employment is terminated earlier pursuant to Section 5 below (the “**Term**”). The Term may be extended by writtenagreement of the Parties.3. Compensation.     (a) Base Compensation. Your base compensation shall be $91,667.67 per month (whichwould equal $1.1 million dollars on an annualized basis), less applicable taxes and withholdings,payable in accordance with the Company’s regular payroll practices in effect from time to time(such compensation, as increased pursuant to and in accordance with the following sentence, “**BaseCompensation**”). The Company shall review your Base Compensation annually and may increase in itsdiscretion, but may not decrease, your Base Compensation.     (b) Bonus Compensation. You will be eligible to receive an annual bonus as determinedby the Board in its sole discretion.     (c) Business Expenses. The Company shall pay or reimburse you for all ordinary andreasonable business-related expenses you incur in the performance of your duties under thisAgreement. The Company will reimburse you for all such expenses upon the presentation by you of anitemized account of such expenditures, together with supporting receipts and other appropriatedocumentation. The Company shall reimburse you for your reasonable legal fees and expensesincurred in the preparation of this Agreement. As to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable yearshall not affect the expenses eligible for reimbursement in another taxableyear, and (ii) any reimbursement of such expenses shall be made no later thanthe end of the calendar year following the calendar year in which the relatedexpenses were incurred, except, in each case, to the extent that the right toreimbursement does not provide for a “deferral ofcompensation” within themeaning of Section 409A.     (d) Withholding. All payments under Sections 3(a) and 3(b) above shall be reduced bythe amount of withholdings that are required to be made by law.4. Employee Benefits.     You shall be eligible to participate in all employee benefit programs that the Company mayprovide to employees at your level subject to the terms of such programs, which may include, butare not limited to benefits such as health insurance plans, paid holidays, vacation, and 401(k),subject in each case to the generally applicable terms and conditions of any such plan or programin question and to the determinations of any person or committee administering any such plan orprogram. The Company may modify or terminate any such benefit or program at any time.5. Termination of Employment.     Upon the date your employment with the Company ends for any reason (the “**Termination Date**”),except as otherwise provided herein or under the specific terms and provisions of any written plan,arrangement or agreement with the Company, you will not be eligible for further compensation,benefits or other perquisites under Sections 3 and 4 of this Agreement, other than those that havealready accrued or vested as of the Termination Date,such payment of a pro rata share of your Base Compensation through your Termination Date andpayment for any accrued, unused vacation as of your Termination Date. Unless the Company requestsotherwise, when your employment ends for any reason, you shall be deemed to have resigned as of theTermination Date from all positions you hold with the Company or any Affiliate or based on youremployment with the Company. Termination of your employment may occur under any of the followingcircumstances:Initial:                     
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     (a) Expiration of Term. Your employment will terminate if the Term provided for underSection 2 expires without written agreement of the Parties to continue your employment; or     (b) Termination of Employment by the Company. The Company has the right to terminateyour employment at any time with or without Cause. If the Company terminates your employment forCause, it will give you written notice of the specific provision of this Agreement relied upon forCause. For all purposes under this Agreement, (“**Cause**”) shall mean: (i) your willful failure to substantially perform your duties underthis Agreement that continues for more than thirty (30) days after the Companysends written notice to you specifying in reasonable detail your claimedfailure;  (ii) an act or omission by you constituting gross misconduct orfraud;  (iii) your conviction or entry of a plea other than “non-guilty” toa crime involving moral turpitude or to a felony;  (iv) your ineligibility to serve as employee, officer or director ofthe Company pursuant to Section 9 of the Investment Company Act of 1940, asamended;  (v) your willful failure to comply with a lawful, writteninstruction of the Board of Directors that you fail to remedy within five (5)days after the Company sends you notice of such failure; or  (vi) a breach of your duty of loyalty to the Company that results insubstantial harm to the Company and is not remedied within thirty (30) daysafter the Company gives written notice to you describing in reasonable detailthe conduct that constituted such a breach.If the Company gives the initial notice of a failure under Section 5(b)(i) or a breach under5(b)(vi), the Company may in its discretion specify in such notice that during the thirty (30) dayperiod after such notice you shall have no authority to bind the Company.or     (c) Death or Disability. Your employment shall be deemed to have been terminated byyou upon your (i) death or (ii) inability to perform your duties under this Agreement, evenwith reasonable accommodation, for more than twenty-six (26) weeks, whether or not consecutive, inany twelve-month period (“**Disability**”). Termination will be effective upon the occurrence of suchevent.or     (d) Resignation by You. You have the right to resign your employment with the Companyat any time with or without Good Reason after having given the Company thirty (30) days writtennotice. The Company may in its sole discretion place you on paid administrative leave as of anydate prior to the end of such thirty (30) day notice period and request that you no longerInitial:                     
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bepresent on Company premises. During any period of paid administrative leave, you will not beauthorized to act as a representative, or make any statements on behalf of, the Company.     Before you can resign for Good Reason, you must give the Company written notice that youintend to resign for Good Reason and of the facts and circumstances you believe constitute GoodReason. If the Company fails to cure within thirty (30) days, your employment will end at the endof that thirty (30) day period. For purposes of this Agreement, “**Good Reason**” shall mean thatwithin the sixty (60) days prior to your notice of intent to resign for Good Reason there has been(i) a material breach by the Company of this Agreement, including without limitation any materialreduction in your Base Compensation or benefits and any failure by the Company to maintain itsdirectors’ and officers’ liability coverage (but excluding any other reduction in benefitsapplicable to all employees); or (ii) without your consent, your office has been relocated to alocation more than 40 miles from your current office location; or (iii) your duties orresponsibilities have been materially reduced.6. Severance Payments.     (a) If (i) your employment under this Agreement ends under Section 5(b) without Cause, Section5(c) for death or Disability or Section 5(d) for Good Reason, and (ii) you or your authorized legalrepresentative release any claims you or your heirs may have against the Company, its predecessors,successors, parents, portfolio companies or affiliates or any of their then current or formershareholders, officers, directors, agents, legal representatives, or employees in a form (andconsistent with the time limits in such form) substantially similar to Attachment A to thisAgreement, but as such form may be modified within seven (7) days after the Termination Date by theCompany as necessary for such release to be legally effective on the date it is signed, you shallreceive the severance payments specified below in this Section 6 depending upon the particularSection of this Agreement under which your employment ended (“**Severance Payments**”). Any suchSeverance Payments shall be made in a lump sum on the first business day following the expirationof six months after the Termination Date. You shall not be eligible to receive any severancepayments from the Company other than those provided under this Agreement. All such SeverancePayments shall be reduced by the amount of withholdings that are required to be made by law.     (b) Subject to Section 6(a), if your employment ends under Section 5(b) without Cause orSection 5(d) for Good Reason, you shall receive a payment equal to the sum of (y) three times (3x)the “**Fiscal Year Average**” and (z) $1,000,000. The Fiscal Year Average shallbe determined by dividing by three (3) an amount equal to the sum of all Base and BonusCompensation that was paid to you during the Company’s three (3) fiscal years prior to the year inwhich your employment ends for any reason listed in Section 6(a)(i) above.     (c) Subject to Section 6(a), if your employment ends under Section 5(c) for death orDisability, you shall receive a payment equal the sum of (y) one time (1x) the “**Fiscal YearAverage**” and (z) $1,000,000.     (d) If you receive a payment under Sections 6(b) or (c), to assist you in obtainingpost-termination health and welfare benefits, you also shall receive a payment of $49,500.Initial:                     
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     (e) You shall not be required to mitigate the amount of any Severance Payments made under thisSection 6, nor shall any such payment be reduced by any earnings or benefits that you may receivefrom any other source.     (f) If all the conditions for your receipt of Severance Payments in accordance with thisSection 6 have been met and you become eligible for Severance Payments, the Company’s obligation tomake such payment shall be absolute and unconditional and shall not be subject to offset,counterclaim, recoupment, or defense by the Company, except a defense that no such payment is dueas a result of a material breach by you of a material obligation under this Agreement. If adispute arises with respect to the enforcement of your rights under this Section 6, or if any legalor arbitration proceeding shall be brought in to enforce or interpret this Section 6, you shall beentitled to reimbursement for any reasonable attorney’s fees and necessary costs and disbursementsincurred as a result of such dispute unless, as a result of such legal or arbitration proceeding,it is affirmatively determined in a final and non-appealable judgment or determination that youinstituted such legal or arbitration proceeding in bad faith or that your claims were frivolous.     (g) To the extent required in order to avoid accelerated taxation and/or tax penalties underSection 409A, you shall not be considered to have terminated employment with the Company forpurposes of the Agreement until you would be considered to have incurred a “separation fromservice” from the Company within the meaning of Section 409A and, for the purposes of determiningthe timing of payment, termination of employment shall not be considered to occur until you haveincurred such a “separation from service.”     (h) If any provision of this Agreement would cause you to incur any additional tax or interestunder Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, theCompany shall reform such provision; provided that the Company shall: (i) maintain, to the maximumextent practicable, the original intent of the applicable provision without violating theprovisions of Section 409A of the Code, and (ii) notify and consult with you regarding suchamendments or modifications prior to the effective date of any such change.7. Return of Property.     Upon termination of your employment with the Company for any reason, you agree to immediatelyreturn to the Company all equipment, credit cards and other property belonging to the Company.This includes all documents and other information prepared by you or on your behalf or provided toyou in connection with performing your duties for the Company, regardless of the form in which suchdocuments or information were created or are maintained or stored, including computer, typed,written, imaged, audio, video, micro-fiche, digital, audio, electronic or any other means ofrecording or storing documents or other information. You may retain a copy of any documentsdescribing any rights or obligations you may have after the Termination Date under any employeebenefit plan or other agreements.8. Confidential Information.     (a) Except as specifically provided below, you shall not disclose or use at any time, eitherduring or after the Term, any Confidential Information (defined below) of the Company, its parents,subsidiaries, portfolio companies, predecessors, successors or affiliates (collectively “**theCompanies**”), whether patentable or not, that you learn as a result of your service to the Companiesin any capacity, whether or not you developed such information. For purposes of this Agreement,"**Confidential Information**” shall mean the Companies’ and their customers’ or business partners’trade secrets or proprietary information and shall include information regarding either theCompanies’ or their customers’ or business partners’:Initial:                     
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 **•** existing and prospective investments;  **•** financing information and sources;  **•** patent applications, developmental or experimental work, formulas, test data,prototypes, models, and product specifications;  **•** financial information;  **•** financial projections and pro forma financial information;  **•** sales and marketing strategies, plans and programs and product developmentinformation;  **•** members’, employees’ and consultants’ benefits, perquisites, salaries, stockoptions, compensation, formulas or bonuses, and their non-business addresses andtelephone numbers; and  **•** business plans.     (b) Information that is or later becomes publicly available in a manner wholly unrelated toany breach of this Agreement by you will not be considered Confidential Information as of the dateit enters the public domain. If you are uncertain whether something is Confidential Informationyou should treat it as Confidential Information until you receive clarification from the Board thatit is not Confidential Information.     (c) Confidential Information shall remain at all times the property of the Company. You mayuse or disclose Confidential Information only: (i) during your employment with the Company as authorized by theCompany or as reasonably necessary in providing service to the Company in anycapacity; or  (ii) with the prior written consent of the Chairman; or  (iii) in a legal proceeding between you and the Company to establishthe rights of either party under this Agreement, provided that you stipulate toa reasonable protective order to prevent any unnecessary use or disclosure; or  (iv) subject to a compulsory legal process that requires disclosureof such information provided that, to the extent legally permitted, you havecomplied with the following procedures to ensure that the Company has anadequate opportunity to protect its legal interests in preventing disclosure.Upon receipt of a subpoena that could possibly require disclosure ofConfidential Information, you shall provide (i) notice to the Company by emailof having received such compulsory process within 24 hours after receiving itand (ii) by hand a copy of the compulsory process and complete informationregarding the circumstances under which you received it to the Company by handdelivery within forty-eight (48) hours after receiving it. You shall not makeany disclosure until the latest possible date for making such disclosure inaccordance with the compulsory process (“**Latest Possible Date**”). If theCompany seeks to prevent disclosure in accordance with any applicable legalprocedures, and provides you with notice beforeInitial:                     
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   the Latest Possible Date thatit has initiated such procedures, you shall not make disclosures of anyConfidential Information that is the subject of such procedures until suchobjections are withdrawn or ruled on. The Company will indemnify and hold youharmless from any damages resulting directly from your compliance with therequirement in the proceeding sentence.     (d) You hereby acknowledge that any breach of this Section 8 would cause the Companyirreparable harm. In the event of a breach or threatened breach of this Section 8, the Companyshall be entitled to injunctive relief enforcing this Section 8 without bond. If any part of thisSection 8 is found to be overbroad, the Parties authorize the court to reform this Section toprovide the maximum protection for the Company that is legally permitted and to enforce it asreformed.9. Non-Disparagement.(a) Except for statements (i) authorized by the Company, (ii) made in the course of or inconnection with your employment with a reasonable good faith belief that such statement isconsistent with your duty of loyalty to the Company, or (iii) after compliance with Section8(c)(iv), legally required by a subpoena or legal summons, you agree that both during the Term andat all times thereafter: (1) you shall not, directly or indirectly, in any manner or formmake any statement about the Companies or any of their directors, officers,employees, agents or representatives to any media outlet (including withoutlimitation any television, radio, newspaper, chat board or website); and  (2) you shall not, directly or indirectly, in any manner or formmake any disparaging or derogatory statements to any one about the Companies orany of their directors, officers, employees, agents or representatives.     (b) When your employment ends for any reason, the Company shall instruct those individuals whoare at that time members of the Board and your direct reports to not make any disparaging orderogatory statements about you to any one outside the Company, except for statements made in goodfaith that are required by law or necessary to fulfill the legal obligations of any company orentity with which such individuals are affiliated.     You hereby acknowledge that any breach of this Section 9 would cause the Company irreparableharm. In the event of a breach or threatened breach of this Section 9, the Company shall beentitled to injunctive relief enforcing this Section 9 without bond. If any part of this Section 9is found to be overbroad, the Parties authorize the court to reform this Section 9 to provide themaximum protection for the Company that is legally permitted and to enforce this Section 9 asreformed.10. Non-Solicitation.     You and the Company agree that one of the Company’s most valuable assets is the people whoprovide services to the Company. For two (2) years from the Termination Date, you shall not,Initial:                     
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directly or indirectly, individually or as part of or on behalf of any other person, company,employer or other entity, hire or attempt to solicit for hire, any Covered Person, without theChairman’s prior written consent. “**Covered Person**” shall mean any person who has (i) providedservices to the Company at any time during the six (6) months before the Termination Date and (ii)the date on which they ceased to provide such services was less than three months prior to anyconduct prohibited the first sentence of this Section 10. If any Covered Person accepts work withany person, company, employer or other entity of which you are an officer, director, employee,partner, shareholder (other than of less than 5% of the stock in a publicly traded company) orjoint venturer, it shall be presumed that the Covered Person was hired in violation of thisprovision (“**Presumption**”). This Presumption may be overcome by your showing by a preponderance ofthe evidence that you were not directly or indirectly involved in soliciting or encouraging theCovered Person to cease to provide services to the Company. You shall give written notice to anyperson or entity to which you provide services within two (2) years of the Termination Date of theterms of your obligations under this Section 10. You shall provide such written notice with a copyto the Company on or before the first day of providing such services. Such notice must contain thename and address of the person or entity to which you are providing services. You herebyacknowledge that any breach of this Section 10 would cause the Company irreparable harm. TheParties agree that any breach or threatened breach of this Section 10 shall entitle the Company toinjunctive relief enforcing this Section 10 without bond. If any part of this Section 10 is foundto be overbroad, the Parties authorize the court to reform this provision to provide the maximumprotection for the Company that is legally permitted and to enforce it as reformed.11. Cooperation with Legal Proceedings.     During the Term and at all times thereafter, you agree to reasonably cooperate with theCompany or any of its affiliated entities in pursuing or defending any claims or actions now inexistence or which may be brought in the future against or on behalf of the Company, which relateto events or occurrences that transpired while you were providing services to theCompany. Your reasonable cooperation in connection with such claims or actions shall include, butnot be limited to, being available to meet with counsel to prepare for discovery or trial and toact as a witness on behalf of the Company. You also agree to reasonably cooperate with the Companyin connection with any investigation or review by the Company or any federal, state, or localregulatory authority that relates to events while you were providing services to the Company. Youunderstand that in any legal action, investigation, or review covered by this Section 11 that theCompany expects you to provide only accurate and truthful information or testimony. The Companyshall reimburse all costs and expenses reasonably incurred by you in connection with yourcompliance with this Section 11.12. Intellectual Property.     You acknowledge that all inventions, innovations, improvements, developments, methods,designs, analyses, drawings, concepts reports, original works of authorship, copyrights(“**Intellectual Property**”) and all similar or related information or materials (whether or notpatentable or copyrightable) belong to the Company provided that they (1) relate to the Company orits or any affiliate’s actual or demonstrably anticipated business, research and development orexisting or future products or services and (2) are conceived, developed or are made by you,individually or with others, while you are serving the Company in any capacity (“**Work Product**”).Initial:                     
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To the maximum extent permissible under law, you hereby assign all the rights to any such WorkProduct to the Company and agree to execute any document necessary to achieve such assignment andensure that the Company has all rights to such Work Product. You have attached a list of anyIntellectual Property you have created or in which you have any right, title or interest as of thedate you sign this Agreement. If no list is attached, it shall mean that there is no suchIntellectual Property. The Parties agree that any breach or threatened breach of this Section 12shall entitle the Company to injunctive relief enforcing this Section 12 without bond. If any partof this Section 12 is found to be overbroad, the Parties authorize the court to reform thisprovision to provide the maximum protection for the Company that is legally permitted and toenforce it as reformed.13. Miscellaneous Provisions.     (a) Notices. Unless otherwise provided herein, any notice or other information to beprovided to the Company will be delivered by hand to the Chairman, or sent by overnight deliverywith acknowledgement of receipt requested, to:Chairman of the Compensation