Exhibit 10.1


 





EMPLOYMENT AGREEMENT


 


This Employment Agreement (“Agreement”) is effective
as of July 6, 2012 (“Effective Date”), by and between Timothy Steele ("Employee”) and EdgeWave, Inc., a Delaware
corporation (“Employer” and/or “Company”), located at 15333 Avenue of Science, San Diego, CA 92128.


 


W I T N E S S E T H :


 


WHEREAS, Employer
desires to retain the services of Employee and Employee desires to be employed by Employer upon the terms and conditions hereinafter
set forth;


 


NOW, THEREFORE, In consideration of the
premises and the agreements, provisions and covenants herein contained, Employee and Employer agree as follows:


 


 


		1)	Services; Title. Employee shall be employed as SVP of Worldwide Sales (the “Title”) and shall fully
and faithfully perform such services as Employer shall reasonably request to be performed (the "Services"). The position
shall report directly to the President. Employee's Title and responsibilities shall be subject to change by Employer at
any time.



 


		2)	Compensation, Benefits and Reviews. Subject to all the other terms of this Agreement, in connection with Employee's
performance of the Services, Employer shall:



 


		a.	Pay Employee's salary by check or direct deposit twice per month in equal installments in accordance
with Employer's regular salary payment schedule, which shall be paid at the rate of $7,916.67 (before deductions made at Employee's
request, if any, and for deductions required by federal, state and local law) semi-monthly.



 


		b.	Pay Employee a monthly commission on sales based on the terms and conditions set forth in a then current
Sales Variable (Commission) Compensation plan (the “Plan”) established by the board of directors or a committee of
the board of directors, as such Plan may be amended by the board of directors, or its committee, from time to time. Attached hereto
as Exhibit C is the current Plan for Q3 2012- Q4 2013.



 


		c.	Subject to Employer’s board of directors’ approval, Employee will be granted 250,000 stock
options (the “Grant”). The Grant will vest over a four (4) year period with one quarter (1/4) vesting on the first
anniversary of the date of the grant and the remainder three quarters (3/4) vesting over the remaining three (3) years on a monthly
basis thereafter (such shares to vest on the first day of each month thereafter until such shares are vested in full). The stock
options’ exercise price will be priced at the closing share price on the date of grant and will be subject to Employee first
signing Employer’s form stock option agreement. The Grant shall be governed by EdgeWave’s 2010 Employee, Director and
Consultant Equity Incentive Plan, as may be amended from time to time (or at the discretion of Employer, under a similar plan or
outside of a stock option or restricted share plan). In the event of a Change of Control (as defined below) or resignation for
“good reason (defined below) then subject to You signing a general release of all claims agreement in substantially the same
form attached hereto as Exhibit B, any unvested options will accelerate by 50% and vest immediately upon the later date of the
Change of Control or your resignation for “Good Reason” and the date the Release Agreement is signed and becomes effective.


	 	 	 



		d.	Grant Employee the option to participate in the benefit plans offered by Employer to all of its employees
from time to time, including without limitation, insurance plans, 401(k) and other savings plans, short and long term disability
insurance, Section 125 (cafeteria) and similar pre-tax expense plans, holidays, PTO- Personal Time Off, etc., which may be amended
from time to time in Employer’s discretion.



 


 






    	1



    	 	



    
 


		e.	Participate in health insurance for Employee and Employee’s dependents, and such other benefits
as Employer shall determine to provide to all of its employees from time to time.



 


		f.	Reimburse Employee for all reasonable travel, meals, lodging, communications, entertainment and other
business expenses incurred by Employee in the normal course of business in compliance with Employer’s policies in effect
at the time.



 


		g.	Reimburse Employee for hotel, rental car, airfare, and other travel related expenses incurred for
travel to and from home for the first 90 days of employment, not to exceed $5,500 per month. Reimbursement will be in compliance
with Employer’s policies in effect at the time. If Employee terminates within 12 months from the use of this monthly
benefit the reimbursement will be recoverable by EdgeWave.



 


		h.	Reimburse Employee for reasonable relocation expenses up to $25,000, for which receipts must be provided.
If Employee terminates within 12 months from the use of this relocation expense (the date the Employee is reimbursed for the relocation)
the reimbursement will be 100% recoverable to EdgeWave from Employee.



 


		i.	Grant Employee three (3) weeks PTO with pay for each twelve-month period, to be taken at times
agreed with Employer. Unused PTO shall accrue according to the Employer’s PTO policy, as may be amended from time to time.



 


 


		3)	At-Will Employment and Termination.



 


a)    At-Will
Employment. Employee’s employment shall be on an “at-will” basis and not for any specific time period. “At
will” employment means that Employee may quit at any time for any reason. Likewise, Employer may terminate Employee’s
employment at any time for any reason. Employer does not guarantee or promise any form of notice, warning, corrective action or
progressive discipline before termination. The “at will” nature of Employee’s employment with Employer may not
be changed except by a written contract signed by Employee and the Chief Executive Officer of Employer.


 


b)    Definition of Resignation
for “Good Reason”


 


			Resignation for “Good Reason” means the occurrence, without the Employee’s consent, of any of the events
or circumstances set forth below in connection with a Change of Control:



 


		1.	A material and continuing diminution of the Employee’s duties, responsibilities, and level of authority of position as
compared to such duties, responsibilities, and level of authority on the Effective Date;
	 	2.	A material reduction in the compensation set forth in Section 2 of this agreement;






		3.	A required relocation of farther than 50 miles from the current corporate headquarters at the time of the Change of Control.



 






    	2



    	 	



    
 


		c)	Definition of Change of Control: For purposes of this agreement, means a change in the ownership or control of the Company
affected through any one of the following transactions:



		1.	A merger or consolidation approved by the Company’s stockholders in which securities possessing more than eighty percent
(80%) of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those
securities immediately prior to such transaction;



		2.	Any stockholder-approved sale, transfer, or other disposition of all or substantially all of the Company’s assets in
a complete liquidation or dissolution of the Company; or



		3.	The acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by or is under common control with the Company) of beneficial ownership (within
the meaning of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended) of securities possessing more than eighty percent
(80%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made
directly to the Company’s Stockholders.



 


		d)	Conditions to Effectiveness. This Agreement shall become effective upon receipt by Employer of all of the following,
each in form and substance satisfactory to Employer; (i) Employer and Employee shall have duly executed this Agreement and delivered
this Agreement to Employer, (ii) the successful completion by Employer of background and credit checks, which Employee hereby authorize,
(iii) verification of Employee’s eligibility to work in the United States, for which process Employee will be asked to complete
an I-9 form and to provide the identification documents required by that form, and (iv) the consent by Employer’s Board of
Directors’ of the terms of this Agreement.



 


		4.	Termination Certificate. Upon the termination of Employee's engagement under this Agreement, for any reason whatsoever,
Employee agrees to sign, date and deliver to Employer a "Termination Certificate" in the form of Exhibit A, and
to deliver and take all other action necessary to transfer promptly to Employer all records, materials, equipment, drawings, documents
and data of any nature pertaining to any invention, trade secret or confidential information of Employer or to Employee's engagement,
and Employee will not take with Employee any documents containing or pertaining to any confidential information, knowledge or data
of Employer that Employee may produce or obtain during the course of Employee's engagement under this Agreement. This Paragraph
4 shall survive indefinitely any termination of this Agreement or Employee's employment.



 


		5.	Nondisclosure. Employee agrees to keep confidential and not to disclose or make any use of (except for the benefit of
Employer), at any time, either during or after Employee’s engagement under this Agreement, any trade secrets, confidential
information, knowledge, data or other information of Employer relating to products, processes, know-how, designs, formulas, test
data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matters pertaining to
any business or future business of Employer or any of its clients, customers, Employees, licensees or affiliates, which Employee
may produce, obtain or otherwise acquire or become aware of during the course of Employee’s engagement under this Agreement.
Employee further agrees not to deliver, reproduce or in any way allow any such trade secrets, confidential information, knowledge,
data or other information, or any documentation relating thereto, to be delivered or used by any third party without specific direction
or consent of a duly authorized officer of Employer. This Paragraph 5 shall survive indefinitely any termination of this Agreement
or Employee's employment.



 


		6.	Work for Hire; Ownership of Intellectual Property. Employee understands and agrees that all of Employee’s work
and the results there arising out of or in connection with the work performed for Employer, whether made solely by Employee or
jointly with others, during the period of Employee's employment by Employer, that relate in any manner to the actual or anticipated
business, work, activities, research or development of Employer or its affiliates, or that result from or are suggested by any
task assigned to Employee or any activity performed by Employee on behalf of Employer, shall be the sole property of the Employer,
and, to the extent necessary to ensure that all such property shall belong solely to the Employer, Employee by Employee’s
execution of this Agreement transfers to the Employer any and all right and interest Employee may possess in such intellectual
property and other assets created in connection with Employee’s employment by Employer, and that may be acquired by Employee
during the term of this Agreement from any source that relates, directly or indirectly, to Employer's business and future business.
Employee also agrees to take any and all actions requested by Employer to preserve Employer's rights with respect to any of the
foregoing. This Paragraph 6 shall survive indefinitely any termination of this Agreement or Employee's employment.







    	3



    	 	



    
 


 


		7.	No Partnership; Not Assignable by Employee. This Agreement is between Employee and Employer, as at-will employer, and
shall not form or be deemed to form a partnership or joint venture. Employer’s rights, benefits, duties and obligations under
this Agreement shall inure to its successors and assigns. Employee's rights, obligations and duties under this Agreement are personal
to Employee and may not be assigned.



 


		8.	Trade Secrets of Others: Employee represents that Employee’s performance of all the terms of this Agreement and
as the Employer’s Employee does not, and will not breach any agreement to keep in confidence any proprietary information,
knowledge or data acquired by Employee in confidence or in trust before Employee’s engagement under this Agreement, and Employee
will not disclose to Employer or induce Employer to use any confidential or proprietary information or material belonging to any
other person or entity. Employee agrees not to enter into any agreement, either written or oral, in conflict with this Paragraph
8.



 


		9.	Employee's Representations and Warranties. Employee represents, promises, understands and agrees that: (i) Employee
is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with
any person or entity that will, does, or could conflict with or interfere with Employee's full and faithful performance of this
Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services
or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee
has or may hereafter acquire or create in connection with his/her employment with Employer; (iii) Employee shall not use any material
or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by
a party other than Employer or that would or could infringe the rights of any other party; (iv) Employee shall not use in the course
of Employee’s performance under this Agreement, and shall not disclose to Employer, any confidential information belonging,
in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS “AT WILL” EMPLOYMENT AGREEMENT,
AND HAS REVIEWED THIS AGREEMENT IN DETAIL BEFORE AGREEING TO EACH AND ALL OF THE PROVISIONS; was allowed adequate opportunity to
seek legal counsel before signing this Agreement; and (vii) no statement, representation, promise, or inducement has been made
to Employee, in connection with the terms of this Agreement, except as expressly set forth in this Agreement.



 


		10.	Governing Law; Arbitration. This Agreement shall be subject to and construed in accordance with the laws of the State
of California, and without giving effect to conflicts of laws principles. In the event of any dispute in connection with the Services,
Employee’s employment or termination thereof, relationship with the Employer, or this Agreement (or any other agreement)
that cannot be resolved privately between the parties, resolution shall be through binding arbitration conducted in the County
of San Diego, California. Any arbitration shall be conducted in accordance with the provisions of the California Code of Civil
Procedure, Part 3, Title 9 (commencing with Section 1280). Employer will pay the cost of arbitration. The arbitration process shall
be in compliance with any laws or rules then in effect for employment arbitration agreements at the time of a demand for arbitration. The parties may obtain discovery in aid of the arbitration
in accordance with California Code of Civil Procedure Section 1283.05. Nothing contained in this paragraph 10 shall limit either
party’s right to seek temporary restraining orders or injunctive or other equitable relief in the Superior Court of California
in connection with this Agreement. EMPLOYEE UNDERSTANDS THAT BY AGREEING TO ARBITRATION IN THE EVENT OF A DISPUTE BETWEEN
EMPLOYER AND EMPLOYEE, EMPLOYEE AND EMPLOYER BOTH EXPRESSLY WAIVE THEIR RIGHT TO REQUEST A TRIAL BY JURY IN A COURT OF LAW. This
Paragraph 10 shall survive indefinitely any termination of this Agreement or Employee's employment.



			



 


 






    	4



    	 	



    
 


		11.	Entire Agreement; Modification; Waiver; Construction Generally. This Agreement constitutes the entire agreement between
Employer and Employee relating to Employee’s employment with Employer, and supersedes all previous agreements, whether oral
or written. No provision of this Agreement shall be construed strictly against any party, including, without limitation, the drafter.
Neither this Agreement nor any provision may be amended, waived or modified in any way other than by a writing executed by the
party against whom such amendment, waiver or modification would be enforced. No failure to exercise, and no delay in exercising
with respect to any right shall operate as a waiver. A waiver by any party of a breach of any provision shall not be deemed a waiver
of any later breach. The exercise of any right or remedy by either party (or by its successor), whether pursuant to this Agreement,
to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. The
headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and shall not be used in the
construction of any provision of this Agreement. Words in the singular shall include the plural, and vice versa. All references
to the masculine or feminine shall mean all genders.



 


		12.	Assignment. Employee acknowledges and agrees that this Agreement, and Employee’s rights and obligations hereunder,
may be assigned by Employer to any affiliate, subsidiary or parent company of Employer.



 


 


 


EMPLOYER:


 


EdgeWave, Inc., a Delaware corporation


 


By:  /s/ David D. Maquera


 


Print Name: David D. Maquera


 


Its: (title) President


 


Date:July
6, 2012


 


 


EMPLOYEE:


 


By: /s/ Timothy Steele


 


Print Name: Timothy Steele


 





Date:July
3, 2012


 


 


 



    	5



    	 	



    



Exhibit
A


 


TERMINATION CERTIFICATE


 


 


This is to certify that undersigned does not have
in the undersigned’s possession, nor has undersigned failed to return, any customer information, records, files, programs,
documents, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or copies of them, or
other documents or materials, equipment, or other property or asset belonging to EdgeWave, Inc. (“Employer”), its successors
and assigns.


 


Undersigned further certifies that undersigned has
fully complied with, and will continue to comply with, all the terms of the Employment Agreement dated as of July __, 2012 between
Employer and the undersigned (the “Agreement").


 


Undersigned further agrees that, in compliance with
the Agreement, undersigned will preserve as confidential any and all trade secrets, confidential information, knowledge, data or
other information of Employer relating to products, processes, know-how, designs, formulas, test data, customer lists, business
plans, marketing plans and strategies, pricing strategies or other subject matters pertaining to any business of Employer or any
of its clients, customers, Employees, licensees or affiliates, that Employee produced, obtained or otherwise acquired or became
aware of during the course of Employee’s engagement under the Agreement.


 


 


EMPLOYEE:


 


 


 


_______________________________


Timothy Steele


 


 


 


Date: __________________________


 


 






    	6



    	 	



    
 


Exhibit
B


GENERAL RELEASE OF ALL CLAIMS


 


 


This General Release of All Claims Agreement
(“Agreement”) is entered into between Timothy Steele (“Employee”) and EdgeWave, Inc., and all related holding,
parent or subsidiary entities and their affiliates, directors, officers, representatives, agents, principals, partners and employees,
stockholders, predecessors and successors and/or assigns, insurers, and attorneys (all collectively referred to as “Employer”).
(Employee and Employer are hereinafter collectively referred to as “the Parties”).


 


1. Termination of Employment. Employee’s
employment with Employer is terminated effective ___________ (“ the termination date”).


 


2. Severance. In consideration of
and in return for the promises contained in this Agreement, and as full and final compensation to Employee for all services as
an employee:


 


a. any unvested options will accelerate by 50% and
vest immediately upon the date of the Change of Control or the date of Your resignation for Good Reason.


 


b. Employer warrants and Employee
acknowledges that the agreements described under this Paragraph 2 constitute full compensation of any and all claims of every nature
and kind arising out of or relating in any way to Employee’s employment by Employer or the termination thereof, benefits
owed, or any other claims as outlined below.


 


3. Employee’s Release of All Claims
Against Employer.


 


a. In consideration of the above
described acceleration of vesting, and for other good and valuable consideration, Employee agrees that employment with Employer
has terminated as of the termination date, and that Employee has received full payment of all wages, vacation accrued but not used,
and any and all other sums due as a result of such employment by Employer. In further consideration of and in return for the promises
and covenants undertaken herein, Employee does hereby unconditionally, irrevocably and absolutely release and discharge Employer
and all related holding, parent or subsidiary entities and their affiliates, directors, officers, representatives, agents, principals,
partners and employees, stockholders, predecessors and successors and/or assigns, insurers, and attorneys from any and all liability,
claims, demands, causes of action, or suits of any type, whether in law and/or in equity, known or unknown, related directly or
indirectly or in any way connected with any transaction, affairs or occurrences between them to date, including, but not limited
to, Employee’s employment with Employer and the termination of said Employment. This Agreement shall include but not be limited
to a release of claims arising under any state or federal statute or common law regulating or affecting employment, including Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Equal Pay Act, Age Discrimination in Employment Act,
the Fair Labor Standards Act, federal and state wage and hour laws including, without limitation, the California Labor Code, California
Government Code Sections 12940 et seq., any applicable California Industrial Wage Orders, all as amended, all claims for breach
of contract, employment discrimination, sexual harassment, wages, severance, overtime compensation, vacation, torts, fraud, and/or
claims any other local, state or federal law, rule, or regulation relating to or affecting Employee’s employment by Employer,
except any claim for unemployment insurance or worker’s compensation.






    	7



    	 	



    
 


 


b. In further consideration of
the above described acceleration of vesting, and for other good and valuable consideration, Employee irrevocably and absolutely
agrees that he will not prosecute nor allow to be prosecuted on her behalf in any administrative agency, whether federal or state,
or in any court, whether federal or state, any claim or demand of any type related to the matters released above. It is the intention
of the Parties that, with the execution of this Agreement, Employer and all related holding, parent or subsidiary entities and
their affiliates, directors, officers, representatives, agents, principals, partners and employees, stockholders, predecessors
and successors and/or assigns, insurers, and attorneys will be absolutely, unconditionally and forever discharged of and from all
obligations to or on behalf of Employee related in any way to the matters released. Employee represents that he has not filed any
complaint, charges or lawsuits against Employer and all related holding, parent or subsidiary corporations (including their affiliates,
officers, directors, and employees) with any governmental agency or any court.


 


4. Left Intentionally Blank.


 


5. Unknown Claims.
Employee understands and agrees that this Agreement extends to all claims of every nature, known or unknown, suspected or unsuspected,
past or present, and that any and all rights granted to Employee under Section 1542 of the California Civil Code or any analogous
federal law or regulation are hereby expressly waived. Section 1542 provides:


 


“A
general release does not extend to claims which the creditor does not know of or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”


 


Employee certifies
that he has read this release, the quoted Civil Code section and that he fully understands this release.


 


6. Binding Effect.
This Agreement and all promises and agreements set forth in this Agreement shall be binding upon and shall inure to the benefit
of the respective parties, their legal successors, heirs, assigns, partners, representatives, agents, attorneys, officers, directors
and shareholders.


 


7. Entire Agreement.
Employee further declares and represents that no promise or representation not contained in this Agreement has been made to him
and acknowledges and represents that this Agreement contains the entire understanding between the parties and contains all terms
and conditions pertaining to the compromise and settlement of the subjects referenced in this Agreement. However, any proprietary
or trade secrets agreement or any agreement regarding ownership of intellectual property by Employer entered into previously shall
remain in full force and effect. Employee further acknowledges that the terms of this Agreement are contractual and not a mere
recital.


 


8. Left intentionally blank


 






    	8



    	 	



    
 


9. Confidential
Information and Trade Secrets. Employee acknowledges that all confidential materials, records and documents concerning Employer
that have come into Employee’s possession during his/her employment with Employer have been returned to Employer. Employee
agrees not to disclose to any person or entity, including any competitor of Employer and any future employer, any of Employer’s
trade secrets or other confidential information. Employee acknowledges all Employer’s property obtained during the course
of her employment with Employer has been returned to Employer. To the extent that Employee has entered into any Confidentiality,
Proprietary or Trade Secrets agreement or any agreement regarding ownership of intellectual property of Employer, if such Agreements
provide greater protection to Employer than this Agreement, such other Agreements shall take precedence over this Agreement.


 


10. Interpretation
and Severability. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according
to the laws of the State of California. This Agreement shall not be interpreted for or against either party hereto on the ground
that such party drafted or caused this Agreement to be drafted. If any provision of this Agreement, or part thereof, is held invalid,
void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which
may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement
are declared to be severable.


 


11. Arbitration
of Disputes. Any dispute arising out of this Agreement or Employee’s employment or termination shall be resolved by binding
arbitration in San Diego, California, pursuant to the terms of the Offer Letter, and the findings of the arbitrator shall be final
and binding upon the parties.


 


12. Attorneys’
Fees. In any dispute involving this Agreement, the prevailing party shall be entitled to attorneys’ fees and costs.


 


	 	13.	 	IF EMPLOYEE IS UNDER THE AGE OF 40, A SIGNATURE ON THIS RELEASE WILL BE IMMEDIATELY EFFECTIVE.  IF EMPLOYEE IS OVER
THE AGE OF 40, THE FOLLOWING PROVISIONS APPLY:




 


Age Discrimination in Employment Act
Release.


 


A. Employee acknowledges
Employer hereby has advised Employee in writing to discuss this Agreement with an attorney before executing it and that Employer
has provided Employee at least twenty-one (21) days within which to review and consider this Agreement before signing it.


 


B. The Parties acknowledge
and agree that Employee may revoke this Agreement for up to seven (7) calendar days following the execution of this Agreement,
and that it shall not become effective or enforceable until the revocation period has expired. The Parties further acknowledge
and agree that such a revocation must be in writing, addressed to Michel Urich, Esq., at 7668 El Camino Real, Suite 104-238, Carlsbad,
CA 92009 and received not later than 5:00 p.m. on the seventh (7th) day following execution of this Agreement by Employee. If Employee
revokes this Agreement, it shall not be effective or enforceable and Employee will not receive the monies and benefits described
above.


 


C. If Employee does
not revoke this Agreement in the time frame specified in this Paragraph 20, the Agreement shall become effective at 12:01 a.m.
on the eighth (8th) day after it is signed by Employee.






    	9



    	 	



    
 


 


I have read the foregoing
General Release of All Claims Agreement and I accept and agree to the provisions contained in this Agreement and execute it voluntarily
and with full understanding of its consequences.


 


PLEASE READ CAREFULLY, THIS AGREEMENT
CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 





	Dated: ________________, 20__	 	_____________________________
	 	 	Timothy Steele










 


 



    	10



    	 	



    



 


Exhibit C


2012/2013 Sales Variable (Commission)
Compensation Plan


Sales Variable (Commission) Compensation


The following describes the variable (commission) compensation
plan for Timothy Steele. Variable (commission) compensation will be measured, earned and paid monthly based on the following:


 


	New/Upsell/Cross	 	Q4	Q1	Q2	Q3	Q4
	Operating Plan Billing Targets (per Board approved target)	 	 $ TQ4	 $ TQ1	 $  TQ2	 $ TQ3	 $     TQ4
	 	 	 	 	 	 	 
	Variable OTE	 	 $      35,625	 $       35,625	 $       35,625	 $ 35,625	 $  35,625
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Minimum Hurdle for Quarter	80%	 N/A	0.80xTQ1	0.80xTQ2	 0.80xTQ3  	0.80xTQ4  
	 	 	 	 	 	 	 
	Quarterly Accelerator	 	 	 	 	 	 
	>= 100% additional commission on sales above plan	1%	1%	1%	1%	1%
	>= 105% additional commission on sales above plan	2%	2%	2%	2%	2%
	>= 110% additional commission on sales above plan	5%	5%	5%	5%	5%
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Qualified Billings:	New/Upsell/Cross	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Renewals	 	Q4	Q1	Q2	Q3	Q4
	Operating Plan Billing Targets (per Board approved target)	 	 $ TQ4	 $ TQ1	 $  TQ2	 $ TQ3	 $     TQ4
	 	 	 	 	 	 	 
	Variable OTE	 	 $      11,875	 $       11,875	 $       11,875	 $ 11,875	 $  11,875
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Minimum Hurdle for Quarter	80%	 N/A	0.80xTQ1	0.80xTQ2	 0.80xTQ3  	0.80xTQ4  
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Qualified Billings:	Renewals	 	 	 	 


 


 



    	11



    	 	



    



 


Variable (Commission) Compensation Payment


	No variable (commission) compensation for a Qualified Billings
category (New/Upsell/Cross or Renewal) will be paid if “net billing” for the category is below 80% of the target (except
for Q3 of 2012). Variable (commission) compensation for target of between 80% to 99.9% will be paid at that percentage rate against
Variable OTE. By way of Example, if actual is 85% of target, then variable (commission) compensation will be 85% of Variable OTE.
	Recoverable Draw: You will receive a recoverable draw from
your variable OTE for the months of July (pro-rated at 50% as long as start date does not occur after July 18, 2012), August, and
September 2012 ($15,833 per month). This recoverable draw will only be recovered by Employer if Employee terminates for any reason
(other than for “Good Cause” as described in the Agreement) within 12 months from start date. If this termination should
occur prior to 12 months from start date, the amount of the draw recovered by Employer will be less actual commissions earned from
subsequent quarter(s) after Q3 2012 and will be deducted from final wages owed which may include deductions from base pay or variable
OTE earned through date of termination.
	Except for OEM sales, Variable (commission) compensation for
“net billing” will be earned and paid monthly.
	For all OEM sales, variable (commission) compensation will
be paid in the month that the OEM partner is invoiced.
	Variable compensation will not exceed 200% of quarterly variable
OTE. If billings exceed 200% for quarter, Variable compensation is capped at $95,000.
	Variable (commission) compensation for “net billings”
that exceed the 2012 annual billing plan will be earned and paid in January 2013.
	Variable OTE shown are before deductions made at Employee's
request, if any, and for deductions required by federal, state and local law.
	Termination - In the event your employment with the Company
is terminated either voluntarily or involuntarily, variable compensation will be paid based on recognized billings through the
termination date and no future variable compensation will be paid. EdgeWave will also reserve the right to seek repayment of any
charge-backs that occur within an up to 60 days from your termination date.

 


Employment At Will


Eligibility and participation in this variable compensation
plan in no way implies or reflects any guarantee or contract of employment since the company operates on an employment-at-will
basis. Participation in this Plan does not confer any right to continued employment with the company or limit the right of the
company to terminate the Participant at any time, with or without cause.


 


Changes to the Plan


The Company reserves the right to amend, modify, make exceptions
to, or terminate this Plan at any time, but such change will be made in writing by either the CEO or President to you as far in
advance as possible of the effective date of such change.


 


 





	____________________________________________	 	_______________________________
	Signature of Acknowledgement of Plan	 	Date







 


 






    	12