ex10-3.htm


    
      

    


    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    BETWEEN

    DAIS
ANALYTIC CORPORATION

    AND

    TIMOTHY
N. TANGREDI

    


     THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of the 28th day of
July 2008 (“Effective Date”) by and between Dais Analytic Corporation, a New
York Corporation ("Company"), and Timothy N. Tangredi
("Executive").

     

    RECITALS

    


    


        WHEREAS,
Executive entered into an employment agreement with Company dated April 10, 2000
(the “April 2000 Agreement”); and

    


    WHEREAS,
the April 2000 Agreement was amended by agreements entered into by and between
the parties hereto and dated June 22, 2002, September 24, 2003 and November 3,
2003 (“Amendments”); and

    


    WHEREAS
Company and Executive desire to amend and restate the April 2000 Agreement to
incorporate the provisions of the April 2000 Agreement and the Amendments
thereto into one agreement and to reflect such further changes as hereinafter
provided; and

     

    WHEREAS,
the Executive and Company wish to continue Executive’s employment with the
Company on the terms and conditions set forth herein.

    


    NOW,
THEREFORE, in consideration of the premises and mutual promises and agreement
hereinafter set forth, it is agreed as follows:

    


    Article I –
Employment

    


    
      	
              1.1

            	
              Employment.

            	
              Company
      hereby employs Executive, and Executive hereby accepts such employment
      from Company, on the terms and conditions set forth in this
      Agreement.

            


    

    


    
      	
              1.2

            	
              Term.

            	
              Subject
      to the provisions for termination and extension as hereinafter provided,
      the term (the "Term") of this Agreement shall commence on April 10, 2000
      (the "Commencement Date") and shall continue until the third anniversary
      thereof.

            


    

     

    
      	
              1.3

            	
              
                Automatic
      Renewal. The Term shall automatically be extended on the
      second anniversary of the Commencement Date for an additional two (2)
      years, and on each subsequent anniversary of the Commencement Date
      thereafter for an additional one (1) year, unless in any such case either
      Executive or Company delivers, at least one hundred and eighty (180) days
      before such anniversary of the Commencement Date, written notice to the
      other party of his or its intent not to renew or extend the
      Term.

              

            


    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
    

     

    
      	
              1.4

            	
              Termination of
      Existing Agreement.  Effective upon the close of business
      on the day prior to the Commencement Date, any employment agreement by and
      between Company and Executive which predates the Commencement Date is
      hereby terminated, except that any rights and obligations which accrue or
      otherwise arise prior to the Commencement Date under any such agreement
      shall continue to be enforceable.

            


    

     

    Article II –
Duties

     

    
      	
              2.1

            	
              Postion. Executive
      will continue to serve as the President and Chief Executive Officer of
      Company during the Term of this Agreement, and his duties hereunder in
      such position shall be as set forth in the By-Laws of the
      Company.  Any material diminution in the powers, duties and
      authorities of Executive set forth in the By-Laws shall not be effected
      without the prior written consent of the Executive.  Executive
      will devote substantially all of his professional time during regular
      business hours to the Company's business, except that Executive will be
      permitted to perform charitable work and to manage his personal and other
      business investments so long as such outside activities do not interfere
      with the performance of Executive's duties on behalf of
      Company.

            


    

     

    
    

    
      	
              2.2

            	
              
                Location.  Executive shall be employed at the Company's principal offices
      located in Odessa, Florida, subject to necessary travel on Company
      business as determined by the Executive.  The Company's
      principal offices shall not be moved to a location that is more than 50
      miles from the Company's current principal offices without the Executive's
      prior written
      consent.

              

            


    

     

    
      	
              2.3

            	
              
                
                  Directorships; Position with
      Subsidiaries. During the Term of this Agreement, the Company shall
      utilize its best efforts to cause Executive to continue to be elected as a
      director of the Company. Such best efforts shall include, but not be
      limited to, nominating Executive as part of management slate of directors
      to be elected by the shareholders of the Company, endorsing the election
      of Executive as a director and soliciting proxies for the election of
      Executive. In addition, at Executive's request, the Company shall have
      Executive elected to the Board of Directors of each of its
      subsidiaries.

                

              

            


    

    
    

     

    
    

     

    


     

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              Article III --
      Compensation and Benefits

            


    

     

    
    

    
      	
              3.1

            	
              
                
                  
                    Salary and Bonus.
      Subject to the terms and conditions set forth
      below, Executive will receive the following compensation for his services
      during his Term of employment (beginning on the Commencement
      Date):

                  

                

              

            


    

      

    
                     
a.             Base Salary.  From and
after the Commencement Date until such time as the Company obtains equity and/or
debt financing, measured from the Commencement Date, in the aggregate amount of
not less than $3 million (the "Minimum Funding Amount"), the Executive shall
receive a base salary of $75,000 per annum.  From and after the date
on which the Company obtains the Minimum Funding Amount, the Executive's base
salary shall be increased to $170,000 per annum or such higher sum as the Board
of Directors shall set, except that if such Minimum Funding Amount is obtained
as a result of an initial public offering, the Executive's base salary shall be
increased to no less than $250,000 per annum.   From and after
the date of closing of the Company's initial public offering (if such offering
is subsequent to the date on which the Minimum Funding Amount is obtained),
Executive's base salary shall be increased to at least $250,000 per
annum.  The base salary, as in effect from time to time during the
Term of this Agreement, shall hereinafter be referred to as the "Base Salary".
The Base Salary in effect on each anniversary date of this Agreement shall be
increased by a percentage that is no less than the percentage increase in the
Consumer Price Index for the preceding twelve calendar months for the greater
Tampa, Florida area. In addition, the Base salary then in effect shall be
reviewed by the Board of Directors not less frequently than annually and may be
further increased by the Board in its discretion from time to time but may not
be decreased without the Executive's prior written consent.  The Base
Salary in effect from time to time shall be payable in accordance with the
Company's customary payroll practices.

    

    
        


                      
b.            Bonus.  Executive
shall be eligible to receive an annual bonus in an amount not exceeding 100% of
his then effective Base Salary, which bonus shall be measured by Executive's
success in meeting certain performance goals, including but not limited to
product roll-outs, organizational and staffing objectives and business
development and revenue goals. The Compensation Committee of the Board of
Directors shall establish such performance goals and criteria in writing at the
beginning of each year of the Term.  The bonus provided for in this
paragraph (b) may be modified from time to time as determined in good faith by
the Compensation Committee of the Board of Directors and shall be in addition to
the stock options which may be earned by the Executive pursuant to Section 3.2
below or any other stock options granted to Executive.  Any
bonus granted pursuant to this Section 3.1(b) shall be paid within 90 days after
the end of the period to which it relates.

    

    
    

     

    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.2

            	
              Stock
      Options.

            


    

     

                    
(a)            Options
Related to Product Introductions. For each product for which the Company
commences commercial sale or licensing during the Term and receives more than
$1,000,000 of revenue during any 12 month period ("Target Revenue Amount"), the
Executive, in addition to any other compensation which he may receive hereunder,
shall be granted options to purchase 10,000 shares of the Company's Common
Stock, which options shall be exercisable at a price equal to either (i) the
lower of: (a)Two Dollars and Fifty Cents ( $2.50) per share or (b) the fair
market value per share of the stock on the Date of Grant as determined in good
faith by the Compensation Committee of the Board of Directors, if the Company
has not conducted an initial public offering prior to the Date of Grant (as
hereinafter defined), or (ii) at an exercise price equal to 75% of the market
price of the Common Stock, if the Company has completed an initial public
offering of its Common Stock prior to the Date of Grant (with the market price
to be the average of the closing sale prices during the five trading days
immediately preceding the Date of Grant of the option).  Such options,
as well as any other options granted to Executive during the term of his
employment, shall be granted under the Company's then existing stock option
plan, shall be immediately exercisable, have a term of ten years, shall be
exercisable for up to three years after termination of employment by Executive
with the Company (unless termination is for Cause, as hereinafter defined, in
which event they shall expire on the date of termination), shall have a
"cashless" exercise feature, and shall be subject to such additional terms and
conditions as are then applicable to options granted under such plan provided
they do not conflict with the terms set forth herein.  The "Date of
Grant" of any option granted pursuant to this Section 3.2 (a), shall be deemed
the last business day of the calendar month in which the revenues from a product
exceed the Target Revenue Amount.


                    
(b)            Options
Related to Stock Price.  In the event that the Fair Market
Value (as defined below) of the Company's Common Stock equals or exceeds 200% of
the price at which the Company sells Common Stock in an initial public offering
(the "Target Value") at any time during the Term, Executive shall be granted
options to purchase 50,000 shares of Common Stock at an exercise price equal to
75% of the Target Value, on terms identical to the options provided for in
paragraph (a) of this Section 3.2 above.   For purposes of this
paragraph, "Fair Market Value" shall mean, the average of the closing prices of
the Common Stock for any five consecutive trading days, as reported by the
principal exchange or other stock market on which the Common Stock is then
traded.


    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                3.3

              	
                
                  Benefits:  Executive
      shall receive the following benefits during the Term of this
      Agreement:

                

              


      

       

    

    
      	
               
      

            	
              a.

            	
              Health
      Benefits.   Medical, hospital, surgical, vision,
      dental, long and short term disability, accidental death and/or travel
      insurance coverage (collectively “Health Benefits”), as generally offered
      and made available to other executive officers of the Company and to the
      extent Executive's age, health or other qualifications make him eligible
      to participate, except that the Executive shall not be required to pay any
      amounts toward the premiums therefore.  In the event that the
      Company does not offer Health Benefits to executive officers of the
      Company, then Company shall reimburse Executive for the premium costs of
      Health Benefits.

            


    

     

    
      	
               
      

            	
              b.

            	
              Vacation.  Four
      (4) weeks of paid vacation per year. At Executive’s option, accrued but
      unused vacation shall be payable in cash or carried over to the following
      year.

            


    

     

    
      	
               
      

            	
              c.

            	
              Life
      Insurance.  The Company shall provide term life insurance
      on the life of the Executive in an amount equal to 300% of the Base Salary
      then in effect.  The beneficiary or beneficiaries of said
      insurance shall be as designated in writing to the Company by Executive,
      and the owner of the policy shall be the Executive or his
      assigns.   The Company shall pay all the premiums payable
      on such insurance and any applicable federal and local income taxes as a
      result of such payment.

            


    

     

    
      	
               
      

            	
              d.

            	
              Reimbursement of
      Expenses.   Executive shall be reimbursed for all
      ordinary and reasonable business expenses incurred in accordance with
      Company's policies and customary
practices.

            


    

     

    
      	
               
      

            	
              e.

            	
              Car Allowance.
      In addition to expenses reimbursable pursuant to paragraph (d) above, the
      Company shall provide Executive with an automobile allowance of $600 per
      month during the Term of this Agreement, and the Company shall reimburse
      Executive for the cost of insurance, repairs, gas, maintenance and mobile
      telephone expense associated with Executive's
  automobile.

            


    

     

    
      	
               
      

            	
              f.

            	
              Other
      Benefits.  In addition to the benefits specifically set
      forth above in this Section 3.3, Executive shall be entitled to
      participate during the Term in all employee benefit plans, including but
      not limited to the Company’s incentive compensation plan, which may be
      made available at the date hereof or in the future by the Company to
      employees serving the Company or its subsidiaries in an executive
      capacity.  Benefits for Executive under such plans shall be at
      least as great as those offered to any other employee of the Company any
      of its subsidiaries but any option grant under said benefit plans shall be
      subject to the same terms as those of Section 3.2 (a) with the exception
      that the Date of Grant shall be the date  set by the Board of
      Directors for said grant.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              Article IV --
      Termination

            


    

     

    
    

    
    

     

    
      	
              4.1

            	
              Termination of
      Employment. The
      following are the bases for termination of Executive's employment with
      Company:
 	 
	 	a.          Death
      of Executive; 	 
	 	 	 
	 	
              b.          Executive's
      Disability (as defined below) with sixty (60) days' prior written notice
      of termination;
 	 
	 	c.          Expiration
      of the Term of this Agreement; 	 
	 	 	 
	 	
              d.          Voluntary
      resignation of Executive without Good Reason (as
      defined   below), with thirty (30) days prior written
      notice of termination;

            	 
	 	 	 
	 	
              e.          Termination
      by Executive for Good Reason, with thirty (30) days prior written
      notice;
 	 
	 	
              f.           Termination
      by the Company for Cause (defined below);
 	 
	 	
              g.          Termination
      by Executive within one year following a Change in Control of the Company
      (as defined below); and
 	 
	 	
              h.         Any
      other termination by Company other than for Cause or
      Disability.
 	 


    

     

     
The decision to terminate Executive pursuant to (b), (f) or (h) shall be made by
a majority of the disinterested directors of the Board.  Except as
otherwise provided in this Article 5, upon the occurrence of any event described
in (a) through (h) above,   

     
Executive's employment shall terminate and the Company shall have no further
obligation to Executive hereunder except to pay to Executive (or his estate, as
the case may be), within 10 days following the date of termination, his accrued
but unpaid Base 

     
Salary, bonus and accrued vacation pay, less standard withholdings for tax and
social security purposes, plus any un-reimbursed expenses.

     

    
      	
              4.2

            	
              Certain
      Definitions.

            


    

     

     

    
      	
               
      

            	
              a.

            	
              "Good
      Reason" means either (i) a material breach by Company of this Agreement
      without curing such breach within twenty (20) days of written notice from
      Executive to Company or  (ii) Company's failure to pay any
      compensation due and owing to Executive within ten (10) days after written
      notice from Executive to Company that such payment is
  due.

            


    

     

    b.        "Cause"
means:

     

    (i)
Material breach by Executive of this Agreement, after Executive has been given
written notice of his default and has not cured such material breach within
thirty (30) days of receiving such notice;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)
Executive's failure to follow reasonable, lawful orders or directions of the
Board, after Executive has been given written notice of his default and has not
followed such lawful orders or directions of the Board within thirty (30) days
of receiving such notice;

     

    (iii)
Executive's willful misconduct, dishonesty or reckless disregard of his
responsibilities to Company, after Executive has been given written notice of
his default and has not cured such conduct within thirty (30) days of receiving
such notice;

     

    (iv)
Executive's conviction or plea of nolo contendre or the equivalent in respect of
either a felony or a misdemeanor involving moral turpitude but excluding, in any
event, vehicular infractions; or

     

    (v)
Executive's material violation of any written major Company policy previously
communicated to Executive, after Executive has been given written notice of his
default and has not cured such violation within thirty (30) days of receiving
such notice.

     

    
      	
               
      

            	
              c.

            	
              "Disability"
      means a physical or mental illness, injury or condition that prevents
      Executive from performing his essential duties under this Agreement, even
      with reasonable accommodation, for at least ninety (90) consecutive
      calendar days or for at least one hundred and twenty (120) calendar days,
      whether or not consecutive, in any one hundred and eighty (180) calendar
      day period, or is likely to do so, as certified by a physician reasonably
      and mutually agreed upon by the Executive and
  Company.

            


    

     

    
      	
               
      

            	
              d.

            	
              "Change
      in Control of the Company" shall be deemed to have occurred if any one of
      the following occurs:

            


    

     

    (i) The
acquisition, other than from the Company, 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")), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 33% or more of
either the then outstanding shares of Common Stock or the combined voting power
of the then outstanding voting securities of the Company having general voting
power in electing the Board of Directors of the Company; or

     

    (ii)
Individuals who, as of the date hereof, constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of the Directors; or

     

    (iii)
Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company or of the sale or other disposition of all or
substantially all of the assets of the Company, or of a reorganization, merger
or consolidation with respect to which the individuals and entities who were the
respective beneficial owners of the outstanding Common Stock  and
voting securities of the Company immediately prior to such reorganization,
merger or consolidation do not, immediately following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than 50%
of, respectively, 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 of the entity resulting from such
reorganization, merger or consolidation, as the case may be.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              4.3

            	
              Severance Pay and
      Other Benefits Upon Termination In Certain
      Circumstances

            


    

     

    
      	
               
      

            	
              a.

            	
              Termination
      By Company Without Cause or By Executive for Good Reason. In the event
      Executive's employment is terminated by the Company without Cause or by
      the Executive for Good Reason, the Executive shall be entitled to the
      following:

            


    

     

    i)
Severance Pay.   The Company shall pay to Executive an amount
equal to the sum of (A) the greater of 200% of the Base Salary then in effect
for Executive or $270,000 plus (B) the cash bonus, if any, awarded to Executive
for the most recent year pursuant to Section 3.1(b) hereof, which amount shall
be payable by the Company in full within 10 days following
termination.

     

    (ii)
Continuation of Benefits.   Company shall continue to provide
Executive the benefits set forth in Section 3.3 of this Agreement until two
years following termination of Executive's employment, and shall continue to
offer any of such benefits to Executive beyond such two year period to the
extent required by COBRA or similar statute which may then be in
effect.

     

    (iii)
Vesting of Options.  All stock options, to the extent they were not
exercisable at the time of termination of employment, shall become exercisable
in full.

     

    (iv)
Cancellation of Indebtedness.   Any indebtedness of Executive to
the Company shall thereupon be cancelled and of no further force and effect, and
the Company shall pay to Executive, within ten days following receipt of a
written demand therefore, any income or other taxes resulting from such
cancellation.

     

    
      	
               
      

            	
              b.

            	
              Death
      or Disability.  In the event of termination of employment as a
      result of death the provisions of (a)(i), (a)(iii) and (a)(iv) of this
      Section 5.3 shall also be applicable. In the event of termination of
      employment as a result of Disability the provisions of Section 5.3 (a) in
      its entirety shall apply.

            


    

    


    
      	
               
      

            	
              c.

            	
              Change
      in Control of the Company.  In the event that Executive elects
      to terminate employment within one year following a Change in Control of
      the Company, he shall receive, within the later of ten days following the
      date on which the Change in Control occurs or the date on which he give
      notice of his election to terminate employment, a lump sum payment equal
      to three times the greater of (i) his then current Base Salary plus the
      cash bonus, if any, awarded to Executive for the most recent year pursuant
      to Section 3.1(b) hereof, or (ii) $350,000 plus said cash
      bonus.  In addition, the provisions of (a) (ii), (a) (iii) and
      (a) (iv) of this Section 5.3 shall also be
  applicable.”

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Article
      V -- Intellectual Property

            


    

     

    
    

     

    
      	
              5.1
 	 Intellectual Property. Any
      and all intellectual property right, title and interest in works created
      or generated by Executive, whether alone or with others, during the Term
      within the scope of his employment, vest exclusively in, and will be the
      property of, the Company.  Works shall be considered within the
      scope of the Executive's employment where the works (i) are created in
      whole or in part within the confines of Company's facilities during
      business hours or (ii) are created in whole or in part using Company
      facilities, materials, processes, equipment or supplies, where such
      intellectual property works reasonably relate to Company's actual or
      intended business.  Executive will execute any reasonable
      documents necessary to transfer any such intellectual property to Company,
      including, at Company's expense, all patent applications and any
      continuations, continuations in part, divisional, reexaminations, reissues
      or foreign counterparts thereof.


    

     

    Article VI –
Non-Competition; Non-Solicitation; Confidentiality

     

    
       

      
        	
                6.1
 	
                Non-Competition.
      Executive
      agrees that (a) during the Term of this Agreement and (b) for a period of
      two (2) year after termination of Executive’s employment with the Company
      for any reason, Executive will not, without the prior written consent of
      Company, directly or indirectly, have an interest in, be employed by or be
      connected with, as an Executive, consultant, officer, director, partner,
      member, stockholder or joint venture, any person or entity owning,
      managing, controlling, operating or otherwise participating or assisting
      in any business that is in competition with Company's business.
      Notwithstanding the foregoing, Executive's ownership of greater than five
      percent (5%) of the issued and outstanding securities of any class of a
      corporation listed on a national securities exchange or designated as
      national market system securities on an inter-dealer quotation system by
      the National Association of Securities Dealers, Inc. shall not be deemed a
      violation of this Agreement.

                 

                 

              


      

      
        
          
            	
                    6.2
 	
                    
                      Non-Solicitation.
      Executive
      agrees that (a) upon termination of Executive’s employment with the
      Company for any reason and (b) for a period of one (1) year thereafter,
      Executive will not solicit or hire any person employed by Company at any
      time for a one (1) year period.  The foregoing restriction will
      not apply to any Company employee whose salary is less than $50,000 or who
      has ceased to be employed by Company for at least six
      months.

                    
 


          

           

        

      

    

    
      	
              6.3

            	
              Confidentiality.

            


    

     

    
      	
               
      

            	
              a.

            	
              Except
      as may be required to be disclosed by Executive under applicable law
      (including any applicable judicial or governmental regulation, directive,
      requirement or order) and except as required in connection with the
      performance of his duties under this Agreement, Executive shall keep
      confidential and shall not disclose, directly or indirectly, to any other
      person (other than to Company's other employees and/or agents in
      connection with such party's performance of its obligations to Company)
      any
      Confidential Information (defined below), and shall not use for his
      personal benefit or for that of any other person any Confidential
      Information.  This Section 7.3 shall not apply to Company
      information which: (i) Executive knows at the time of disclosure, free of
      any obligation to keep it confidential as evidenced by written records;
      (ii) at the time of disclosure is in the public domain; (iii) is disclosed
      to Executive by a third party that did not acquire such information under
      any obligation of confidence; (iv) is required to be disclosed by any
      court of competent jurisdiction provided that prior written notice of such
      disclosure is afforded to Company; (v) is or becomes generally available
      to the public through no fault of
  Executive.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              b.

            	
              For
      purposes of this Agreement, the term "Confidential Information" means
      trade secrets, discoveries, ideas, concepts, know-how, techniques,
      designs, specifications, drawings, diagrams, data, computer programs,
      business activities and operations, budgets, salaries, financial
      statements, prices, costs and other business information of or relating to
      Company or any subsidiaries of Company that may from time to time
      exist.

            


    

     

    
      	
               
      

            	
              c.

            	
              Upon
      the termination of Executive's employment for any reason whatsoever,
      Executive shall deliver to Company all tangible materials embodying the
      Confidential Information, including any documentation, records, listings,
      notes, data, sketches, drawings, memoranda, models, accounts, reference
      materials, samples, machine-readable media and equipment which in any way
      relate to the Confidential Information.  Executive shall not
      retain any copies of any of the above
materials.

            


    

     

    
    

     

    
      
        	
                6.4

              	
                Injunctive Relief. Executive
      acknowledges that he has substantial knowledge and expertise in, and
      personal relationships affecting, the operations, business contacts, trade
      secrets, customer lists, marketing, business strategies and processes and
      other confidential matters of critical significance to the conduct of the
      Company's business and its future prospects.  Executive,
      therefore, agrees and consents that, in addition to any other remedies
      that may be available to Company, Company shall be entitled to specific
      performance by temporary as well as permanent injunction to prevent a
      breach or contemplated breach by Executive of any of the covenants or
      agreements in Sections 6.1, 6.2 or
6.3.

              


      

       

    

     

    Article VII --
Indemnification

     

     

    
      	
              7.1

            	
              Indemnification.  During
      the term of this Agreement, and subsequent thereto with respect to any
      claim arising out of or in connection with his employment with the Company
      or  any subsidiary of the Company, the Company shall indemnify
      and hold Executive  harmless from all claims and liability, loss
      or damage (including but not limited to judgments, fines and amounts paid
      in settlement), asserted against Executive or incurred   by
      Executive, including reasonable attorneys fees and costs of investigation
      (the "Indemnification”) The Indemnification provided for herein shall be
      in addition to and not in substitution of any
      and all rights to indemnification which Executive may be entitled to
      under the laws of the State of New York or the Certificate of
      Incorporation and By-laws of the Company. To the extent permitted under
      the laws of the State of New York, and the Company's Certificate of
      Incorporation and By-Laws, all expenses, including reasonable
      attorneys fees, incurred by Executive in defending any
      civil, criminal, administrative or investigative action, shall upon
      request by Executive, be paid  and advanced by the Company in
      advance of the final disposition of such action, suit or
      proceeding.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              7.2

            	
              Director and Officers
      Liability Insurance. During the Term, unless the Executive
      otherwise consents, the Company will maintain directors’ and officers’
      liability insurance in an amount not less than $5,000,000, and Executive
      shall at all times be one of the named insured under such
      coverage.

            


    

     

     

    Article VIII--
Miscellaneous

     

    
       

      
        	
                8.1

              	
                Governing Law.  This
      Agreement shall be governed by New York law without regard to the
      conflicts of laws principles
thereof.

              


      

       

       

    

    
    

    
      
        	
                8.2

              	
                Non-Contravention. Executive
      represents and warrants that the execution, delivery and performance of
      this Agreement do not and will not contravene, conflict with or otherwise
      violate the terms of any written or oral agreement among Executive and one
      or more third parties.

              


      

       

    

    
    

    
       

      
      

      
        
          	
                  8.3

                	
                  Arbitration. Disputes
      between the parties arising under or with respect to this Agreement shall
      be submitted to arbitration in Hillsborough County, Florida by a single
      arbitrator under the rules of the American Arbitration Association, and
      the arbitration award shall be binding upon the parties and enforceable in
      any court of competent jurisdiction.  The cost of arbitration,
      including counsel fees, shall be borne by the Company unless the
      arbitrator determines that the Executive's position was frivolous and
      without reasonable
foundation.

                


        

         

         

        
          
            
              	
                      8.4

                    	
                      Notices.
      Any
      notice or communication to be given under the terms of this Agreement
      shall be in writing and delivered in person or deposited, certified or
      registered, in the United States mail, postage prepaid, addressed as
      follows:

                    


            

          

        

      

    

    
    

     

    
      	      
              If
      to Company:

            	 Dais-Analytic
      Corporation
	 	 11552
      Prosperous Drive
	 	 Odessa,
      Florida 33556
	 	 Attn:  Board
      of Directors
	 	 
	      
              If
      to Executive:

            	 Mr. Timothy N.
      Tangredi
	 	 10416
      Pontofino Circle
	 	 Trinity, FL
      34655


    

     

    or at such other address as either party may from time to time designate by
notice hereunder.  Notices shall be effective upon delivery in person
or, if mailed, at midnight on the third business day after the date of
mailing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    8.5

                  	
                    
                      Modifications and
      Amendments. This
      Agreement shall not be modified, altered or amended except by a written
      agreement signed by the parties
  hereto.

                    

                  


          

          

             

            
              
                
                  
                    	
                            8.6

                          	
                            
                              Entire Agreement. This
      Agreement together with the documents referred to herein or contemplated
      hereby constitute and embody the full and complete understanding and
      agreement of the parties hereto with respect to the subject matter hereof
      and supersede all prior understandings or agreements whether oral or in
      writing with respect to the subject matter
      hereof.

                            

                          


                  

                   

                  
                     

                    
                      
                        
                          
                            	
                                    8.7

                                  	
                                    
                                      Benefit and Binding Effect.
      This
      Agreement shall be binding upon and inure to the benefit of Company and
      its successors and assigns, including any corporation, person or other
      entity which may acquire all or substantially all of the business of
      Company or any other corporation with or into which Company is
      consolidated or merged, and Executive and his heirs, executors,
      administrators and legal representatives, provided, however, that
      the obligations of Executive hereunder may not be delegated or
      assigned.

                                    

                                  


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    
    

    
    

    
       

      
        
          
            
              
                	
                        8.8

                      	
                        
                          Severability. If
      any portion of this Agreement may be held to be invalid or unenforceable
      for any reason whatsoever, it is agreed that said invalidity or
      unenforceability shall not affect the other portions of this Agreement and
      that the remaining covenants, terms and conditions, or portions thereof,
      shall remain in full force and effect, and any court of competent
      jurisdiction may so modify the objectionable provisions as to make it
      valid, reasonable and
      enforceable.

                        

                      


              

              
                 

                
                

                
                

                
                  
                    
                      
                        
                        

                         

                      

                    

                  

                

              

            

          

        

      

    

    
      	
              8.9.

            	
              Headings;
      Interpretation.  The section headings used herein are for
      convenience and reference only and are not intended to define, limit or
      describe the scope or intent of any provision of this
      Agreement.  When used in this Agreement, the term "including"
      shall mean without limitation by reason of enumeration.  Words
      used herein in the singular shall include the
  plural.

            


    

     

     

    
      	
              8.10.

            	
              Waiver.  The
      failure of either party to insist, in any one or more instances, upon
      strict performance of any of the terms or conditions of this Agreement
      shall not be construed as a waiver or a relinquishment of any right
      granted hereunder or of the future performance of any such term, covenant
      or condition, but the obligations of either party with respect thereto
      shall continue in full force and
effect.

            


    

     

     

    
      	
              8.11

            	
              Counterparts.

            	
              This
      Agreement may be executed in any number of counterparts, each of whom
      shall be deemed a duplicate
original.

            


    

     

    


     

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    In
Witness Whereof, the parties have executed this Agreement as of the date first
written above.

     

    
      
        	 	DAIS
      ANALYTIC CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ William
      Newman	 
	 	 	William
      Newman	 
	 	 	Title:
      Executive Vice President	 
	 	 	 	 


      

    

                                                                           

    
      
        	
                 

              	
                By:
      

              	/s/ Timothy
      N. Tangredi	 
	 	 	Timothy
      N. Tangredi	 
	 	 	Title:
      President