Employment Agreement



 Exhibit 10.1 
 EMPLOYMENT AGREEMENT 
 AGREEMENT made as of
the 1st day of January, 2009 by and between O’Connell Benjamin, residing at
             (hereinafter referred to as the “Employee”) and Authentidate Holding Corp., a Delaware corporation with principal offices located at 300 Connell Drive, Berkeley
Heights, NJ 07922. 
 W I T N E S S E T H: 
 WHEREAS, Authentidate Holding Corp. and its subsidiaries (the “Company”) are engaged in the business of providing Internet and software-based document authentication services and related business
enterprises; and 
 WHEREAS, the Company desires to continue the employment of the Employee for the purpose of securing for the Company the
experience, ability and services of the Employee; and 
 WHEREAS, the Employee desires to continue employment with the Company pursuant to
the terms and conditions herein set forth, superseding all prior oral and written employment agreements and term sheets and letters between the Company, its subsidiaries and/or predecessors and Employee. 
 NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: 
 Article I. 
 Definitions 
 1.1 Accrued Compensation. “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the
“Termination Date” (as defined below) but not paid as of the Termination Date, including 
 (a) Base Salary, 
 (b) reimbursement for business expenses incurred by the Employee on behalf of the Company, pursuant to the Company’s expense reimbursement policy in
effect at such time, 







 (c) expense allowance, 
 (d) vacation pay per Company Policy, and 
 (e) bonuses and incentive compensation earned and awarded prior
to the Termination Date. 
 1.2 “Breakeven Operations” operations shall mean, a calendar month of operations prior to
December 31, 2009, for which the Company’s shall not have suffered a loss from consolidated operations excluding 
 (a)
“extraordinary items” of gain or loss as that term shall be defined in generally accepted accounting principles; 
 (b) any gains
or profits realized from the sale of any assets in the outside the ordinary course of business; 
 (c) executive bonuses, but including base
salary of executives based on the rate of base compensation at the commencement of the calendar year 2009. 
 1.3 Cause.
“Cause” shall mean: 
 (a) willful disobedience by the Employee of a reasonable, material and lawful instruction of the Board of
Directors of the Company consistent with the duties and functions of Employee’s position; 
 (b) conviction of the Employee of any
misdemeanor involving fraud or embezzlement or similar crime, or any felony; 
 (c) fraud, gross negligence or willful misconduct in the
performance of any material duties to the Company; or 
 (d) excessive absences from work, other than for illness or Disability; provided
that the Company shall not have the right to terminate the employment of Employee pursuant to the foregoing clauses (a), (c) or (d) above unless written notice specifying such breach shall have 








 
been given to the Employee and, in the case of breach which is capable of being cured, the Employee shall have failed to cure such breach within thirty
(30) days after his receipt of such notice. 
 1.4 Change in Control. “Change in Control” shall mean any of the
following events: 
 (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting
Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has
“Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in
determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. 
  

	 	(i)	A “Non-Control Acquisition” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or
(y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (2) the Company or any Subsidiary.


  

	 	(ii)	 Notwithstanding an acquisition as described in this subparagraph (a), a Change in Control shall not be deemed to occur solely because a Person (the “Subject
Person”) gained Beneficial Ownership of more than the permitted amount of the outstanding 











	 	 
Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding,
increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and
after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then
a Change in Control shall occur. 


 (b) The individuals who, as of the date this Agreement is approved by the Board, are
members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered and defined as a member of the Incumbent Board; and provided, further, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual “Election Contest” (as described in Rule 14a-11 promulgated under the 1934 Act) or other solicitation of proxies or
consents by or on behalf of a Person other than the Board (a “Proxy Contest”); or 
 (c) Approval by stockholders of the Company
of: 
  

	 	(i)	 A merger, consolidation or reorganization involving the Company, unless: (1) the stockholders of the Company, immediately before 











	 	 
such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty
percent (60%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as
their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, (2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger,
consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, and (3) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a
part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary) becomes Beneficial Owner of twenty percent (20%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities
as a result of such merger, consolidation or reorganization, a transaction described in clauses (1) through (3) shall herein be referred to as a “Non-Control Transaction”; or 


  

	 	(ii)	 An agreement for the sale or other disposition of all or substantially all of the assets of the Company, to any Person, other than 1) a transfer to a Subsidiary, in
one transaction or a series of 











	 	 
related transactions; or 2) the sale, spin-off or divestiture of a subsidiary or business unit other than the US security software business unit.



  

	 	(iii)	The stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company. 

 (d) Notwithstanding anything contained in this Agreement to the contrary, if the Employee’s employment is terminated prior to a Change in Control
and the Employee reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”) or
(ii) otherwise occurred in connection with, or in anticipation of, a Change in Control, then for all purposes of this Agreement, the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of
such termination of the Employee’s employment. 
 1.5 Continuation Benefits. “Continuation Benefits” shall be the
continuation of the Benefits, as defined in Section 5.1, for the period from the Termination Date to either (i) the later of the Expiration Date, or the end of the month in which the one-year anniversary of the Termination Date occurs, or
(ii) such other period as specifically stated by this Agreement (the “Continuation Period”), at the Company’s expense, less any normal payroll deductions, on behalf of the Employee and his dependents; provided, however, if any of
the Benefits required to be provided by the Company during the Continuation Period under the Company’s benefit plans are, pursuant to the terms of such plans, not available to non-employees of the Company, the Company, at its sole cost and
expense, less any normal payroll deductions, shall be required to provide such benefits as shall be reasonably available and substantially similar to the benefits provided to employees of the Company. The Company’s obligation hereunder with
respect to the 








 
foregoing benefits shall also be limited to the extent that if the Employee obtains such benefits pursuant to a subsequent employer’s benefit plan, the
Company may reduce the coverage of any benefits it is required to provide the Employee hereunder as long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to the Employee than the coverage and benefits
required to be provided hereunder. This definition of Continuation Benefits shall not be interpreted so as to limit any benefits to which the Employee, his dependents or beneficiaries may be entitled under any of the Company’s employee benefit
plans, programs or practices following the Employee’s termination of employment, including, without limitation, retiree medical and life insurance benefits. 
 1.6 Disability. “Disability” shall mean a physical or mental infirmity which impairs the Employee’s ability to substantially perform his duties with the Company for a period of three consecutive
months, and the Employee has not returned to his full time employment prior to the Termination Date as stated in the “Notice of Termination” (as defined below). 
 1.7 Good Reason. “Good Reason” shall mean without the written consent of the Employee: 
 (a)
a material breach of any provision of this Agreement by the Company; 
 (b) failure by the Company to pay when due any compensation to the
Employee; 
 (c) a reduction in the Employee’s Base Salary; 
 (d) failure by the Company to maintain the Employee in the positions referred to in Section 2.1 of this Agreement, unless such change was due to a
Change of Control; 
 (e) assignment to the Employee of any duties materially and adversely inconsistent with the Employee’s positions,
authority, duties, responsibilities, powers, functions, reporting relationship or title as contemplated by Section 2.1 of this Agreement or any other 








 
action by the Company that results in a material diminution of such positions, authority, duties, responsibilities, powers, functions, reporting relationship
or title, unless such change was due to a Change of Control; 
 (f) relocation of the principal office of the Company or the Employee’s
principal place of employment to a location outside a 15 (fifteen) mile radius of the present location in Berkeley Heights, New Jersey, without the Employee’s written consent; or 
 (g) a Change in Control, provided the event on which the Change of Control is predicated occurs not less than 90 nor more than 150 days of the service of
the Notice of Termination by the Employee, it being understood that Employee shall have the right to terminate his employment under this Section 1.6 (g) for any reason or no reason within such 60 day period; and provided further, however,
that the Employee agrees not to terminate his employment for Good Reason pursuant to clauses (a) through (f) unless (i) the Employee has given the Company at least 30 days’ prior written notice of his intent to terminate his
employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason; and (ii) the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith
satisfaction of the Employee within a 30-day period after receipt of such notice. 
 1.8 Notice of Termination. “Notice of
Termination” shall mean a written notice from the Company, or the Employee, of termination of the Employee’s employment which indicates the specific termination provision in this Agreement relied upon, if any, and which sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. 
 1.9 Severance Payment. “Severance Payment” shall mean an amount equal to 12 months of Employee’s Base Salary in effect on the Termination Date, but no less than $290,000. 







 1.10 Termination Date. Termination Date shall mean 
 (a) in the case of the Employee’s death, his date of death; 
 (b) in the case of Good Reason, 30 days from the date the Notice of Termination is given to the Company, provided the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable
and good faith satisfaction of the Employee; 
 (c) in the case of termination of employment on or after the Expiration Date, the last day of
employment; and 
 (d) in all other cases, the date specified in the Notice of Termination; provided, however, if the Employee’s
employment is terminated by the Company for any reason except Cause, the date specified in the Notice of Termination shall be at least 30 days from the date the Notice of Termination is given to the Employee, and provided further that in the case of
Disability, the Employee shall not have returned to the full-time performance of his duties during such period of at least 30 days. 
 Article II. 
 Employment 
 2.1 Subject to and upon the terms and conditions of this Agreement, the Company hereby agrees to continue the employment of the Employee, and the Employee hereby accepts such continued employment in his capacity as
President. 







 Article III. 
 Duties 
 3.1 The Employee shall, during the term of his employment with the Company, and subject to
the direction and control of the Board, report directly to the Board, or the Chief Executive Officer, if any, and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as are reasonably
associated with his executive position or as may be reasonably assigned or delegated to him from time to time by the Board, consistent with his position as President. In general, Employee shall have management authority with respect to, and
responsibility for, the overall operations and day-to-day business and affairs of the Company and all major operating units. 
 3.2 During
the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his business time and attention to the affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned hereunder, use his best efforts in the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it
does not materially interfere with his duties hereunder: (i) subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company,
(ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. 







 3.3 Employee shall undertake regular travel to the Company’s executive and operational offices, and
such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company, and all airplane travel shall be first or
business class, or otherwise fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for first or business class. Other expenses shall be reimbursed in accordance with the
Company’s policies for executive travel. 
 Article IV. 
 Compensation 
 4.1 During the term of this Agreement, Employee shall received
base compensation at the rate of $290,000 per annum, from January 1, 2009 to March 31, 2009, and at the rate of $200,000 per annum from April 1, 2009 to December 31, 2009 (the “Base Salary”), provided however, the Base
Salary for the period April 1, 2009 to December 31, 2009 shall be retroactively increased to the rate of $357,500 per annum, in the event (i) the Company achieves Breakeven Operations; or (ii) a Change of Control occurs prior to
December 31, 2009. 
 (a) Base Salary shall be paid to the Employee in regular installments on each of the Company’s regular pay
dates for executives, but no less frequently than monthly. 
 4.2 Employee shall receive a bonus (the “Bonus”) of 50% of Base
Salary, in the event (i) the Company achieves Breakeven Operations; or (ii) a change of control occurs prior to December 31, 2009. 
 (a) Base Salary shall include any retroactive Base Salary increase as provided in Section 4.1. 
 (b) The Bonus shall be paid
to the Employee on the earlier to occur of 30 days from the occurrence of a Change of Control; or such time as the Company’s independent accountants can reasonably determine whether the Company has achieved Breakeven Operations. 







 4.3 The Company shall deduct from Employee’s compensation all federal, state, and local taxes which
it may now or may hereafter be required to deduct under applicable law. 
 4.4 Employee may receive such other additional compensation as may
be determined from time to time by the Board including bonuses and other long term compensation plans. Nothing in this subparagraph 4.4 shall be deemed or construed to require the Board to award any bonus or additional compensation. 
 Article V. 
 Benefits 

5.1 During the term hereof, the Company shall provide Employee with the following benefits, as such benefits may change from time to time (the
“Benefits”): (i) group health care and insurance benefits as generally made available to the Company’s senior management; and (ii) such other benefits (including insurance related benefits, holiday, sick leave, personal
days, etc.) obtained by the Company or made generally available to the Company’s senior management; 
 5.2 The Company shall reimburse
Employee, upon presentation of the Company’s standard expense report accompanied by appropriate vouchers and other suitable documentation, incurred by Employee on behalf of the Company, provided such expenditure is consistent with Company
policy. 
 5.3 In the event the Company wishes to obtain Key Man life insurance on the life of Employee, Employee agrees to cooperate with
the Company in completing any applications necessary to obtain such insurance and promptly submit to such physical examinations and furnish such information as any proposed insurance carrier may request. 
 5.4 For the term of this Agreement, Employee shall be entitled to paid vacation at the rate of (4) weeks per annum. 







 Article VI. 
 Non-Disclosure 
 6.1 The Employee shall not, at any time during or after the termination of his
employment hereunder, except when acting on behalf of and with the authorization of the Company, or when required by law or legal process, or where appropriate in response to regulatory authorities, make use of or disclose to any person,
corporation, or other entity, for any purpose whatsoever, any trade secret or other confidential information concerning the Company’s business, finances, marketing, Internet and software-based document authentication services, digital image
authentication services, telehealth products and services, and related business enterprises of the Company and its subsidiaries, including information relating to any customer of the Company, or any other nonpublic business information of the
Company and/or its subsidiaries learned as a consequence of Employee’s employment with the Company, except for information available publicly or from other non-confidential sources (collectively referred to as the “Proprietary
Information”). The Employee acknowledges that Proprietary Information, as they may exist from time to time, are valuable and unique assets of the Company, and that disclosure of any such information would cause substantial injury to the
Company. Proprietary Information shall cease to be Proprietary Information, as applicable, at such time as such information becomes public other than through disclosure, directly or indirectly, by Employee in violation of this Agreement. 

6.2 If Employee is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative
demands, or similar process) to disclose any Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order. 







 Article VII. 
 Restrictive Covenant 
 7.1 In the event of the termination of Employee’s employment with the
Company at any time, Employee agrees that he will not, for a period of one (1) year following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer,
director, shareholder, employee, consultant, or otherwise), which business is primarily involved in Internet and software-based document authentication services, digital image authentication services, delivery of health-related services and
information via telecommunications technologies, and related business enterprises or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing
during the term of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research. Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares
of any publicly held corporation shall not violate the provisions of this Article VII, and (y) the Employee shall not be required to comply with any provision of this Article VII following termination of this Agreement if the amounts required
to be paid under Article IX are not timely paid. 
 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of
non-competition, directly or indirectly, in connection with any business primarily involved in the Internet and software-based document authentication services and related business enterprises, or digital image authentication services, or any
business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company and such development is based on actual or demonstrative anticipated research, solicit any customer or
employee of the Company who was a customer or employee of the Company within one year of the Termination Date. 







 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of
Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or
other intellectual property whether or not protectable by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee during the term of
his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee agrees that all such inventions, software,
manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments and other
documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in the event employee
fails or is unable to provide the Company with such signed documents. Notwithstanding the foregoing, this provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and
which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the
invention results from any work performed by Employee for the Company. 
 7.4 If any court shall hold that the duration of non-competition or
any other restriction contained in this Article VII is unenforceable, it is our intention that same shall not thereby be terminated but shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable
or, in the alternative, such judicially substituted term may be substituted therefor. 







 Article VIII. 
 Term 
 8.1 This Agreement shall be effective upon execution by both parties hereto and the employment
term (the “Initial Term”) shall commence on January 1, 2009 (the “Commencement Date”) and terminate on December 31, 2009 (the “Expiration Date”), unless sooner terminated upon the death of the Employee, or as
otherwise provided herein. 
 8.2 The Company shall notify in writing the Employee of the Company’s intention to continue
Employee’s employment after the Expiration Date no less than 90 days prior to the Expiration Date. 
 8.3 Upon termination of the
Employee’s employment with the Company, the Company shall pay Employee, in addition to any other payments due hereunder, the amounts due under Article IX. 
 Article IX. 
 Termination 
 9.1 The Company may terminate this Agreement by giving a Notice of Termination to the Employee in accordance with this Agreement: 
 (a) for Disability; 
 (b) for Cause

 (c) without Cause. 
 9.2
Employee may terminate this Agreement at any time by giving 30 days prior written Notice of Termination to the Company in accordance with this Agreement. 
 9.3 If the Employee’s employment with the Company shall be terminated, the Company shall pay and/or provide to the Employee the following compensation and benefits: 
 (a) if the Employee was terminated by the Company for Cause, or the Employee terminates without Good Reason, the Accrued Compensation; 







 (b) if the Employee was terminated by the Company for Disability, the Accrued Compensation, the Severance
Payment and the Continuation Benefits; or 
 (c) if termination was due to the Employee’s death, the Accrued Compensation; or

 (d) if the Employee was terminated by the Company without Cause or the Employee terminates this Agreement for Good Reason, (i) the
Accrued Compensation; (ii) the Severance Payment; and (iii) the Continuation Benefits. 
 (e) In the event the Company fails to
notify the Employee in accordance with Section 8.2, or after notifying the Employee fails to reach an agreement on a new employment agreement prior to the Expiration Date, Employee’s employment shall terminate on the Expiration Date and
the Company shall pay the Employee the Severance Payment; Accrued Compensation, and the Continuation Benefits. 
 9.4 The amounts payable
under this Section 9.3, shall be paid as follows: 
 (a) Accrued Compensation shall be paid on the first regular pay date after the
Termination Date (or earlier, if required by applicable law). 
 (b) If the Continuation Benefits are paid in cash, the payments shall be
made on the first day of each month during the Continuation Period (or earlier, if required by applicable law). 
 (c) The Severance Payments
shall be paid in equal installments in accordance with the Company’s regular pay dates for executives (or earlier, if required by applicable law) during a period of one year commencing with the first regular pay date after the Termination Date;








 9.5 The Employee shall not be required to mitigate the amount of any payment, including the value of any
Continuation Benefit, provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Employee in any subsequent employment except
as provided in Sections 1.4. 
 9.6 For a period of three years following the termination of this Agreement, Employee agrees that he will not
make any negative or derogatory statements in verbal, written, electronic or any other form about the Company, including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a
chat room or via the internet except where such statement is required by law or regulation. During such three year period, none of the executive officers and directors shall make any negative or derogatory statements in verbal, written, electronic
or any other form about the Employee, including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the internet except where such statement is required by
law or regulation. 







 Article X. 
 Termination of Prior Agreements 
 10.1 This Agreement, and the stock option, bonus plan and benefit
plans, sets forth the entire agreement between the parties and supersedes all prior agreements, letters and understandings between the parties, whether oral or written prior to the effective date of this Agreement, except for the terms of employee
stock option plans and option certificates. 
 Article XI. 
 Stock Options 
 11.1 As an inducement to Employee to enter into this Agreement, the Company hereby
grants to Employee, as of the date of execution of this Agreement, options to purchase shares of the Company’s Common Stock, $.001 par value, as follows: Subject to the terms and conditions of the Company’s 2000 Employees’ Stock
Option Plan (the “Plan”), and the terms and conditions set forth in the Stock Option Agreement which are incorporated herein by reference, the Employee is hereby granted options to purchase 400,000 shares of the Company’s Common
Stock, which shall vest as follows: 
 (a) 133,333 shall vest upon the Company achieving Breakeven Operations; 
 (b) 133,334 shall vest if the Company realizes quarterly revenue of at least $1,800,000 from the sales of Inscrybe software and maintenance services
prior to the end of the 2009 calendar year; 
 (c) 44,445 shall vest upon issuance and 44,444 shall vest on the first anniversary of issuance
and 44,444 shall vest on the second anniversary of issuance, as long as Employee continues to be an employee of the Company but subject to Section 11.2 hereto (the “Options”). The exercise price of the Options shall be the fair market
value per share of the Company’s Common Stock as of the date of issuance and shall contain such other terms and conditions as set forth in the stock option agreement. The Options provided for herein are not 








 
transferable by Employee and shall be exercised only by Employee, or by his legal representative or executor, as provided in the Plan. Such Options shall
terminate as provided in the Plan, except as otherwise modified by this Agreement. 
 11.2 In the event of a termination of Employee’s
employment with the Company pursuant to Section 9.1(c) or 9.3(e) or by the Employee for Good Reason, notwithstanding anything herein or in any stock option agreement to the contrary, (a) the Employee’s right to purchase shares of
Common Stock of the Company pursuant to any stock option granted prior to the effective date of this Agreement, shall immediately fully vest and become exercisable, (b) the exercise period in which Employee may exercise his options to purchase
Company common stock shall be extended to the duration of their original term, as if Employee remained an employee of the Company, and the terms of such options shall be deemed amended to take into account the foregoing provisions. For purposes of
clarity, Employee and Company agree that the occurrence of a Change in Control shall not affect the provisions of this Section 11.1. 
 11.3 In the event of a termination of Employee’s employment with the Company pursuant to Section 9.1(b), options granted and not exercised as of the Termination Date shall terminate immediately and be null and void. 
 11.4 In the event of a termination of Employee’s employment with the Company due to any other reason, the options granted shall be exercisable only
in accordance with the stock option plan under which they were granted. 
 Article XII. 
 Arbitration and Indemnification 
 12.1
Any dispute arising out of the interpretation, application, and/or performance of this Agreement with the sole exception of any claim, breach, or violation arising under Articles 








 
VI or VII hereof shall be settled through final and binding arbitration before a single arbitrator in the State of New Jersey in accordance with the Rules of
the American Arbitration Association. The arbitrator shall be selected by the American Arbitration Association and shall be an attorney-at-law experienced in the field of corporate law. Any judgment upon any arbitration award may be entered in any
court, federal or state, having competent jurisdiction of the parties. 
 12.2 The Company hereby agrees to indemnify, defend, and hold
harmless the Employee for any and all claims arising from or related to his employment by the Company at any time asserted, at any place asserted, to the fullest extent permitted by law. The Company shall maintain such insurance as is necessary and
reasonable (with minimum coverage of not less than $5,000,000) to protect the Employee from any and all claims arising from or in connection with his employment by the Company during the term of Employee’s employment with the Company and for a
period of six (6) years after the date of termination of employment for any reason. The provisions of this Section are in addition to and not in lieu of any indemnification, defense or other benefit to which Employee may be entitled by statute,
regulation, common law or otherwise. 
 Article XIII. 
 Severability 
 13.1 If any provision of this Agreement shall be held invalid and unenforceable, the
remainder of this Agreement shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances. 







 Article XIV. 
 Notice 
 14.1 For the purposes of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered or (b) sent by (i) a nationally recognized overnight courier service or (ii) certified mail, return receipt requested,
postage prepaid and in each case addressed to the respective addresses as set forth below or to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. All notices and
communications shall be deemed to have been received on (A) if delivered by personal service, the date of delivery thereof; (B) if delivered by a nationally recognized overnight courier service, on the first business day following deposit
with such courier service; or (C) on the third business day after the mailing thereof via certified mail. Notwithstanding the foregoing, any notice of change of address shall be effective only upon receipt. 
 The current addresses of the parties are as follows: 
  

			
	 IF TO THE COMPANY:
	 	Authentidate Holding Corp.
		 	Connell Corporate Center
		 	300 Connell Drive, Fifth Floor
		 	Berkeley Heights, NJ 07922
		
	 WITH A COPY TO:
	 	Victor J. DiGioia
		 	Becker & Poliakoff, LLP
		 	45 Broadway
		 	New York, NY 10006
		
	 IF TO THE EMPLOYEE:
	 	O’Connell Benjamin








 Article XV. 
 Benefit 
 15.1 This Agreement shall inure to, and shall be binding upon, the parties hereto, the
successors and assigns of the Company, and the heirs and personal representatives of the Employee. 
 Article XVI. 
 Waiver 
 16.1 The waiver by either
party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of construction and validity. 
 Article XVII. 
 Governing Law 
 17.1 This Agreement has been negotiated and executed in the State of New Jersey. The law of the State of New Jersey shall govern the construction and
validity of this Agreement. 







 Article XVIII. 
 Jurisdiction 
 18.1 Any or all actions or proceedings which may be brought by the Company or Employee
under this Agreement shall be brought in courts having a situs within the State of New Jersey, and Employee and the Company each hereby consent to the jurisdiction of any local, state, or federal court located within the State of New Jersey.

 Article XIX. 
 Entire
Agreement 
 19.1 This Agreement contains the entire agreement between the parties hereto. No change, addition, or amendment shall be
made hereto, except by written agreement signed by the parties hereto. 
 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement and affixed their hands and seals the day and year first above written. 
  

			
	Authentidate Holding Corp.
		
	By:	 	 /s/ David Luce

		 	David Luce
		 	Chairman of the Compensation Committee
	
	Employee
		
		 	 /s/ O’Connell Benjamin

		 	O’Connell Benjamin
		 	Employee