**Exhibit 10.1****EXECUTIVE EMPLOYMENT AGREEMENT**     This Agreement is entered into as of **August 1, 2006**(the “Effective Date”) by and between theCompany and **Timothy Harris**(“Executive”).     1. Duties and Scope of Employment.          (a) Position and Duties. As of the Effective Date, Executive will serve as ChiefExecutive Officer Elect until October 1, 2006, at which time Executive will assume the position of**Chief Executive Officer**of the Company, reporting to the Company’s Board of Directors (the“Board”). Executive will render such business and professional services in the performance of hisduties, consistent with Executive’s position within the Company, as shall reasonably be assigned tohim by the Board. Executive’s duties and responsibilities may be altered, modified and changed asthe Board deems appropriate.          (b) Obligations. During the Term, Executive will perform his duties faithfullyand to the best of his ability and will devote his full business efforts and time to the Company.For the duration of the Term, Executive agrees not to engage in any other employment, occupation orconsulting activity for any direct or indirect remuneration without the prior written approval ofthe Board.          (c) Conflicting Employment. Executive agrees that, while employed by the Company, hewill not engage in any other employment, occupation, consulting or other business activity directlyrelated to the business in which the Company is now involved or becomes involved during the term ofExecutive’s employment, nor will Executive engage in any other activities that conflict withExecutive’s obligations to the Company.     2. Term. Executive’s employment with the Company pursuant to this Agreement (the“Term”) will commence on the Effective Date and will continue, unless otherwise terminated earlieras provided herein, until the date that is twenty-four (24) months from the Effective Date.Notwithstanding the foregoing, the parties agree that Executive’s employment with the Company willbe “at-will” employment and may be terminated at any time with or without cause by giving theExecutive a written notice. Executive understands and agrees that neither his job performance norpromotions, commendations, bonuses or the like from the Company give rise to or in any way serve asthe basis for continuation, modification, amendment, or extension, by implication or otherwise, ofhis employment with the Company. However, as described in this Agreement, Executive may beentitled to severance benefits depending on the circumstances of Executive’s termination ofemployment with the Company as expressly provided in Sections 6 and 7 of this Agreement.     3. Compensation.          (a) Base Salary. During the Term, the Company will pay Executive as compensation forhis services, a base salary at the annualized rate of $525,000.00 (the “Base Salary”). The BaseSalary will be paid periodically in accordance with the Company’s normal payroll practices and issubject to lawfully required withholdings. Annual adjustments to the Base Salary may be made inthe Company’s sole discretion.
 

 
               (b) Target Incentive Plan. Executive will be eligible to participate in the Company’sTarget Incentive Plan, and for such annual bonuses as are payable under the plan (“IncentiveBonus”).          4. Employee Benefits. During the Term, Executive will continue to be entitled toparticipate in the employee benefit plans currently and hereafter maintained by the Company ofgeneral applicability to other senior executive of the Company, including, without limitation, theCompany’s group medical, dental, vision, disability, life insurance, vacation and flexible-spendingaccount plans and programs. The Company reserves the right to cancel or change the benefit plansand programs it offers to its employees at any time.          5. Equity. Executive may from time to time be eligible to receive a grant of stockoptions and/or restricted stock, as the Board of Directors deems appropriate.          6. Severance.               (a) Involuntary Termination Without Cause Prior to a Change of Control or More than 6Months Following a Change of Control. If Executive’s employment with the Company terminatesother than voluntarily or for “Cause” prior to a “Change of Control” (both as defined herein) ormore than six months following a Change of Control, and Executive signs and does not revoke arelease of claims with the Company in the form provided by the Company, the Company shall provideseverance pay and benefits, subject to certain conditions, as follows:               (i) The Company shall provide monetary severance to Executive equal to twenty-four (24)months of Base Salary. Such severance shall be paid over a period of twenty-four (24)months following the date of termination (the “Severance Period”) through Severance Paymentsmade in the same installments and subject to the same deductions as Executive’s Base Salaryat the time of termination. The Severance Payments shall be subject to offset for anyamounts then owed to the Company by Executive.                (ii) If Executive elects to continue his/her benefits under the Company’s EmployeeBenefits Plans, including life, disability and health insurance, through COBRA, the Companyshall pay the cost of COBRA continuation coverage for Executive (and, where applicable,Executive’s dependents) during the Severance Period as if Executive were still employed bythe Company (the “COBRA Continuation Payments”). Executive will continue to pay the sameportion of the cost of such benefits as he/she currently pays as of the last day of his/heremployment with the Company. The COBRA Continuation Payments will cease, and the Companywill have no further obligations with respect to the payment of any premiums forcontinuation coverage to Executive, as of the earlier of (a) Executive becoming eligible forcomparable coverage (for example, through obtaining alternative employment); (b) theconclusion of the Severance Period; or (c) the cessation of Executive’s COBRA eligibility.                (iii) Any outstanding and unvested non-qualified stock options and any restrictedstock previously granted Executive shall immediately vest and become exercisable as to thenumber of shares that would have otherwise vested had Executive remained employed by theCompany through the end of the Severance Period.
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Thereafter, any such awards will remain subject to the terms of the applicable stockplan, grant and/or agreement.           (iv) If Executive is entitled to compensation and benefits arising from termination ofemployment due to change of control pursuant to Section 7 below, compensation and benefitsunder that change of control provision shall be in lieu of and not in addition tocompensation under this Section 6.           (v) Notwithstanding the foregoing, the Company’s obligation to make severance payments,pay bonus payments, provide benefits and vest stock and/or options hereunder is expresslyconditioned upon Executive’s ongoing compliance with the provisions of the EmployeeInvention, Authorship, Proprietary and Confidential Information Agreement. In the eventExecutive breaches the terms of such agreement, the Company’s obligations hereunder shallautomatically terminate, without any notice to Executive, and, in addition to any otherdamages to which the Company may be entitled, the Company shall be entitled to recover fromExecutive any payments already made to Executive hereunder.           (vi) Executive agrees that severance as provided herein shall be the sole considerationto which he is entitled in the event of the termination of his employment without Cause, andthat severance will not be paid in the event of termination with Cause, and Executiveexpressly waives and relinquishes any claim to other or further consideration.           (vii) Severance pay, bonus pay, benefits and/or stock/option vesting are expresslyconditioned upon Executive’s execution and delivery of a release of all claims Executive mayhave against the Company in a form provided by the Company.          (b) Voluntary Termination; Termination for Cause. If Executive’s employment with theCompany terminates voluntarily by Executive or for Cause by the Company, then (i) all vesting ofany restricted stock or options to purchase shares of the Company’s common stock held by Executivewill terminate immediately and all payments of compensation by the Company to Executive hereunderwill terminate immediately (except as to amounts already earned, including unused and accruedvacation); and (ii) Executive shall not be eligible for severance or other benefits, except inaccordance with any generally applicable Company plans or policies as are then in effect.     7. Change of Control Severance Benefits. In the event of a “Change of Control” (asdefined herein) followed by Executive’s termination other than voluntarily or for “Cause” withinsix (6) months following the consummation of a Change of Control, Executive shall be entitled toreceive benefits as set forth below, provided he signs and does not revoke a release of claims withthe Company in a form provided by the Company. For the purpose of this Section 7, Executive shallbe deemed to have been terminated other than for “Cause” if Executive is not provided with an offerof employment with the Company or successor entity following the Change of Control with comparableduties, position, responsibilities, pay and location relative to the Executive’s duties, position,responsibilities, pay and location in effect immediately prior to such Change of Control and,within thirty (30) days thereafter, Executive elects to voluntarily terminate his employment withthe Company. Executive agrees that (1) a change in title alone shall not mean that a position isnot comparable; (2) a change in duties and responsibilities that is
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not material shall not mean that a position is not comparable; (3) for purposes of pay, aposition shall be deemed comparable if it involves a reduction of no more than ten percent (10%) ofExecutive’s base compensation unless in connection with similar decreases of other similarlysituated employees of the Company; and (4) for purposes of location, a position shall be deemedcomparable if it is within fifty (50) miles from Executive’s current work location.          (a) A lump sum payment within thirty (30) days of such termination equal to the SeverancePayment as set forth in section 6(a)(i) above.          (b) An additional lump sum payment within thirty (30) days of such termination in an amountequal to the annual Incentive Bonus, calculated on the basis of all targets under the currentTarget Incentive Plan being met.          (c) On the date of termination, all stock options and restricted stock previously granted toExecutive shall become immediately and fully vested and exercisable by Executive or hisrepresentative. Such exercise shall be governed by and shall be in accordance with the terms ofthe applicable agreement, whose terms are incorporated herein by reference.          (d) Executive (and, where applicable, Executive’s dependents) shall be entitled to COBRAContinuation Payments in accordance with the provisions of section 6(a)(ii) above.          (e) In the event that the benefits provided for in this agreement (a) constitute “parachutepayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the“Code”), (b) would be subject to the excise tax imposed by Section 4999 of the Code, and (c) theaggregate value of such parachute payments, as determined in accordance with Section 280G of theCode and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefitsshall be reduced to the extent necessary (but only to that extent) so that no portion of suchbenefits will be subject to excise tax under Section 4999 of the Code. In the event that thebenefits provided for in this agreement (a) constitute “parachute payments” within the meaning ofSection 280G of the Code, (b) would be subject to the excise tax imposed by Section 4999 of theCode, and (c) the aggregate value of such parachute payments, as determined in accordance withSection 280G of the Code and the Treasury Regulations thereunder is equal to or greater than theproduct obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of CodeSection 280G(b)(3), then the Executive shall receive (i) a payment from the Company sufficient topay such excise tax plus any interest or penalties incurred by Executive with respect to suchexcise tax, plus (ii) an additional payment from the Company sufficient to pay the excise tax andfederal and state income and employment taxes arising from the payments made by the Company toExecutive pursuant to this sentence. Unless the Company and the Executive otherwise agree inwriting, the determination of Executive’s excise tax liability and the amount required to be paidor reduced under this Section shall be made in writing by the Company’s independent auditors whoare primarily used by the Company immediately prior to the Change of Control (the “Accountants”).For purposes of making the calculations required by this Section , the Accountants may makereasonable assumptions and approximations concerning applicable taxes and may rely on reasonable,good faith interpretations concerning the application of Sections 280G and 4999 of the Code. TheCompany and the Executive shall furnish to the Accountants such information and documents as theAccountants may reasonably request in order to make a determination under this
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Section. The Company shall bear all costs the Accountants may reasonably incur in connectionwith any calculations contemplated by this Section.          (f) Notwithstanding the foregoing, if Executive receives the Severance Payment pursuant tothis Section, he shall not be entitled to receive an additional Severance Payment pursuant toSection 6 hereof.          (g) Change of control benefits under this Section 7 are expressly conditioned upon Executive’sexecution and delivery of a release of all claims Executive may have against the Company in a formprovided by the Company.     8. Non-Solicitation. For a period of twelve (12) months following Executive’stermination of employment, Executive shall not, directly or indirectly, without the prior writtenconsent of the Company, solicit any employee or customer of the Company, its parent or itssubsidiaries to terminate his or her employment with or customer relationship to the Company, itsparent or its subsidiaries.     9. Definitions.          (a) Cause. For purposes of this Agreement, “Cause” is defined as (i) an act ofdishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii)Executive’s conviction of or plea of nolocontendere to, a felony or any crimeinvolving fraud, embezzlement or any other act of moral turpitude, (iii) Executive’s grossmisconduct, (iv) Executive’s unauthorized use or disclosure of any proprietary information or tradesecrets of the Company or any other party to whom Executive owes an obligation of nondisclosure asa result of Executive’s relationship with the Company; (v) Executive’s willful breach of anyobligations under any written agreement or covenant with the Company; or (vi) Executive’s continuedfailure to perform his employment duties after Executive has received a written demand ofperformance from the Company with specifically sets forth the factual basis for the Company’sbelief that Executive has not substantially performed his duties and has failed to cure suchnon-performance to the Company’s satisfaction within 30 days after receiving such notice.          (b) Change of Control. For purposes of this Agreement, “Change of Control” of theCompany is defined as: (1) any “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Act of 19334, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3under said Act), directly or indirectly, of securities of the Company representing 50% or more ofthe total voting power represented by the Company’s then outstanding voting securities; or (ii) thedate of the consummation of a merger or consolidation of the Company with any other corporationthat has been approved by the stockholders of the Company, other than a merger or consolidationwhich would result in the voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity) more than fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, or the stockholders of the Company approve a planof complete liquidation of the company; or (iii) the date of the consummation of the sale ordisposition by the Company of all or substantially all the Company’s assets.     10. Assignment. This Agreement will be binding upon and inure to the benefit of (a)the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any
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successor of the Company. Any such successor of the Company will be deemed substituted forthe Company under the terms of this Agreement for all purposes. For this purpose, “successor” meansany person, firm, corporation or other business entity which at any time, whether by purchase,merger or other, directly or indirectly acquires all or substantially all of the assets or businessof the Company. None of the rights of Executive to receive any form of compensation payablepursuant to this Agreement may be assigned or transferred except by will of the laws of descent anddistribution. Any other attempted assignment, transfer, conveyance or other disposition ofExecutive’s right to compensation or other benefits will be null and void.     11. Notices. All notices, requests, demands and other communications called forhereunder shall be in writing and shall be deemed given (i) on the date of delivery if deliveredpersonally, (ii) one (1) day after being sent by a well established commercial overnight service,or (iii) four (4) days after being mailed by registered or certified mail, return receiptrequested, prepaid and addressed to the parties or their successor at the following addresses, orat such other addresses as the parties may later designate in writing:If to the Company: