voluntarily terminates his employment without Good Reason then the Company shall have nofurther liability to Executive for any payment, compensation or benefit whatsoever, other thanpayment of Executive’s accrued but unpaid salary and benefits through the date of Executive’stermination. If the Company voluntarily terminates Executive’s employment without Cause (as setforth in Section 5.D. hereof) or Executive terminates his employment for Good Reason (as set forthin Section 5.E.), and subject to Executive’s compliance with Section 6 of this Agreement and withthe Proprietary Agreement, then Executive shall be entitled to a severance payments and benefits asdescribed in Section 6 of this Agreement.          **B. By Death.**Executive’s employment shall be terminated automatically upon the death ofExecutive. The Company’s total liability in such event shall be limited to payment of Executive’saccrued but unpaid salary and benefits through the date of Executive’s death.          **C. By Disability.**The Company may terminate Executive’s employment upon the inability ofExecutive to perform on a full-time basis the duties and responsibilities of his employment withthe Company by reason of his illness or other physical or mental impairment or condition, if suchinability continues for an uninterrupted period of 90 days. A period of inability shall be“uninterrupted” unless and until Executive returns to full-time work for a continuous period of atleast 30 days. The Company shall have no liability for severance pay or benefits following thedate of Executive’s termination of employment, other than payment of Executive’s accrued but unpaidsalary and benefits through the date of Executive’s termination AND ANY RIGHTS EXECUTIVE HAS TODISABILITY INSURANCE BENEFITS UNDER APPLICABLE LAW OR THE COMPANY’S SHORT OR LONG TERM DISABILITYINSURANCE POLICIES AS IN EFFECT AT THE TIME OF TERMINATION.          **D. For Cause.**The employment relationship between Executive and the Company created hereundershall automatically and immediately terminate upon the occurrence of any one of the followingevents:               **(i) **the conviction of Executive of a felony;               **(ii) **the gross negligence or willful misconduct of Executive which is reasonably determined bythe Board to be injurious to the business or interests of the Company;               **(iii) **Executive’s willful violation of specific and lawful directions of the Board, whichpersists for a period of 5 days after notice is given of such willful violation;               **(iv) **excessive absenteeism of Executive which persists for a period of 30 days after the Boardhas given the Executive notice of such absenteeism;               **(v) **material failure of Executive to perform or observe the provisions of this Agreement withthe Company which persists for a period of 30 days after notice is given of such failure to performor observe;               **(vi) **failure to cooperate with the Company in any investigation or formal proceeding; or
 

 
               **(vii) **any act of fraud with respect to any aspect of the Company’s business where such act isreasonably determined by the Board to be injurious to the business of the Company.          **E. Good Reason.**Executive’s voluntary resignation of his employment under this Agreement willbe considered to be with “Good Reason” if, following the occurrence of one or more of the eventslisted below, Executive (1) provides written notice to the Board of the event(s) constituting GoodReason within thirty (30) days after the first occurrence of such event(s), (2) the Company failsto reasonably cure such event(s) within thirty (30) days after receiving such notice, and (3)Executive’s termination of his employment is effective not later than thirty (30) days after theend of the period in which the Board may cure the event(s). The following events will give rise toGood Reason, unless Executive has consented thereto in writing:               **(i) **A material reduction or diminution in the Executive’s job responsibilities or duties;provided, however, that neither a mere change in title alone nor reassignment to a position that issubstantially similar to the position held prior to the reassignment shall constitute Good Reason(including but not limited to, following a Change in Control, performing substantially the sameduties with respect to substantially the same size and scope of organization, but whichorganization is part of a larger organization);               **(ii) **A material reduction by the Company of Executive’s Base Salary as in effect on the dateof this Agreement (as set forth on Schedule 2 hereof) or as same may be increased from time to timethereafter; provided, however, that a reduction of Base Salary in connection with a similar generalreduction of the base salaries of the Company’s executive employees shall not constitute GoodReason;               **(iii) **The relocation of Executive’s primary work location, on a permanent basis, to an officethat would increase the Executive’s one way commute distance by more than seventy-five (75) milesfrom Executive’s primary work location as of immediately prior to such change; or               **(iv) **any acquirer, successor or assignee of the Company fails to assume and perform, in allmaterial respects, the obligations of the Company hereunder.     **6. Severance.**          **A. **If the Company voluntarily terminates Executive’s employment without Cause (and other thanas a result of Executive’s death or disability (as defined above)) or if Executive resigns hisemployment with Good Reason, then subject to the effectiveness of Executive’s executed generalwaiver and release of claims in favor of the Company and its affiliates (in substantially the formattached hereto as Schedule 4), and provided Executive complies with his continuing obligations tothe Company (including but not limited to those in the Proprietary Agreement), Executive shall beentitled to receive:               **(i) **a lump sum payment equal to four (4) months of his Base Salary, less applicablewithholdings (the “***Cash Severance***”);
 

 
               **(ii) **if Executive was enrolled in a group health plan (*e.g*., medical, dental, or vision plan)sponsored by the Company immediately prior to termination, and if Executive (or his eligibledependents) timely elects to continue such coverage under the Consolidated Omnibus BudgetReconciliation Act of 1985 (together with any state law of similar effect, “***COBRA***”), the Companywill pay to the insurance carrier(s) the full amount of the premiums due for Executive and hiseligible dependents for the first four (4) months of such coverage under COBRA (or until suchearlier time as Executive and/or his eligible dependents are no longer eligible for COBRAcoverage); and               **(iii) **if the termination occurs on, within three (3) months prior to, or eighteen (18) monthsfollowing, a Change in Control (as defined below), 100% of Executive’s then-outstanding andunvested compensatory equity awards (in addition to any acceleration provided for pursuant to thestock options to purchase 50,000 shares granted on March 28, 2007 and 70,000 shares granted onMarch 28, 2007) pursuant to the Company’s 2002 Stock Option Plan, as amended (the “***Prior StockOption Grants***”)) shall become immediately fully vested and, as applicable, exercisable, effectiveas of immediately prior to the termination of Executive’s employment.               Executive must execute the release of claims within forty-five (45) days following the date oftermination, and allow the release to become effective in accordance with its terms. If therelease becomes effective within such time period, and subject to Executive’s observation of hiscontinuing obligations, the Company will pay the Cash Severance on the first regular payroll paydate following the effective date of the release.          **B. **If the Company (or, if applicable, the successor entity thereto) determines that theseseverance payments and benefits (the “***Payments***”) constitute “deferred compensation” under Section409A of the Internal Revenue Code (together, with any state law of similar effect, “***Section 409A***”)and Executive is a “specified employee” of the Company or any successor entity thereto, as suchterm is defined in Section 409A(a)(2)(B)(i) (a “***Specified Employee***”), then, solely to the extentnecessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, thetiming of the Payments shall be delayed as follows: on the earliest to occur of (i) the date thatis six months and one day after the termination date, (ii) the date of the Eligible Employee’sdeath, or (iii) such earlier date, as reasonably determined in good faith by the Company (or anysuccessor entity thereto), as would not result in any of the Payments being subject to adversepersonal tax consequences under Section 409A (such earliest date, the “***Delayed Initial PaymentDate***”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive alump sum amount equal to the sum of the Payments that Executive would otherwise have receivedthrough the Delayed Initial Payment Date if the commencement of the payment of the Payments had notbeen delayed pursuant to this Section 6(B) and (B) commence paying the balance of the Payments inaccordance with the applicable payment schedules set forth in Section 6(A) above. For theavoidance of doubt, it is intended that (1) each installment of the Payments provided in Section6(A) above is a separate “payment” for purposes of Section 409A, (2) all Payments satisfy, to thegreatest extent possible, the exemptions from the application of Section 409A provided under ofTreasury Regulation 1.409A-1(b)(4)-(6), and 1.409A-1(b)(9)(iii), and (3) the Payments consisting ofCOBRA premiums also satisfy, to the greatest extent possible, the exemptions from the applicationof Section 409A provided under Treasury Regulation 1.409A-1(b)(9)(v).
 

 
          **C. Golden Parachute Tax.**               **(i) **If any payment or benefit (including payments and benefits pursuant to this Agreement)that Executive would receive in connection with a Change in Control from the Company or otherwise(“***Transaction Payment***”) would (a) constitute a “parachute payment” within the meaning of Section280G of the Internal Revenue Code of 1986, as amended (the “***Code***”), and (b) but for this sentence,be subject to the excise tax imposed by Section 4999 of the Code (the “***Excise Tax***”), then theCompany shall cause to be determined, before any amounts of the Transaction Payment are paid toExecutive, which of the following two alternative forms of payment would maximize Executive’safter-tax proceeds: (1) payment in full of the entire amount of the Transaction Payment (a “***FullPayment***”), or (2) payment of only a part of the Transaction Payment so that Executive receives thelargest payment possible without the imposition of the Excise Tax (a “***Reduced Payment***”), whicheveramount results in Executive’s receipt, on an after-tax basis, of the greater amount of theTransaction Payment notwithstanding that all or some portion of the Transaction Payment may besubject to the Excise Tax. For purposes of determining whether to make a Full Payment or a ReducedPayment, the Company shall cause to be taken into account all applicable federal, state and localincome and employment taxes and the Excise Tax (all computed at the highest applicable marginalrate, net of the maximum reduction in federal income taxes which could be obtained from a deductionof such state and local taxes). If a Reduced Payment is made, (x) the Transaction Payment shall bepaid only to the extent permitted under the Reduced Payment alternative, and Executive shall haveno rights to any additional payments and/or benefits constituting the Transaction Payment, and (y)reduction in payments and/or benefits shall occur in the following order: (1) reduction of othercash payments (if any); (2) cancellation of accelerated vesting of equity awards other than stockoptions; (3) cancellation of accelerated vesting of stock options; and (4) reduction of otherbenefits (if any) paid to Executive. In the event that acceleration of compensation fromExecutive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in thereverse order of the date of grant.               **(ii) **The independent registered public accounting firm engaged by the Company for generalaudit purposes as of the day prior to the effective date of the Change in Control shall make alldeterminations required to be made under this Section 6(C). If the independent registered publicaccounting firm so engaged by the Company is serving as accountant or auditor for the individual,entity or group effecting the Change in Control, the Company shall appoint a nationally recognizedindependent registered public accounting firm to make the determinations required hereunder. TheCompany shall bear all expenses with respect to the determinations by such independent registeredpublic accounting firm required to be made hereunder.               **(iii) **The independent registered public accounting firm engaged to make the determinationshereunder shall provide its calculations, together with detailed supporting documentation, to theCompany and Executive within fifteen (15) calendar days after the date on which Executive’s rightto a Transaction Payment is triggered (if requested at that time by the Company or Executive) orsuch other time as reasonably requested by the Company or Executive. If the independent registeredpublic accounting firm determines that no Excise Tax is payable with respect to the TransactionPayment, either before or after the application of the Reduced Amount, it shall furnish the Companyand Executive with an opinion reasonably
 

 
acceptable to Executive that no Excise Tax will be imposed with respect to such TransactionPayment. Any good faith determinations of the accounting firm made hereunder shall be final,binding and conclusive upon the Company and Executive.          **D. Change in Control**. For purposes of this Section 6, “***Change in Control***” means theoccurrence, in a single transaction or in a series of related transactions, of any one or more ofthe following events:               **(i) **any Exchange Act Person (as defined in the Company’s 2007 Equity Incentive Plan) becomesthe owner, directly or indirectly, of securities of the Company representing more than fiftypercent (50%) of the combined voting power of the Company’s then outstanding securities other thanby virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, aChange in Control shall not be deemed to occur (a) on account of the acquisition of securities ofthe Company by an investor, any affiliate thereof or any other Exchange Act Person from the Companyin a transaction or series of related transactions the primary purpose of which is to obtainfinancing for the Company through the issuance of equity securities or (b) solely because the levelof ownership held by any Exchange Act Person (the “***Subject Person***”) exceeds the designatedpercentage threshold of the outstanding voting securities as a result of a repurchase or otheracquisition of voting securities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of this sentence) as a result of theacquisition of voting securities by the Company, and after such share acquisition, the SubjectPerson becomes the owner of any additional voting securities that, assuming the repurchase or otheracquisition had not occurred, increases the percentage of the then outstanding voting securitiesowned by the Subject Person over the designated percentage threshold, then a Change in Controlshall be deemed to occur;               **(ii) **there is consummated a merger, consolidation or similar transaction involving (directlyor indirectly) the Company and, immediately after the consummation of such merger, consolidation orsimilar transaction, the stockholders of the Company immediately prior thereto do not own, directlyor indirectly, either (a) outstanding voting securities representing more than fifty percent (50%)of the combined outstanding voting power of the surviving entity in such merger, consolidation orsimilar transaction or (b) more than fifty percent (50%) of the combined outstanding voting powerof the parent of the surviving entity in such merger, consolidation or similar transaction, in eachcase in substantially the same proportions as their ownership of the outstanding voting securitiesof the Company immediately prior to such transaction;               **(iii) **there is consummated a sale, lease, exclusive license or other disposition of all orsubstantially all of the consolidated assets of the Company and its subsidiaries, other than asale, lease, license or other disposition of all or substantially all of the consolidated assets ofthe Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined votingpower of the voting securities of which are owned by stockholders of the Company in substantiallythe same proportions as their ownership of the outstanding voting securities of the Companyimmediately prior to such sale, lease, license or other disposition; or
 

 
               **(iv) **over a twelve month period, individuals who, on the Effective Date, are members of theBoard (the “***Incumbent Board***”) cease for any reason to constitute at least a majority of the membersof the Board; provided, however*,*that if the appointment or election (or nomination for election)of any new Board member was approved or recommended by a majority vote of the members of theIncumbent Board then still in office, such new member shall, for purposes of the Plan, beconsidered as a member of the Incumbent Board.               For avoidance of doubt, the term Change in Control shall not include a sale of assets, mergeror other transaction effected exclusively for the purpose of changing the domicile of the Company.     **7. Remedies.**Each of the parties to this Agreement will be entitled to enforce its rightsunder this Agreement specifically, to recover damages by reason of any breach of any provision ofthis Agreement and to exercise all other rights existing in its favor. The parties hereto agreeand acknowledge that money damages may not be an adequate remedy for any breach of the provisionsof this Agreement and that any party may in its sole discretion apply to any court of law or equityof competent jurisdiction in accordance with Section 13 for injunctive relief in order to enforceor prevent any violations of the provisions of this Agreement.     **8. Attorney Fees.**If any arbitration proceeding or action at law or in equity, including anyaction for declaratory or injunctive relief, is brought which arises out of this Agreement or thetermination of Executive’s employment, or which seeks to enforce or interpret this Agreement or toseek damages for its breach, the prevailing party shall be entitled to recover reasonable attorneyfees from the non-prevailing party, which fees may be set by the court or arbitrator in the trialof such action, or may be enforced in a separate action brought for that purpose, and which feesshall be in addition to any other relief which may be awarded.     **9. Assignment.**This Agreement is personal to Executive and may not be assigned in any way byExecutive without the prior written consent of the Company. This Agreement shall not be assignableor delegable by the Company. Any attempted assignment by Executive or the Company shall be void.Notwithstanding the preceding two sentences, this Agreement may be assigned or delegated by theCompany to any parent company, subsidiary, successor or affiliate (where such affiliate is at least51% owned by the Company) of the Company. The rights and, obligations under this Agreement shallinure to the benefit of and shall be binding upon the heirs, legatees, administrators and personalrepresentatives of Executive and upon the successors, affiliates, representatives and assigns ofthe Company.     **10. Severability and Reformation.**The parties hereto intend all provisions of this Agreementto be enforced to the fullest extent permitted by law, and are intended to be limited to the extentnecessary so that they will not render this Agreement illegal, invalid, or unenforceable underpresent or future law. If any provision of this Agreement or any application thereof shall be heldto be invalid, illegal or unenforceable, the validity, legality and enforceability of suchprovision shall be fully severable, and this Agreement shall be construed and enforced as if suchillegal, invalid, or unenforceable provision were never a part hereof and the remaining provisionsshall remain in full force and effect and shall not be affected by the illegal, invalid, orunenforceable provision or by its severance.
 

 
     **11. Notices.**All notices and other communications required or permitted to be given hereundershall be in writing and shall be deemed to have been duly given if delivered personally, mailed bycertified mail (return receipt requested) or sent by overnight delivery service, cable, telegram,facsimile transmission or telex to the parties at the following addresses or at such otheraddresses as shall be specified by the parties by like notice:If to the Company:7625 Smetana Lane