date that Employee is unable to work
    or (ii) the remainder of the current Term.


 




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5.2
Termination by the Company for Cause. The Company may terminate Employee’s employment hereunder for Cause by delivery
of written notice to the Employee specifying the cause or causes relied upon for such termination. If the Company terminates the
Employee’s employment hereunder for Cause, the Employee shall be entitled only to (a) the Employee’s accrued and unpaid
Salary through the Date of Termination; and (b) all other compensation and benefits that were vested through the Date of Termination,
including, but not limited to, any vested and unpaid or granted and unpaid annual bonus and equity award(s) through the Date of
Termination.


 


5.3
Termination Without Cause. The Company may terminate the Employee’s employment hereunder without Cause, which shall
include the Company’s delivery of a notice of non-renewal to Employee pursuant to Section 3. If the Company terminates the
Employee’s employment hereunder without Cause, other than due to death or Disability, the Employee shall be entitled to
only the following:


 


	 	5.3.1	Employee’s
    accrued and unpaid Salary and a cash payment of accrued vacation days (at the current rate of the Employee’s Salary)
    through the Date of Termination;
	 	 	 
	 	5.3.2	all
    other compensation and benefits that were granted through the Date of Termination, including but not limited to, any granted
    and unpaid annual bonus and equity award(s) through the Date of Termination. All such granted equity awards(s) that have not
    vested shall immediately vest upon the Date of Termination; 
	 	 	 
	 	5.3.3	The
    Company shall continue or cause to be continued at the expense of the Company the Employee’s family medical insurance
    benefits in effect immediately prior to the Date of Termination until the end of the Term; and
	 	 	 
	 	5.3.4	Employee
    shall be entitled to Severance Payments as set forth below:


 


	 	 	5.3.4.1	In
    the event that during the Term, the Company terminates Employee’s employment hereunder without Cause or Employee terminates
    the employment for Good Reason, as defined below in Section 5.4, Employee shall be entitled to Severance Payments in the aggregate
    amount equal to the Salary that he would have received for the period from the Date of Termination until the earlier of (i)
    18 months from the Date of Termination, or (ii) the end of the current Term;


 




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	 	 	5.3.4.2	All
    Severance Payments set forth in this Section 5.3.4 are subject to the following conditions: (a) the Employee shall perform
    such reasonable duties as may be requested by the Company during the period the Severance Payments set forth in this Section
    5.3.4 are made; (b) the Employee shall refrain from disparaging the Company and any of its directors, officers, employees
    or Affiliates; and (c) the Employee cooperates with the Company in all reasonable requests to transition the Employee’s
    replacement. Subject to the Employee’s compliance with the foregoing, all Severance Payments set forth in this Section
    5.3.4 shall be paid to the Employee in equal installments over the balance of the payment period, in accordance with the Company’s
    regularly scheduled payroll dates, commencing with the Company’s first regularly scheduled payroll date that occurs
    after the Date of Termination.


 


5.4
Termination by Employee. Any termination of this Agreement by the Employee by formal notice shall have the same effect
as a termination by the Company for Cause, unless the Employee terminates employment for “Good Reason” as defined
below. A termination for Good Reason shall have the same effect as a termination by the Company without Cause.


 


	 	5.4.1	For
    purposes of this Agreement “Good Reason” shall mean (a) a material diminution in Employee’s duties
    and responsibilities, or material change in reporting structure not agreed to by the Employee; (b) the Company shall default
    in the performance of any of its material obligations under this Agreement (provided that, in any such case, the Employee
    shall have provided the Board with written notice of such default and not less than sixty (60) days to cure such default);
    (c) the occurrence of a Change of Control (as defined below); or (d) the Company retaliates against the Employee for objecting
    to any illegal conduct by The Company. 
	 	 	 
	 	5.4.2	For
    purposes of this Agreement, “Change in Control” shall mean:  (a) any acquisition by any person
    or any persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities
    Exchange Act of 1934 (a “Group”) of fifty percent (50%) or more of the total voting power of all classes of capital
    stock of the Company entitled to vote generally in the election of the Board; (b) any other acquisition by any person or group
    of the power to elect, appoint or cause the election or appointment of at least a majority of the members of the Board through
    beneficial ownership of the capital stock or otherwise; (c) the merger or consolidation of the Company as a result of which
    persons who were stockholders of the Company immediately prior to such merger or consolidation, do not, immediately thereafter,
    own, directly or indirectly, 50% or more of the combined voting power entitled to vote generally in the election of directors
    of the merged or consolidated company; (d) the sale, transfer or other disposition of all or substantially all of the assets
    of The Company through one transaction or a series of related transactions to one or more persons or entities who are not,
    immediately prior to such sale, transfer or other disposition, stockholders of the Company immediately prior to such sale(s),
    transfer(s) or other disposition(s). Notwithstanding the foregoing, or anything to the contrary contained herein, it shall
    not be a Change in Control if any of the foregoing transactions are approved in writing by persons who, as of the date of
    this Agreement, in the aggregate, own more than 50% of the voting stock of the Company or if the change of control occurs
    as a result of or in connection with a merger or share exchange between or involving the Company or acquisitions of other
    business by the Company which are currently contemplated. 


 




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	 	5.4.3	Notice
    of Termination.  Any termination of the Employee by the Company shall be communicated by a notice of termination
    to the Employee given in accordance with Section 7.4 of this Agreement (the “Notice of Termination”).  Such
    notice shall (a) indicate the specific termination provision in this Agreement relied upon and (b) if the termination date
    is other than the date of receipt of such notice, specify the dates on which the Employee’s employment is to be terminated
    (which date shall not be earlier than the date on which such notice is given).


 


5.5
Payment. Except as otherwise provided in this Agreement, any payments to which the Employee shall be entitled under this
Section 5, including, without limitation, any economic equivalent of any benefit, shall be made as promptly as possible following
the Date of Termination, but in no event more than 30 days after the Date of Termination. If the amount of any payment due to
the Employee cannot be finally determined within 30 days after the Date of Termination, such amount shall be reasonably estimated
on a good faith basis by The Company and the estimated amount shall be paid no later than thirty (30) days after such Date of
Termination. As soon as practicable thereafter, the final determination of the amount due shall be made and any adjustment requiring
a payment to the Employee shall be made as promptly as practicable.


 


5.6
No Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation
in any plan, program, policy or practice provided by the Company or its subsidiaries, if any, and for which the Employee may qualify,
nor shall anything herein limit or otherwise affect such rights as Employee may have under any other contract or agreement with
the Company or its subsidiaries, if any, at or subsequent to the Date of Termination (“Other Benefits”), which such
Other Benefits shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as
explicitly modified by this Agreement. Notwithstanding the foregoing, if Employee receives payments and benefits pursuant to Section 5.3
of this Agreement, the Employee shall not be entitled to any severance pay or benefits under any severance plan, program or policy
of the Company, unless otherwise specifically provided therein in a specific reference in or to this Agreement.


 




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6.
NON-COMPETITION: NON-DISCLOSURE; INVENTIONS.


 


6.1
Trade Secrets. The Employee acknowledges that his employment position with the Company is one of trust and confidence.
The Employee further understands and acknowledges that, during the course of the Employee’s employment with the Company,
the Employee will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which
belong to the Company, including, but not limited to, its methods of operation and developing customer base, its manner of cultivating
customer relations, its practices and preferences, current and future market strategies, formulas, patterns, patents, devices,
secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the
operation of the Company’s business and which the Employee acknowledges have been acquired, learned and developed by the
Company only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which
are discoverable only with substantial effort, and which thus are the confidential and the exclusive property of the Company (hereinafter
“Trade Secrets”). The Employee covenants and agrees to use his best efforts and utmost diligence to protect those
Trade Secrets from disclosure to third parties. The Employee further acknowledges that, absent the protections afforded the Company
in Section 7, Employee would not be entrusted with any of such Trade Secrets. Accordingly, the Employee agrees and covenants (which
agreement and covenant shall survive the termination of this Agreement regardless of the reason) as follows:


 


	 	6.1.1	The
    Employee will at no time take any action or make any statement that will disparage or discredit the Company, any of its subsidiaries
    or their respective products or services;
	 	 	 
	 	6.1.2	During
    the period of the Employee’s employment with the Company and for eighteen (18) months immediately following the termination
    of such employment, the Employee will not disclose or reveal to any person, firm or corporation other than in connection with
    the business of the Company or as may be required by law, any Trade Secret used or useable by the Company or any of its subsidiaries,
    divisions or Affiliates (collectively, the “Companies”) in connection with their respective businesses,
    known to the Employee as a result of his employment by the Company, or other relationship with the Companies, and which is
    not otherwise publicly available. The Employee further agrees that during the term of this Agreement and at all times thereafter,
    he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the
    business of the Companies or as may be required by applicable law, any information received by him during the course of his
    employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors,
    customers or suppliers which is not publicly available; 


 




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	 	6.1.3	During
    the term of the Agreement and, for a period of six (6) months immediately following the termination of the Employee’s
    employment with the Company, Employee shall not: compete, or participate as a shareholder, director, officer, partner (limited
    or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly
    with the Companies without the prior written consent of the Company, which may be withheld in the Company’s sole discretion;
    provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial
    ownership by Employee of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange
    Act of 1934; 


 


6.2
Successors.


 


	 	6.2.1	Employee.
    This Agreement is personal to the Employee and, without the prior express written consent of the Company, shall not be assignable
    by the Employee, except that Employee’s rights to receive any compensation or benefits under this Agreement may be transferred
    or disposed of pursuant to testamentary disposition, intestate succession or a qualified domestic relations order or in connection
    with a Disability. This Agreement shall inure to the benefit of and be enforceable by the Employee’s estate, heirs,
    beneficiaries, and/or legal representatives.


 


	 	6.2.2	The
    Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  


 


6.3
Inventions and Patents. The Company shall be entitled to the benefit and exclusive ownership of any inventions or improvements
in drugs, products, processes, or other things that may be made or discovered by the Employee while he is in the service of the
Company, and all patents for the same.


 


7.
MISCELLANEOUS.


 


7.1
Indemnification. The Company and each of its subsidiaries shall, to the maximum extent provided under applicable law, indemnify
and hold the Employee harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements
and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of,
or related to, Employee’s employment by the Company, other than any such Losses incurred as a result of the Employee’s
negligence or willful misconduct. The Company shall, or shall cause a subsidiary thereof to, advance to the Employee any expenses,
including attorney’s fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by the Employee in defense of any such proceeding shall be paid by the Company
or applicable subsidiary in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written
request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for
which payment is being sought; and (c) an undertaking adequate under applicable law made by or on behalf of the Employee to repay
the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that the Employee
is not entitled to be indemnified by the Company or any subsidiary thereof. The Company will provide the Employee with coverage
under all director’s and officer’s liability insurance policies which is has in effect during the Term, with no deductible
to the Employee.


 




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7.2
Applicable Law. Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, applied without reference to principles of conflict of laws.


 


7.3
Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors or legal representatives.


 


7.4
Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the
other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


If
to the Employee:


 


Michael
Gianatasio


2975
Westchester Avenue, Suite 114


Purchase,
New York 10577


 


With
a copy to (which shall not constitute notice):


 


Ofsink,
LLC


900
Third Avenue, 5th Floor


New
York, New York 10022


Attn:
Darren Ofsink


Facsimile:
212-688-7273


 


If
to the Company:


 


Benaco,
Inc.


2975
Westchester Avenue, Suite 114


Purchase,
New York 10577


 


or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications
shall be effective when actually received by the addressee.


 


7.5
Withholding. The Company may withhold from any amounts payable under the Agreement, such federal, state and local income,
unemployment, social security and similar employment related taxes and similar employment related withholdings as shall be required
to be withheld pursuant to any applicable law or regulation.


 




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7.6
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and any such provision which is not valid or enforceable in whole shall be enforced
to the maximum extent permitted by law.


 


7.7
Captions. The captions of this Agreement are not part of the provisions and shall have no force or effect.


 


7.8
Entire Agreement. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between
the parties with respect thereto.


 


7.9
Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement
or the Employee’s employment hereunder to the extent necessary to the intended preservation of such rights and obligations.


 


7.10
Waiver. Either Party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed
as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision
of this Agreement.


 


7.11
Joint Efforts/Counterparts. Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto
and shall not be construed more severely against any party. This Agreement may be signed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same instrument.


 


7.12
Representation by Counsel. Each Party hereby represents that it has had the opportunity to be represented by legal counsel
of its choice in connection with the negotiation and execution of this Agreement.


 


7.13
No Mitigation. Employee shall have no duty to seek other employment and the amounts, benefits and entitlements payable
to the Employee hereunder or otherwise shall not be subject to reduction, offset or repayment for any compensation received by
the Employee from services provided by the Employee following the termination of the Employee’s employment with the Company.


 


7.14
Section 409A.


 


	 	7.14.1	The
    intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and
    the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the
    maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.  In no event whatsoever
    shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section
    409A or damages for failing to comply with Code Section 409A.


 




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	 	7.14.2	A
    termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
    the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
    from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
    to a “termination,” “termination of employment” or like terms shall mean “separation from service.”  Notwithstanding
    anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified
    employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision
    of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation
    from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the
    expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee,
    and (B) the date of the Employee’s death, to the extent required under Code Section 409A.  Upon the expiration
    of the foregoing delay period, all payments and benefits delayed pursuant to this Section 8.14 (whether they would have
    otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the
    Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance
    with the normal payment dates specified for them herein.
	 	 	 
	 	7.14.3	To
    the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
    for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the
    last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right
    to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no
    such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way
    affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
	 	 	 
	 	7.14.4	For
    purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall
    be treated as a right to receive a series of separate and distinct payments.  Whenever a payment under this Agreement
    specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall
    be within the sole discretion of the Company.
	 	 	 
	 	7.14.5	Notwithstanding
    any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes
    “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount
    unless otherwise permitted by Code Section 409A.


  



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7.15
Adjustment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that as a result
of any payment or distribution by the Company to or for Employee’s benefit whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (the “Payments”), the Employee would be subject to the excise
tax imposed by Sections 409A, 280G or Section 4999 of the Internal Revenue Code or any interest or penalties
are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), Employee shall be entitled to receive an additional payment
(a “Gross-Up Payment”) in an amount such that, after payment by the Employee of all taxes (including any interest
or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon
the Gross-Up Payment, Employee is in the same after-tax position as if no Excise Tax had been imposed upon Employee with respect
to the Payments, provided further that such Gross-Up Payment shall be made prior to April 15th of the calendar year following
the year in which Employee receive any payment or distribution from the Company which gives rise to a Gross-Up Payment.


 


--
Signature page follows --


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


 


	EMPLOYEE:	 	BENACO,
    INC. 
	 	 	 
	/s/
    Michael Gianatasio 	 	By:	/s/
    Jeffrey Devlin
	Name:
    Michael Gianatasio	 	Name:	Jeffrey
    Devlin  
	 	 	Title:	Director


 




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SCHEDULE
4.2


 


Bonus
Milestones


 


	Year	 	Gross Revenues	 	 
	1	 	$10,000,000	 	
	2	 	$12,000,000	 	 
	3	 	$14,400,000	 	 
	4	 	$17,280,000	 	 
	5	 	$20,736,000	 	 



 


For
the purposes of this Agreement, “Gross Revenues” shall mean the total revenues of the Company for each full fiscal
year as reported in the Company’s audited annual financial statements.