Exhibit 10.1


 





EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 22 day of April 2015 (the “Effective
Date”), by and between Huayue Electronics Inc., a Delaware corporation (the “Company”), and
Isaac H. Sutton (the “Executive”).






 


RECITALS


 


THE PARTIES ENTER THIS AGREEMENT
on the basis of the following facts, understandings and intentions:


 


A.The Company desires to commence
the employment of the Executive, and the Executive desires to commence such employment, on the terms and conditions set forth in
this Agreement.


 


B. This Agreement shall be effective
immediately and shall govern the employment relationship between the Executive and the Company from and after the Effective Date,
and, as of the Effective Date, supersedes and negates all previous agreements and understandings with respect to such relationship.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:


 


		1.	Retention and Duties.



 


		1.1	Retention. The Company does hereby employ the Executive
for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement.
The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement.
Certain capitalized terms used herein are defined in Section 5.5 of this Agreement.



 


		1.2	Duties. (a) During
the Period of Employment, the Executive shall serve the Company as its Chief Executive Officer and shall have the powers, authorities,
duties and obligations of management usually vested in such position for a company of a similar size and similar nature as the
Company, and such other powers, authorities, duties and obligations commensurate with such positions as the Company’s Board
of Directors (the “Board”) may assign from time to time, all subject to the directives of the Board, and the
corporate policies of the Company as they are in effect from time to time throughout the Period of Employment (including, without
limitation, the Company’s employee handbook, business conduct and ethics policies, and other personnel policies, as they
may change from time to time). During the Period of Employment, the Executive shall report to the Board.



 


(b) On the Effective Date, the Board shall elect
Executive to the Board to fill the existing vacancy on the Board. During Period of Employment, Executive shall be included in the
management’s slate for election as a member of the Board and the Company shall cause the Executive to be a member of any
executive or management committee of the Board. Subject to election by the Company’s stockholders, Executive shall serve
as a member of the Board, with no additional remuneration payable to Executive for that service. [Upon the Date of Termination,
unless otherwise approved by the Board, Executive shall resign from the Board and from any other board or committee of the Company
or its subsidiaries or affiliates.] While the Executive’s ability to serve as a member of the Board and of any executive
or management committee thereof is necessarily subject to the Executive’s election to the Board and the provisions of the
Company’s By-Laws, if by action of the Board or the stockholders of the Company the Executive should no longer be a member
of the Board or any such committee of the Board, the Executive will be entitled to treat such change as a termination for Good
Reason pursuant to Section 5.2 hereof.


 






    	 



    	 



    

 


		1.3	No Other Employment; Minimum Time Commitment. During
the Period of Employment, the Executive shall (i) devote at least 70% of the Executive’s business time, energy and skill
to the performance of the Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient
manner to the best of his abilities, and (iii) hold no other employment without the express written approval of the Board. In furtherance
of the foregoing, during the Period of Employment Executive may continue to serve as the Chief Executive Officer of GoCOM Corporation.
The Executive’s service on the boards of directors (or similar body) of other business entities is subject to the approval
of the Board. The Company shall have the right to require the Executive to resign from any board or similar body (including, without
limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably
determines that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s
duties and responsibilities to the Company or that any business related to such service is then in competition with any business
of the Company or any of its Affiliates, successors or assigns.



 


		1.4	No Breach of Contract. The
Executive hereby represents to the Company and agrees that: (i) the execution and delivery of this Agreement by the Executive and
the Company and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach
of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive
is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) the Executive will not enter
into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; (iii)
the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other
Person which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder;
(iv) the Executive is not bound by any employment, consulting, non-compete, confidentiality, trade secret or similar agreement
(other than this Agreement) with any other Person; (v) to the extent the Executive has any confidential or similar information
that he is not free to disclose to the Company, he will not disclose such information to the extent such disclosure would violate
applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound;
and (vi) the Executive
understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth
herein and the Executive consents to such reliance. 



 


		1.5	Location. The Executive’s principal place of
employment shall be the Company’s offices in New York, New York. Subject to Section 4.5 below, the Executive agrees that
he will be regularly present at that office. The Executive acknowledges that he will be required to travel from time to time in
the course of performing his duties for the Company.



 






    	2



    	 



    

 


		2.	Period of Employment. The “Period of Employment” shall be a period of
three years commencing on the Effective Date and ending at the close of business on the
third anniversary of the Effective Date (the “Termination Date”); provided,
however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one
(1) additional year on the Termination Date and each anniversary of the Termination Date thereafter, unless either party gives
written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of
such party’s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The
term “Period of Employment” shall include any extension thereof pursuant to the preceding sentence. Provision of notice
that the Period of Employment shall not be extended or further extended, as the case may be, shall not constitute a breach of this
Agreement and, in the case of provision of notice by the Company, shall not constitute “Good Reason” for purposes of
this Agreement; provided, however, that if the Company provides the Executive notice that the Period of Employment shall not be
extended or further extended, the Company shall pay to the Executive a cash bonus in the amount of Two Hundred Thousand Dollars
($200,000). Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this
Agreement.



 


		3.	Compensation.



 


		3.1	Base Salary. During the Period of Employment, the
Company shall pay the Executive a base salary (the “Base Salary”), which shall be paid in accordance with the
Company’s regular payroll practices in effect from time to time but not less frequently than in monthly installments. The
Executive’s Base Salary shall be at an annualized rate of One Hundred Twenty Thousand Dollars ($120,000) until the first
anniversary of the Effective Date, which amount shall increase by five percent (5%) on each subsequent anniversary of the Effective
Date. The Board (or a committee thereof) may, in its sole discretion, increase (but not decrease) the Executive’s rate of
Base Salary. 



 


		3.2	Incentive Bonus. During the Period of Employment,
the Executive shall be eligible to receive an incentive bonus for each fiscal year of the Company that occurs during the Period
of Employment (“Incentive Bonus”). Notwithstanding the foregoing and except as otherwise expressly provided
in this Agreement, the Executive must be employed by the Company at the time the Company pays incentive bonuses to employees generally
with respect to a particular fiscal year in order to be eligible for an Incentive Bonus for that year (and, except as otherwise
expressly provided in this Agreement, if the Executive is not so employed at such time, he shall not have been considered to have
“earned” any Incentive Bonus with respect to the fiscal year). The Executive’s target Incentive Bonus amount
for a particular fiscal year of the Company shall equal one hundred percent (100%) of the Executive’s Base Salary paid by
the Company to the Executive for that fiscal year; provided that the Executive’s actual Incentive Bonus amount for a particular
fiscal year shall be determined by the Board (or a committee thereof) in its sole discretion, based on performance objectives (which
may include corporate, business unit or division, financial, strategic, individual or other objectives) established with respect
to that particular fiscal year by the Board (or a committee thereof). Any Incentive bonus earned by the Executive shall be paid
quarterly and may, at the election of the Executive, be assigned by the Executive to another person or entity.



 


		3.3	Revenue
                                         Bonus.  During the Period of Employment, the Executive shall be eligible
                                         to receive a revenue bonus for each fiscal year of the Company  that occurs during
                                         the Period of Employment (“Revenue Bonus”) in an amount equal to 0.75% of
                                         the amount of the Company’s net revenues in that fiscal year exceed $25 million..
                                          The revenue bonus shall be payable for any fiscal year within seven (7) calendar
                                         days following the date that the Company files its Annual Report on Form 10-K for such
                                         fiscal year.  Notwithstanding the foregoing and except as otherwise expressly provided
                                         in this Agreement, the Executive must be employed by the Company at the time the Company
                                         is to the Revenue Bonus with respect to a particular fiscal year in order to be eligible
                                         for a Revenue Bonus for that year (and, if the Executive is not so employed at such time,
                                         in no event shall he have been considered to have “earned” any Revenue Bonus
                                         with respect to the fiscal year).  Any Revenue Bonus earned by the Executive may,
                                         at the election of the Executive, be assigned by the Executive to another person or entity.



 






    	3



    	 



    

 


		3.4	Stock Option Grant. Subject to approval by the Board
(or a committee thereof), the Company will grant the Executive a stock option (the “Option”) to purchase 3,000,000
shares of the Company’s common stock at a price per share not less than the per-share fair market value of the common stock
on the date of grant, as reasonably determined by the Board (or a committee thereof). The Option will vest with respect to thirty-three
and one-third percent (33 1⁄3%) of the shares subject to the Option on the first anniversary of the grant date of the Option.
The remaining sixty-six and two-thirds percent (66 2⁄3%) of the shares subject to the Option will vest in twenty-four (24)
substantially equal monthly installments thereafter. In each case, the vesting of the
Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum
term of the Option will be ten (10) years, subject to earlier termination upon the termination of the Executive’s employment
with the Company, a change in control of the Company and similar events. The Option shall be intended as an “incentive stock
option” under Section 422 of the Internal Revenue Code, as amended (the “Code”), subject to the terms
and conditions of Section 422 of the Code (including, without limitation, the Code limitation on the number of options that may
become exercisable in any given year and still qualify as such an incentive stock option). The Option shall be granted under a
long-term incentive plan to be adopted by the Company and submitted for approval by the Company’s stockholders, and shall
be subject to such further terms and conditions as set forth in the Company’s standard form of award agreement for stock
options granted under the plan.



 


		4.	Benefits.



 


		4.1	Retirement, Welfare and Fringe Benefits. During the
Period of Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs,
and fringe benefit plans and programs, made available by the Company to the Company’s employees generally, in accordance
with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.
If at any time the Company does not maintain a health insurance plan for its employees in the United States, the Company shall
reimburse the Executive for obtaining his own health insurance for himself and his wife.



 


		4.2	Reimbursement of Business Expenses. The Executive
is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and
shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in
connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement
policies and any pre-approval policies in effect from time to time. The Executive agrees to promptly submit and document any reimbursable
expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses.



 






    	4



    	 



    

 


		4.3	Vacation and Other Leave. During the Period of Employment,
the Executive’s annual rate of vacation accrual shall be four (4) weeks per year,
with such vacation to accrue and be subject to the Company’s vacation policies in effect from time to time, including any
policy which may limit vacation accruals and/or limit the amount of accrued but unused vacation to carry over from year to year.
The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.



 


		5.	Termination.



 


		5.1	Termination by the Company. The Executive’s
employment by the Company, and the Period of Employment, may be terminated at any time by the Company: (i) with Cause, or (ii)
with no less than ninety (90) days advance written notice to the Executive (such notice to be delivered in accordance with Section
18), without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good
faith that the Executive has a Disability.



 


		5.2	Termination by the Executive.  The Executive’s
employment by the Company, and the Period of Employment, may be terminated by the Executive with no less than thirty (30) days
advance written notice to the Company (such notice to be delivered in accordance with Section 18); provided, however, that in the
case of a termination for Good Reason, the Executive may provide immediate written notice of termination once the applicable cure
period (as contemplated by the definition of Good Reason) has lapsed if the Company has not reasonably cured the circumstances
that gave rise to the basis for the Good Reason termination.



 


		5.3	Benefits upon Termination. If the Executive’s
employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon
or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company
terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or
provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or
benefits except as follows:



 


(a)The Company shall pay the Executive
(or, in the event of his death, the Executive’s estate) any Accrued Obligations;


 


(b)If, during the Period of Employment,
the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than
due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be entitled
to the following benefits:


 


(i)The Company shall pay the
Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal
to the sum of (x) twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance
Date, plus (y) two (2) times the Executive’s target Incentive Bonus for the fiscal year of the Company in which the
Severance Date occurs, plus two (2) times the Executive’s Revenue Bonus, if any, for the fiscal year of the Company
immediately preceding the fiscal year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance
Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in equal monthly installments
(rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable
on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service.


 






    	5



    	 



    

 


(ii)The Company will pay or
reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable,
the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive
elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this
clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the
Executive’s Separation from Service occurs and shall cease with continuation coverage for the six month (6th)
month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first
to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future
employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise
under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage,
he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation
coverage enrollment procedures the Company may then have in place


 








(iii)The Company shall promptly
pay to the Executive any Incentive Bonus or Revenue Bonus that would otherwise be paid to the Executive had his employment by the
Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid
(such payment to be made at the time bonuses for the fiscal year are paid to the Company’s executives generally).


 


(iv)As
to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely
on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of
such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued
for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration
provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the
Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to
be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s
employment with the Company will be deemed to have continued for twelve (12) months after the Severance Date. Notwithstanding the
foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based
award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance
Date.


 






    	6



    	 



    

 


(v)As to any such vested stock
options, the Company shall promptly, at the election of the Executive, (i) issue to the Executive in consideration of the cancellation
of such stock options and, without the payment by the Executive of any additional consideration, a number of shares of the Company’s
common stock computed using the following formula:


 


                                               
X =  Y (A-B)


 


                                                           
A


 


Where:  X =  The number
of shares of the Company’s common stock to be issued to the Executive pursuant to this clause;


 


Y =  The aggregate number
of shares of the Company’s common stock that are issuable upon exercise of such stock options;


 


A =  The fair market value
of one share of the Company’s common stock on the Severance Date; and


 


B =  The option exercise
price (as adjusted to the Severance Date).


 


or (ii) pay to the Executive in
cash an amount equal to the fair market value of the shares of the Company’s common stock that are issuable pursuant to clause
(i) above. For purposes of this subparagraph (v), the “fair market value” of one share of the Company’s common
stock as of a particular date shall be determined as follows:  (i) if traded on a securities exchange or through an interdealer
quotation system such as the OTC Bulletin Board, the value shall be deemed to be the average of the closing sale prices of the
Company’s common stock on such exchange or quotation system over the ten (10) day period ending on the trading day immediately
preceding the Severance Date; or (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing sale
price over the ten (10) day period ending on the trading day immediately preceding the Severance Date.  If there is no reported
sale price for the Company’s common stock the fair market value of the Company’s common stock shall be the value as
determined in good faith by the Board of Directors of the Company.


 


(c)In the event of the death of
Executive during the Period of Employment, in addition to any other benefits or entitlements herein provided for, the legal representative
of Executive shall be entitled to the compensation provided for in Section 3 above for one year plus the month in which death shall
have occurred, at the rate being paid at the time of death, and the Period of Employment shall be deemed to have ended as of the
close of business on the first anniversary of the last day of the month in which death shall have occurred, which payments shall
be payable promptly and without prejudice to any payments due in respect of Executive’s death. The Company shall cause to
be obtained and maintain a Two Million Dollar ($2,000,000) fully-paid whole life insurance policy insuring the life of the Executive.
Such policy shall be maintained on a Equity Split Dollar basis for the entire term of employment and upon the cessation of employment,
for a period of ten years thereafter at a maximum cost of no more than $20,000 per year.


 


(d)In the event of the Total Disability
of Executive during the Period of Employment, the Period of Employment shall be deemed to have ended as of the close of business
on the day the Executive shall first be considered to have a Total Disability and in lieu of the compensation payable to the Executive
pursuant to Section 3 above, the Executive shall thereafter be entitled to 90% of the compensation provided for in Section 3 above,
at the rate and in the manner being paid at the time of the commencement of Total Disability, (i) for the period of such Disability
or (ii) until death or (iii) until the Executive becomes 75 years of age or (iv) for a period of 15 years, whichever of the events
shall first occur. The Company shall obtain insurance policies at an annual cost of no more than $20,000 per year to cover the
disability of Executive, provided, however, that the failure so to do for any reason shall not mitigate the Company’s obligation
to pay such compensation to the Executive.  The amount of any payments due under this paragraph (d) may be reduced by any
payments which the Executive shall have received for the same period because of disability under any disability or pension plan
of the Company or any subsidiary or affiliate thereof.


 






    	7



    	 



    

 


(e)If during the Period of Employment
the Executive shall become temporarily, or intermittently, disabled through illness or accident from performing his duties hereunder,
he shall be entitled to a leave of absence from his employment duties for the period of such temporary or intermittent disability,
not to exceed 180 days in any twelve-month period. The Executive’s full compensation and status as an employee shall continue
during any such temporary or intermittent disability and leaves of absence.


 


(f)During any period of leave
of absence occasioned by illness or injury, Executive will submit to such physical examinations as may reasonably be requested
by the Board of Directors and shall authorize release to the Board of Directors of copies of all hospital or other medical reports
concerning Executive’s illness, injury, and course and progress of treatment.


 


(g)Notwithstanding the foregoing
provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and
after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive
will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance
Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), 5.3(c),5.3(d), 5.3(e) or 5.3(f) above or any payment
required pursuant to Section 5.8 below, or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii).


 


(h)The foregoing provisions of
this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group
insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights
under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the
terms of the Company’s 401(k) plan (if any).


 


		5.4	Certain Defined Terms.



 


		(a)	As
used herein, “Accrued Obligations” means:



 


		(i)	any Base Salary that had accrued but had not been paid
on or before the Severance Date;



 


		(ii)	any accrued but unused vacation as of the Severance Date;
and



 


		(iii)	any reimbursement due to the Executive pursuant to Section
4.2 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the
extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.



 






    	8



    	 



    

 


(b)As used herein, “Affiliate”
of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the Company. As used in this definition, the term “control,” including the correlative
terms “controlling,” “controlled by” and “under common control with,” means the possession,
directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities
or any partnership or other ownership interest, by contract or otherwise) of a Person.


 


(c)As used herein, “Cause” shall
mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board) based on the information
then known to it, that one or more of the following has occurred:


 


(i)the Executive is convicted
of, pled guilty or pled nolo contendere to a felony (under the laws of the United States or any relevant state, or a similar
crime or offense under the applicable laws of any relevant foreign jurisdiction);


 


(ii)the Executive has engaged
in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties hereunder;


 


(iii)the Executive willfully
fails to perform or uphold his duties under this Agreement and/or willfully fails to comply with reasonable directives of the Board;
or


 


(iv)a breach by the Executive
of any other provision of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company
or any of its Affiliates.


 


		(d)	As used herein, “Change in Control Event”
shall mean



 


(i)The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), other than the Executive, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 30% of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition
directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any affiliate of the Company or a successor, (D) any acquisition by any entity pursuant
to a transaction that complies with Sections (iii)(1), (2) and (3) of this definition below, (E) any acquisition by a Person described
in and satisfying the conditions of Rule 13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a Person who is
the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the Outstanding Company
Common Stock and/or the Outstanding Company Voting Securities on the Effective Date (or an affiliate, heir, descendant, or related
party of or to such Person);


 






    	9



    	 



    

 


(ii)Individuals who, as of the Effective Date,
constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent
Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member
and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board;


 


(iii)Consummation of a reorganization, merger,
statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a
sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another
entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following
such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “Parent”))
in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from
such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from
such Business Combination or Parent) beneficially owns, directly or indirectly, more than 30% of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding
voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination,
and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination
or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board
providing for such Business Combination; or


 






    	10



    	 



    

 


(iv)Approval by the stockholders of the Company
of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a Change
in Control Event under clause (iii) above.


 


(e)As used herein, “Disability”
shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform
the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship
on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which
case that longer period would apply.


 


(f)As used herein, “Good Reason”
shall mean the occurrence (without the Executive’s consent) of any one or more of the following conditions:


 


(i) a material diminution in
the Executive’s rate of Base Salary or bonus opportunities;


 


(ii)a material diminution in
the Executive’s authority, duties or responsibilities;


 


(iii)a material change in the
geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall a relocation
of such office to a new location that is not more than thirty (30) miles from the current location of the Company’s executive
offices constitute a “material change”);


 


(iv)the failure of the Board
to nominate the Executive as a member of the Board or of the stockholders of the Company to elect the Executive as a member of
the Board, or the failure of the Board to appoint the Executive to any executive or management committees of the Board; or


 


(v)a material breach by the
Company of this Agreement;


 


provided, however, that any such condition or conditions,
as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition
claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered
in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such
written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the
Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred and twenty
(120) days following the initial existence of the condition claimed to constitute Good Reason.


 


(g)As used herein, the term “Person”
shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.


 


(h)As used herein, a “Separation
from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company
that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without
regard to the optional alternative definitions available thereunder.


 






    	11



    	 



    

 


(i)As used herein, the term “Total
Disability” shall be defined by any long-term disability policy obtained by the Company under which the Executive is
covered,  otherwise, “Total Disability” shall mean an illness or accident occurring during the Period of
Employment that prevents the Executive from resuming performance of his duties under this Agreement after a leave of absence of
18 consecutive months, during which period Executive shall receive 100% of his compensation.


 


		5.5.	Notice of Termination. Any termination of the Executive’s employment under this
Agreement shall be communicated by written notice of termination from the terminating party to the other party. This notice of
termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this Agreement relied
upon in effecting the termination.



 


		5.6	Limitation on Benefits. 



 


(a)Notwithstanding
anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement
and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits
are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”)
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Benefits shall
be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a
larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the
Executive received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”).
Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited
Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax,
penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating those payments
or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning
with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice
given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement
or agreement governing the Executive’s rights and entitlements to any benefits or compensation.


 


(b)A determination as to whether the Benefits shall
be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made
by the Company’s independent public accountants or another certified public accounting firm of national reputation designated
by the Company (the “Accounting Firm”) at the Company’s expense. The Accounting Firm shall provide its
determination (the “Determination”), together with detailed supporting calculations and documentation to the
Company and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable,
or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits
may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect
to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will
be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business
days of the delivery of the Determination to the Executive that he disputes such Determination, the Determination shall be binding,
final and conclusive upon the Company and the Executive.


 






    	12



    	 



    

 


		5.7	No
                                         Obligation to Mitigate Damages.   If, during the Period of Employment,
                                         the Executive’s employment with the Company terminates as a result of a termination
                                         by the Company without Cause (other than due to the Executive’s death or Disability)
                                         or a resignation by the Executive for Good Reason, the Executive shall have no obligation
                                         to mitigate damages by seeking other employment, nor shall the Executive be required
                                         to accept a position of less dignity and importance or of substantially different character
                                         and salary than the highest position theretofore held by him with the Company or a position
                                         that would call upon him to breach any of his obligations under Section 6 hereof. 
                                         However, if following such employment the Executive does receive compensation, benefits
                                         and service credit for benefits from any other employment, the payments to be made and
                                         the benefits and service credit for benefits to be provided by the Company  shall
                                         be correspondingly reduced. Such reduction shall, in the event of any question, be determined
                                         jointly by the firm of certified public accountants regularly employed by the Company
                                         and a firm of certified public accountants selected by the Executive, in each case upon
                                         the advice of actuaries to the extent the certified public accountants consider necessary,
                                         and, in the event such two firms of accountants are unable to agree on a resolution of
                                         the question, such reduction shall be determined by an independent firm of certified
                                         public accountants selected jointly by both firms of accountants.



 


		6.	Protective Covenants.



 


		6.1	Confidential Information; Inventions. 



 


(a)           
The Executive shall not disclose or use at any time, either during the Period of Employment
or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such
information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s
performance in good faith of duties for the Company. The Executive will take all appropriate steps to safeguard Confidential Information
in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company
at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work
Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or
have under his control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other
legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as
possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company
and such counsel in resisting or otherwise responding to such process.


 






    	13



    	 



    

 


(b)          
As used in this Agreement, the term “Confidential Information” means information
that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business,
including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any
predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the
Company (or such predecessors), including business, marketing and mergers and acquisitions plans and strategies, (ii) products
or services (including product road maps and strategies), (iii) fees, costs and pricing structures, (iv) designs, (v)
analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications
and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business
methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether
or not reduced to practice, (xii) suppliers, customers and clients, as well as supplier, customer or client lists, preferences
and/or contracts and contract terms, (xiii) other copyrightable works, (xiv) all production methods, processes, technology
and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include
any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally
available to the public prior to the date the Executive proposes to disclose or use such information. Confidential Information
will not be deemed to have been published merely because individual portions of the information have been separately published,
but only if all material features comprising such information have been published in combination.


 


(c)           
As used in this Agreement, the term “Work Product” means all inventions,
innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports,
service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable,
registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’s or any of its Affiliates’
actual or anticipated business, research and development or existing or future products or services and which are conceived, developed
or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company
or any of its Affiliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including
those conceived, developed or made prior to the Effective Date) together with all patent applications, letters patent, trademark,
trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any
of the foregoing. All Work Product that the Executive may have discovered, invented or originated during his employment by the
Company or any of its Affiliates prior to the Effective Date, that he may discover, invent or originate during the Period of Employment
or at any time in the period of twelve (12) months after the Severance Date, shall be the exclusive property of the Company and
its Affiliates, as applicable, and Executive hereby assigns all of Executive’s right, title and interest in and to such Work
Product to the Company or its applicable Affiliate, including all intellectual property rights therein. Executive shall promptly
disclose all Work Product to the Company, shall execute at the request of the Company any assignments or other documents the Company
may deem necessary to protect or perfect its (or any of its Affiliates’, as applicable) rights therein, and shall assist
the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s (or any of its Affiliates’,
as applicable) rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments
or other documents deemed necessary by the Company to protect or perfect the Company, the Company’s (and any of its Affiliates’,
as applicable) rights to any Work Product. 


 






    	14



    	 



    

 


		6.2	Restriction on Competition. The Executive agrees that if the Executive were to become
employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve
(12) month period following the Severance Date, it would be very difficult for the Executive not to rely on or use the Company’s
and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s
and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information
and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and
for a period of twelve (12) months after the Severance Date, the Executive will not directly or indirectly through any other Person
engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation,
management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through
any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest
in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct
or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise.
For purposes of this Agreement, “Competing Business” means a Person anywhere in the world where the Company
and its Affiliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted
Area”) that at any time during the Period of Employment has competed, or any and time during the twelve (12) month period
following the Severance Date competes, with the Company or any of its Affiliates in any business related to [describe
business]. Nothing herein shall prohibit the Executive from being a passive owner of not
more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active
participation in the business of such corporation.



 


		6.3	Non-Solicitation of Employees and Consultants. During the Period of Employment and for a period of twelve (12)
months after the Severance Date, the Executive will not directly or indirectly through any other Person induce or attempt to induce
any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable,
of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the
one hand, and any employee or independent contractor thereof, on the other hand.



 


		6.4	Non-Interference with Customers. During the Period of Employment and for a period of twelve (12) months after
the Severance Date, the Executive will not, directly or indirectly through any other Person, use any of the Company’s trade
secrets to influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants,
agents, or partners of the Company or any Affiliate of the Company to divert their business away from the Company or such Affiliate,
and the Executive will not otherwise use the Company’s trade secrets to interfere with, disrupt or attempt to disrupt the
business relationships, contractual or otherwise, between the Company or any Affiliate of the Company, on the one hand, and any
of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers, employees, consultants,
managers, partners, members or investors, on the other hand.



 






    	15



    	 



    

 


		6.5	Cooperation. Following the Executive’s last day of employment by the Company, the Executive shall
reasonably cooperate with the Company and its Affiliates in connection with: (a) any internal or governmental investigation or
administrative, regulatory, arbitral or judicial proceeding involving the Company and any Affiliates with respect to matters relating
to the Executive’s employment with or service as a member of the Board or the board of directors of any Affiliate (collectively,
“Litigation”); or (b) any audit of the financial statements of the Company or any Affiliate with respect to
the period of time when the Executive was employed by the Company or any Affiliate (“Audit”). The Executive
acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself available to the Company
or any Affiliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations,
and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing
at the request of the Company or any Affiliate to give testimony without requiring service of a subpoena or other legal process;
(iii) volunteering to the Company or any Affiliate pertinent information related to any Litigation or Audit; (iv) providing information
and legal representations to the auditors of the Company or any Affiliate, in a form and within a time frame requested by the Board,
with respect to the Company’s or any Affiliate’s opening balance sheet valuation of intangibles and financial statements
for the period in which the Executive was employed by the Company or any Affiliate; and (v) turning over to the Company or any
Affiliate any documents relevant to any Litigation or Audit that are or may come into the Executive’s possession. The Company
shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section
6.5, including lodging and meals, upon the Executive’s submission of receipts. If, due to an actual or potential conflict
of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this
Section 6.5, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemnification rights
of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such
separate counsel.



 


		6.6	Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company
and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its
Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning
the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and
extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section
6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its
Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.



 


Without limiting the generality of the Executive’s
agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive
Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the
length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its
Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue
in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to
receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability
to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes
that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise
provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education,
skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that
the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.


 






    	16



    	 



    

 


		6.7	Enforcement. The Executive agrees that the Executive’s services are unique and that he has access to Confidential
Information and Work Product. Accordingly, without limiting the generality of Section 17, the Executive agrees that a breach by
the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be
difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy
for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this
Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under
this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without
posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6, or require the
Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits
derived from or received as a result of any transactions constituting a breach of this Section 6 if and when final judgment of
a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive. The Executive further agrees
that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to
the foregoing provisions of this Section 6, such period of time shall be extended by the same amount of time that Executive is
in breach of any Restrictive Covenant.



 


		7.	Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company
may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to
this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any
applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability
that may arise with respect to the compensation provided under or pursuant to this Agreement.



 


		8.	Successors and Assigns.



 


(a)This Agreement is personal to the Executive
and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.


 


(b)This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
“Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes
and agrees to perform this Agreement by operation of law or otherwise.


 


		9.	Number and Gender; Examples. Where the context requires, the singular shall include
the plural, the plural shall include the singular, and any gender shall include all other genders. Where specific language is used
to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it relates.



 






    	17



    	 



    

 


		10.	Section Headings. The section headings of, and titles of paragraphs and subparagraphs
contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they
to be used in the construction or interpretation thereof.



 


		11.	Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the state of New York, without giving effect to any choice of law or conflicting provision or rule (whether of the
state of New York or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of New York
to be applied. In furtherance of the foregoing, the internal law of the state of New York
will control the interpretation and construction of this Agreement, even if under such jurisdiction’s
choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.



 


		12.	Severability. It is the desire and intent of the parties hereto that the provisions
of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction
in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent
jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any
party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall
be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore,
in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid
and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the
foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to
be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.



 


		13.	Entire Agreement. This Agreement embodies the entire agreement of the parties hereto
respecting the matters within its scope. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto
that directly or indirectly bears upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals
or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent
inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no
force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with
respect to the subject matter hereof, except as expressly set forth herein. 



 


		14.	Modifications. This Agreement may not be amended, modified or changed (in whole or
in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by
both of the parties hereto.



 


		15.	Waiver. Neither the failure nor any delay on the part of a party to exercise any right,
remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.



 






    	18



    	 



    

 


		16.	Arbitration. Except as provided in Sections 6.6 and 17, Executive and the Company
agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged
breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s
employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in New
York, New York, before a sole arbitrator (the “Arbitrator”) selected from
the American Arbitration Association, as the exclusive forum for the resolution of such dispute; provided, however, that provisional
injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings
are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined
by the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems
just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration,
the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s
award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto
and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any
rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection
with any matter whatsoever arising out of or in any way connected with this Agreement or Executive’s employment. The parties
agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s
fee, but that each party shall bear its own attorneys fees and other expenses.



 


		17.	Remedies. Each of the parties
to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto
shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision
of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion
apply to any court of law or equity of competent jurisdiction for provisional injunctive or equitable relief and/or other appropriate
equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this
Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any
such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against
either party.



 


		18.	Notices. Any notice provided for in this Agreement must be in writing and must be
either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested)
or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other
address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.
Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier,
five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.



 






    	19



    	 



    

 


if to the Company:


 


Huayue Electronics Inc.


51 Huilingxi Road


Zhouhuizheng, Wujin District


Changzhou Jiangsu Province


P.R. China 213002


Attention: Pan Shudong, Chief Executive
Officer


 





if to the Executive, to the address
most recently on file in the payroll records of the Company.


 


		19.	Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute
one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts
may be used in lieu of the originals for any purpose.



 


		20.	Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges
and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting,
negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed
against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that
he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior
to entering into this Agreement and has had ample opportunity to do so.



 


		21.	Section 409A.



 


(a)It is intended that any amounts payable under
this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other
published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of
any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and
interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the
nearest extent reasonably possible) the intended benefit payable to the Executive.


 


(b)If the Executive is a “specified employee”
within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service,
the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the date
which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s
death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax,
penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six (6) month
period following the Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid
(without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after
the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days,
after the date of the Executive’s death).


 






    	20



    	 



    

 


(c)To the extent that any benefits pursuant to
Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the
Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable
year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to such provisions
are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive
receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any
other taxable year.


 


[Remainder of Page Left Intentionally
Blank]


 


  




    	21



    	 



    

 


IN WITNESS WHEREOF, the Company and
the Executive have executed this Agreement as of the Effective Date.


 





	 	“COMPANY”	 
	 	 	 	 
	 	Huayue Electronics
    Inc.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	By:	/s/
    Pan Shudong	 
	 	Name:



	Pan Shudong	 
	 	Title:



	Chairman of the Board	 
	 	 	 	 
	 	“EXECUTIVE”	 
	 	/s/
    Isaac H. Sutton	 
	 	Isaac H. Sutton	 










 



    	22