Exhibit 10.46


 


EXECUTION
VERSION


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and
Restated Employment Agreement (the “Agreement”) is made as of April 14, 2022 (the “Effective Date”),
between Innovative Solutions & Support, Inc. (“IS&S”), and Shahram Askarpour (“Askarpour”).


 


WHEREAS, IS&S
and Askarpour previously entered into that certain Employment Agreement, dated February 14, 2012 (the “Prior Agreement”);


 


WHEREAS, IS&S
and Askarpour desire to amend and restate the Prior Agreement in its entirety as set forth herein;


 


WHEREAS, IS&S
wishes to continue to employ Askarpour on the terms set forth below, and Askarpour wishes to continue to be employed by IS&S on the
terms set forth below;


 


NOW,
THEREFORE, in consideration of the mutual agreements and understandings set forth herein and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, IS&S and Askarpour hereby agree as follows, with the intent to be legally
bound:


 


1.             Term.


 


1.1.          The
term (the “Term”) of Askarpour’s employment under this Agreement shall be for an initial period (the “Initial
Term”) of two (2) years commencing on the Effective Date. Immediately following the expiration of the Initial Term, the
Term shall automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either party
hereto delivers written notice to the other of his or its election, for any reason, not to renew at least thirty (30) days prior to the
expiration of the Initial Term or applicable Renewal Term (a “Nonrenewal Notice”).


 


1.2.          Either
party may terminate the Term and Askarpour’s employment at any time during the Initial Term or a Renewal Term, but only pursuant
to Section 4 of this Agreement.


 


1.3.          Upon
the expiration without renewal of the Initial Term or any Renewal Term for any reason, Askarpour’s employment shall automatically
terminate unless otherwise agreed to by the parties, but certain obligations of the parties under this Agreement (including those stated
in Section 5 and Section 6) shall continue.


 


2.             Position
and Duties.


 


2.1.          Upon
the terms and subject to the conditions of this Agreement, and during the Term, IS&S agrees to employ Askarpour, and Askarpour
hereby agrees to be employed by IS&S as the Chief Executive Officer (“CEO”) of IS&S. Askarpour shall have such
duties and responsibilities as the Board of Directors of IS&S (the “Board”) in its discretion designates, consistent
with Askarpour’s position as CEO.


 






     


     


    

 


2.2.          Askarpour
shall report to the Board.


 


2.3.          While
employed by IS&S, Askarpour shall execute the duties and responsibilities of his position faithfully, diligently and to the best of
his abilities and shall devote his full working time, attention and best efforts to promoting the business and interests of IS&S.
While employed by IS&S, Askarpour shall not serve as an officer or director of, or perform services for compensation for, any other
person or organization, without the prior written consent of the Board; provided, however, that without such consent, Askarpour
may engage in charitable or public service activities, so long as such activities, individually or in the aggregate, do not interfere
with Askarpour’s performance of his duties and obligations hereunder.


 


2.4.          Askarpour
shall work from IS&S’s Exton, Pennsylvania location, provided, however, that Askarpour may be expected to visit and work
from other locations from time to time for business purposes.


 


3.             Compensation
and Benefits.


 


3.1.          Annual
Base Salary. Askarpour shall receive a base salary (the “Base Salary”) at a gross annual rate of Four Hundred Thousand
Dollars ($400,000) commencing on the Effective Date and continuing through the Initial Term. Askarpour’s Base Salary shall be paid
in accordance with IS&S’s payroll practices for similarly situated employees in effect from time to time. Askarpour’s
Base Salary shall be subject to modification each year in the discretion of the Board, but shall not be decreased below a gross annual
rate of Four Hundred Thousand Dollars ($400,000).


 


3.2.          Stock
Grants Eligibility. During the Term, Askarpour shall be eligible to receive grants of IS&S stock under the Company’s 2019
Stock-Based Incentive Compensation Plan. Any such grants shall be determined in the sole discretion of the Board.


 


3.3.          Health
and Other Benefits. During the Term, Askarpour shall be entitled to participate in all of IS&S’s benefit plans, programs
and arrangements that are provided or made available generally by IS&S to similarly situated employees of IS&S (including any
applicable retirement plan, savings plan, life insurance plan, health insurance plan, accident or disability insurance plan), as such
benefit plans, programs and arrangements may be duly amended by IS&S from time to time thereafter. Askarpour shall be subject to all
the applicable terms and conditions (including, by way of example only, employee contributions) as are other similarly situated employees.
The foregoing shall not be deemed to require IS&S to provide or maintain any specific employee benefit arrangement.


 


3.4.          Vacation.
Each year during the Term, Askarpour shall be entitled to three (3) weeks of paid vacation, subject to restrictions applicable to
similarly situated employees and in accordance with IS&S’s policies. Such vacation must be taken in accordance with IS&S’s
policies, and is subject to IS&S’s policies and practices as to vacation.


 


3.5.          Holidays,
Sick Leave and other Paid Time Off. Each year during the Term, Askarpour shall be entitled to such paid holiday, sick leave, and other
paid time off as similarly situated employees, and subject to restrictions applicable to similarly situated employees. Such paid time
off must be taken in accordance with IS&S’s policies, and is subject to IS&S’s policies and practices as to paid time
off.


 






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3.6.          Reimbursement
of Expenses. IS&S shall reimburse Askarpour for all reasonable and necessary travel and other business expenses incurred by Askarpour
in the performance of his duties to IS&S hereunder, pursuant to IS&S’s regular expense reimbursement practices, and subject
to Askarpour’s reasonable documentation of such expenses.


 


3.7.          Deductions
from Salary and Benefits. IS&S may withhold from any salary or benefits payable to Askarpour any and all federal, state, local,
and other taxes and any and all other amounts as permitted by law, rule, regulation, or agreement with Askarpour.


 


4.             Termination.


 


4.1.          The
employment of Askarpour (and the Term as described in Section 1.1 of this Agreement) may be terminated during the Term by either
Askarpour or IS&S in accordance with the provisions of this Section 4.


 


4.2.          Death.
The employment of Askarpour shall terminate on the date of Askarpour’s death, in which event all salary, benefits, bonuses, reimbursable
expenses and all other compensation owing or accrued to Askarpour as of the date of Askarpour’s death shall be paid to his estate,
and IS&S shall have no further obligation or liability to Askarpour.


 


4.3.          Disability.
Askarpour’s employment under this Agreement shall terminate automatically upon his Disability. Askarpour shall be determined to
be “Disabled” if Askarpour has been unable to perform the essential functions of his job under this Agreement for periods
aggregating one hundred twenty (120) total days in any one hundred eighty (180) day period by reason of a physical or mental disability
or incapacity (such disability or incapacity, a “Disability”). If Askarpour does not agree with IS&S’s determination
regarding Askarpour’s ability to perform the essential functions of his job under this Agreement, the question of Askarpour’s
Disability shall be subject to the certification of a qualified medical doctor agreed to by IS&S and Askarpour. In the absence of
an agreement between IS&S and Askarpour, each party shall nominate a qualified medical doctor and those two doctors shall select a
third doctor and the third doctor shall make the determination as to the Disability. Askarpour shall cooperate in all respects with IS&S
if a question arises as to whether he has become Disabled (including submitting to an examination by the foregoing medical doctor or other
health care specialists selected by IS&S and authorizing such medical doctor or such other health care specialist to discuss Askarpour’s
condition with IS&S). In the event Askarpour’s employment is terminated due to Disability, Askarpour shall be entitled to receive
all salary, benefits, bonuses, reimbursable expenses and all other compensation owing or accrued to Askarpour through the date of termination,
and IS&S shall have no further obligation or liability to Askarpour.


 






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4.4.          Termination
by IS&S for Cause. Askarpour’s employment may be terminated by IS&S for “Cause” (as defined below) at any
time. Upon such termination for “Cause,” IS&S shall be released from any and all further obligations under this Agreement,
except that IS&S shall pay Askarpour all salary, benefits, bonuses, reimbursable expenses and all other compensation owing or accrued
to Askarpour through the effective date of such termination of employment.


 


4.5.          Definition
of Cause. For purposes of this Agreement, IS&S shall have “Cause” to terminate the employment of Askarpour under
this Agreement on any of the following grounds:


 


(a)           the
commission by or conviction of Askarpour, or plea of guilty or nolo contendere to, a felony or any crime involving dishonesty,
disloyalty or moral turpitude;


 


(b)           Askarpour’s
willful misconduct or willful failure substantially to perform the duties of his position or his willful refusal to comply with the lawful
directives of the Board;


 


(c)           a
breach by Askarpour of this Agreement, including without limitation the provisions of Section 5, or any written policies of IS&S
applicable to Askarpour;


 


(d)           any
act or omission by Askarpour constituting dishonesty, fraud or embezzlement, or an intentional violation of Askarpour’s duty of
loyalty to IS&S under law;


 


(f)           Askarpour’s
gross negligence in the performance of his duties; or


 


(g)          Askarpour’s
poor job performance or other improper conduct not otherwise described above in this Section 4.5, except that Cause shall not exist
based solely on this Section 4.5(g) or 4.5(f), unless IS&S has given Askarpour written notice of its intent to terminate
the employment of Askarpour with express reference to this Section 4.5, and allowed Askarpour thirty (30) days to cure such alleged
poor job performance or other improper conduct.


 


4.6.          Termination
by IS&S Without Cause or by Askarpour for Good Reason. If, during the Term, Askarpour’s employment is terminated by IS&S
without Cause (and not due to death or Disability, but for the avoidance of doubt, including IS&S’s delivery of a Nonrenewal
Notice), or by Askarpour for Good Reason (as defined below), then: (a) IS&S shall be released from any and all further obligations
under this Agreement; (b) IS&S shall pay Askarpour all salary, benefits, bonuses, reimbursable expenses and all other compensation
owing or accrued to Askarpour through the effective date of termination; and (c) IS&S shall pay to Askarpour his Base Salary
for a period of twelve (12) months following the date of Askarpour’s termination, provided such termination occurs prior to a Change
of Control (as defined below) and for a period of twelve (12) months following the date of Askarpour’s termination, provided such
termination occurs on or following a Change of Control. For purposes of this Section 4.6, IS&S’s delivery of a Nonrenewal
Notice to Askarpour shall be treated as termination without Cause on the last day of the Initial Term or a Renewal Term, as applicable.
If Askarpour and his eligible dependents are eligible for, and timely elect, COBRA continuation coverage, IS&S shall reimburse
Askarpour (or Askarpour’s estate or legal representative, as applicable) for the COBRA premiums for Askarpour and his eligible dependents
under IS&S’ benefit plans for the period of Base Salary continuation under clause (c) of the preceding sentence (the “COBRA
Benefit”); provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent that
it would result in any fine, penalty or tax upon IS&S; and provided further, that the COBRA Benefit shall cease earlier if Askarpour
or his dependents become eligible for health coverage under the health plan of another employer.


 






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4.7.          Definition
of Change of Control. For purposes of this Agreement, “Change in Control” means any of the following events:


 


(a)          a
 “person” (as such term in used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “1934
Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, is or becomes the “beneficial owner” (as defined in Rule 13D-3 under the 1934 Act), directly or indirectly,
of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding
securities; or


 


(b)           during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other
than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 4.7(a),
Section 4.7(c) or Section 4.7(d) hereof) whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof;
or


 


(c)           the
Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger or consolidation; or


 


(d)           the
complete liquidation of the Company or the sale or other disposition of all or substantially all of the Company’s assets..


 


4.8.          Definition
of Good Reason. For purposes of this Agreement, Askarpour shall have “Good Reason” to resign from his employment with
IS&S upon the occurrence of any of the following actions taken by IS&S without Askarpour’s prior written consent:


 


(a)           a
material reduction in Askarpour’s duties, responsibilities or authority;


 






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(b)           a
reduction of Askarpour’s Base Salary;


 


(c)           failure
or refusal of a successor to IS&S to either materially assume IS&S’ obligations under this Agreement or enter into a new
employment agreement with Askarpour on terms that are materially similar to those provided under this Agreement, in any case, in the event
of a Change of Control;


 


(d)           relocation
of Askarpour’s primary work location that results in an increase in Askarpour’s one-way commute by more than twenty-five (25)
miles; or


 


(e)           a
material breach of this Agreement by IS&S.


 


Notwithstanding
the foregoing, Good Reason shall not be deemed to exist unless (A) Askarpour gives IS&S written notice within thirty (30)
days after the first occurrence of the event which Askarpour believes constitutes the basis for Good Reason, specifying the particular
act or failure to act which Askarpour believes constitutes the basis for Good Reason, (B) IS&S fails to cure such act or failure
to act within thirty (30) days after receipt of such notice and (C) Askarpour terminates his employment within thirty (30) days after
the end of such 30-day cure period specified in clause (B).


 


4.9.          Termination
by Askarpour without Good Reason. In the event that Askarpour terminates his employment during the Term without Good Reason, he shall
provide sixty (60) days prior written notice to IS&S. If Askarpour terminates his own employment without Good Reason, IS&S
shall be released from any and all further obligations under this Agreement, except that IS&S shall pay Askarpour all salary, benefits,
reimbursable expenses and all other compensation owing or accrued to Askarpour through the effective date of termination.


 


4.10.       Conditions
on Payment of Severance.


 


(a)          The
continuation of Base Salary pursuant to Section 4.6(c) of this Agreement shall be subject to Askarpour (a) executing and
delivering to IS&S by the 60th day following his cessation of employment and not subsequently revoking, a general release
of claims in a form reasonably acceptable to IS&S (the “Release”); and (b) continuing his compliance with
the provisions of Sections 5 and 6 of this Agreement. If Askarpour fails or refuses to execute the Release, IS&S is not obligated
to make the payments of Base Salary continuation pursuant to Section 4.6(c) of this Agreement, but all other provisions in this
Agreement shall remain in full force and effect. Notwithstanding the foregoing, if (i) any amounts and benefits payable to Askarpour
under Section 4.6 of this Agreement constitute non-exempt “deferred compensation” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, (the “Code”) and the applicable Internal Revenue Service guidance
and Treasury Regulations issued thereunder (including any applicable transition relief) (collectively, “Section 409A”)
and (ii) such 60-day period spans two calendar years, then any amount or benefit specified in Section 4.6 of this Agreement
that, but for this sentence, would have been paid to Askarpour in the first calendar year will not be paid to Askarpour until IS&S’s
first regular payroll date in the second calendar year.


 






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(b)           If
payments pursuant to Section 4.6(c) of this Agreement become payable under the terms of this Agreement, such payments shall
be in lieu of any other severance or similar benefits of any kind, nature or amount that would otherwise be payable under any other agreement,
plan, program or policy of IS&S, including any severance pay plan. Subject to all applicable federal and state laws and regulations,
payment made pursuant to Section 4.6(c) of this Agreement shall not be included in the determination of benefits under any employee
benefit plan (as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or
any other benefit plans, policies or programs applicable to Askarpour that are maintained by IS&S.


 


(c)           In
the event that payments under Section 4.6(c) of this Agreement are being paid or are payable, and Askarpour violates Section 5
of this Agreement, IS&S shall be under no further obligation to make payments under Section 4.6(c) of this Agreement,
and Section 5 shall remain in full effect, including with respect to the tolling of any applicable time limits as provided in Section 5.7.


 


5.             Restrictions
on Competition with IS&S.


 


5.1.          Confidentiality.
Askarpour acknowledges that Askarpour will, in the course of, or incident to, his employment by IS&S, obtain from IS&S various
trade secrets and other confidential business information of IS&S (all of which is referred to herein as “Confidential Information”).
 “Confidential Information” shall include all information that is not known by the industry at large and that concerns
the business affairs of IS&S, including: any trade secrets; customer information, including customer identity, customer lists, contact
persons, customer needs and preferences, pricing information and formulas, and margin information; supplier information, including product
sources, product availability, and cost information; operating procedures, including techniques, processes, procedures, and formulations;
marketing plans and business plans; personnel information, including compensation and production information; and information concerning
specialized business methods and techniques and financial information. Askarpour acknowledges that, as between IS&S and Askarpour,
all Confidential Information is and shall remain the exclusive property of IS&S. Askarpour acknowledges that he is being provided
access to the Confidential Information, and that such access is intended solely to enable Askarpour to successfully perform the duties
of employment with IS&S, and that the preservation of the confidentiality of such Confidential Information is necessary to IS&S’s
ability to accomplish its objectives and compete with its competitors. Askarpour agrees that he will hold all Confidential Information
in the strictest confidence, and that he will not disclose, communicate, or divulge the same to, or use the same for the direct or indirect
benefit of any person or entity other than IS&S. Askarpour further agrees to take all reasonable precautions to protect from loss
or disclosure all Confidential Information supplied to him by IS&S. Askarpour agrees to return to IS&S all documents (whether
in hard-copy or electronic form), materials, computer software, supplies, calling or credit cards, keys, passes, and any other property
or data, that is the property of IS&S or was used in the course of Askarpour’s employment with IS&S, including but not limited
to all documents and materials containing Confidential Information. The return of such items shall be made at or before the time of termination,
or if that is not possible, as soon thereafter as is possible. In addition, Askarpour agrees at or before the time of termination, to
provide to IS&S all passwords and similar information which will be necessary or useful for IS&S to access materials on which
Askarpour worked or to otherwise continue in its business.


 






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5.2.          Non-Solicitation
of Employees and Contractors. Except on behalf of IS&S, Askarpour shall not, directly or indirectly, call-on, solicit, induce
or attempt to call-on, solicit or induce any officer, employee, independent contractor or other service provider of IS&S to terminate
or modify his or her employment or other service relationship with IS&S or to join another business organization and Askarpour will
not hire any such person as an employee or other service provider to another business organization who, at the time of such hiring or
offer then is, or within six months immediately prior thereto was, an officer, employee, independent contractor or other service provider
of IS&S; provided, that nothing herein shall prevent Askarpour from making a general solicitation for employment that is not
targeted at any such person. These restrictions will expire twelve (12) months after the cessation of Askarpour’s employment (the
 “Restricted Period”).


 


5.3.          Non-Solicitation
of Customers. Except on behalf of IS&S, Askarpour shall not, directly or indirectly, call-on, solicit, induce or attempt to call-on,
solicit or induce any of IS&S’s current, former or prospective customers, suppliers, or other business relations in an attempt
to obtain business of the same or similar type as performed by IS&S, or being planned by IS&S during Askarpour’s employment,
or act in any other manner that would interfere with IS&S’s business relationships with such customers or suppliers. Askarpour
likewise shall not perform for such customers, services of the same or similar type as those performed by IS&S or make sales to such
customers of the same or similar products as sold by IS&S, in each case, whether directly or indirectly. The restriction in this Section 5.3
will expire upon the expiration of the Restricted Period.


 


5.4.          Non-Competition.
Askarpour agrees that he shall not, directly or indirectly, individually or in association or in combination with any other person, enter
into, conduct, operate, engage in or assist others to engage in, consult, manage, perform services for or otherwise participate as a proprietor,
owner, lender, officer, director, manager, member, employee, agent, independent contractor, vendor, consultant, advisor, joint venturer,
licensee, principal, partner or otherwise, any activity on behalf of a competitor of IS&S. The term “competitor” for the
purposes of the preceding sentence shall include any individual or organization engaged in business activities which are the same as,
similar to, or in competition with business activities carried on by IS&S, or being planned by IS&S at the time of the cessation
of Askarpour’s employment. The term “competitor” for the purposes of this Section 5.4 shall include at a minimum
and without limitation: Avidyne, Garmin, GE Aviation, Honeywell, and Rockwell Collins. However, nothing contained in this Section 5.4
shall prevent Askarpour from holding for investment less than five percent (5%) of the stock of any publicly traded company. The restrictions
in this Section 5.4 will expire upon the expiration of the Restricted Period.


 



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5.5.          Non-Disparagement.
During the Term and at all times thereafter, Askarpour agrees not to make or solicit (or encourage others to make or solicit) directly
or indirectly any disparaging, derogatory or negative statement or communication, oral or written, about IS&S or any of its respective
businesses, business practices, programs, products, services, operations, policies, activities, current or former officers, directors,
managerial personnel, or other employees, or their customers, to any other person or entity; provided, however, that such restriction
shall not prohibit truthful testimony compelled by valid legal process. Notwithstanding anything herein to the contrary, nothing in this
Section 5.5 shall prevent Askarpour from making truthful statements which are made (i) to any governmental authority or (ii) in
connection with legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without
limitation, depositions in connection with such proceedings). This Section 5.5 survives termination of this Agreement.


 


5.6.          Scope
of Restrictive Covenants. Askarpour agrees that because the sales activities of IS&S are conducted throughout the world, and because
activities in competition with IS&S could be conducted effectively from any location in the world, that it is reasonable to apply
and enforce the restrictions in this Agreement to activities conducted out of any location in the world, and without regard to the location
of the customers or suppliers.


 


5.7.          Enforcement;
Tolling. Askarpour expressly recognizes that any breach of this Agreement by him will result in irreparable injury to IS&S and
agrees that IS&S shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any breach of this Agreement, to enforce the specific performance by Askarpour of this
Agreement, and/or to enjoin Askarpour from activities in violation of this Agreement. If any portion of Section 5 is held to be unenforceable
because of the area covered, or its duration or scope, however, Askarpour agrees that the court making such determination shall have the
power to reduce or limit the area, duration, and/or scope, and the covenant shall be enforceable in its reduced form. This Agreement shall
not eliminate or reduce any common law or statutory rights of IS&S. The parties hereto agree and intend that Askarpour’s obligations
under this Section 5 shall be tolled during any period that he is in breach of any of the obligations under this Section 5,
so that IS&S and its affiliates are provided with the full benefit of the restrictive periods set forth herein. The terms of this
Section 5 survive the conclusion of the Term.


 


5.8.          In
the event that Askarpour wishes to undertake activity that would violate or arguably violate this Agreement, he will notify the Board
in writing of the activity at issue. The Board may, in its sole discretion, authorize Askarpour to undertake the activity. Such authorization
shall only be valid if in writing, making specific reference to this Agreement and signed by a member of the Board.


 






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6.             Intellectual
Property.


 


6.1.          Ownership
of Inventions. Each Invention (as defined below) made, conceived or first actually reduced to practice by Askarpour, whether alone
or jointly with others, during the Term and each Invention made, conceived or first actually reduced to practice by Askarpour, within
one year after the termination of his employment, which relates in any way to work performed for IS&S or its affiliates during the
Term, shall be promptly disclosed in writing to the Board. Such report shall be sufficiently complete in technical detail and appropriately
illustrated by sketch or diagram to convey to one skilled in the art of which the invention pertains, a clear understanding of the nature,
purpose, operations, and, to the extent known, the physical, chemical, biological or other characteristics of the Invention. As used in
this Agreement, “Invention” means any invention, discovery, improvement or innovation with regard to any facet of the
business of IS&S or its affiliates, whether or not patentable, made, conceived, or first actually reduced to practice by Askarpour,
alone or jointly with others, in the course of, in connection with, or as a result of service as an employee of IS&S or any of its
affiliates, including any art, method, process, machine, manufacture, design or composition of matter, or any improvement thereof. Each
Invention shall be the sole and exclusive property of IS&S. Askarpour agrees to execute an assignment to IS&S or its nominee of
Askarpour’s entire right, title and interest in and to any Invention, without compensation beyond that provided in this Agreement.
Askarpour further agrees, upon the request of IS&S and at its expense, that Askarpour will execute any other instrument and document
necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Invention.
Askarpour further agrees, whether or not Askarpour is then an employee of the IS&S, to cooperate to the extent and in the manner reasonably
requested by IS&S in the prosecution or defense of any claim involving a patent covering any Invention or any litigation or other
claim or proceeding involving any Invention covered by this Agreement, but all expenses thereof shall be paid by IS&S.


 


6.2.          Works
for Hire. Askarpour also acknowledges and agrees that all works of authorship, in any format or medium, created wholly or in part
by Askarpour, whether alone or jointly with others, in the course of performing Askarpour’s duties for IS&S or any of its affiliates,
or while using the facilities or money of IS&S or any of its affiliates, whether or not during Askarpour’s work hours, are works
made for hire (“Works”), as defined under United States copyright law, and that the Works (and all copyrights arising
in the Works) are owned exclusively by IS&S. To the extent any such Works are not deemed to be works made for hire, Askarpour agrees,
without compensation beyond that provided in this Agreement, to execute an assignment to IS&S or its nominee of all right, title and
interest in and to such Work, including all rights of copyright arising in or related to the Works.


 


7.             Additional
Provisions.


 


7.1.          Cooperation.
Askarpour further agrees that during and after his employment with IS&S, subject to reimbursement of his reasonable expenses, he will
cooperate fully with IS&S and its counsel with respect to any matter (including, without limitation, litigation, investigations or
governmental proceedings) in which Askarpour was in any way involved during his employment with IS&S. Askarpour shall render such
cooperation in a timely manner on reasonable notice from IS&S, so long as IS&S, following Askarpour’s termination of employment,
exercises commercially reasonable efforts to schedule and limit its need for Askarpour’s cooperation under this section so as not
to interfere with Askarpour’s other personal and professional commitments. IS&S shall promptly upon request reimburse Askarpour
for any reasonable and documented expenses incurred in connection Askarpour’s performance of obligations pursuant to this section.


 






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7.2.          Governing
Law; Venue; WAIVER OF JURY TRIAL. The validity, interpretation and performance of this Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws. Except as provided
in Section 5.7, any legal action brought between the parties shall be brought in the Court of Common Pleas of Chester County, or
in U.S. District Court for the Eastern District of Pennsylvania. IS&S and Askarpour agree and consent to the personal jurisdiction
of the state or federal courts of Pennsylvania for resolution of any such disputes, and that those courts, and only those courts, shall
have exclusive jurisdiction to determine such disputes. IS&S and Askarpour also agree that those courts are the most convenient forums
for the parties to such dispute and for any potential witnesses, and that documents relating to such dispute are most likely to be found
within those courts’ jurisdictions. Askarpour consents to injunctive relief in such forum to preserve the status quo pending resolution
of any disputes in arbitration pursuant to this Agreement. IS&S AND ASKARPOUR HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF ASKARPOUR’S
EMPLOYMENT OR SERVICE WITH IS&S OR THE TERMINATION THEREOF, OR THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION OR
ENFORCEMENT THEREOF (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).


 


7.3.          Assignment.
This Agreement may be assigned by IS&S in its sole discretion. Upon the transfer of all or substantially all of the assets or business
of IS&S, whether by merger, purchase or otherwise, this Agreement shall be deemed to have been assigned by IS&S to the transferee,
and such transferee shall be deemed substituted for IS&S under the terms of this Agreement and shall be deemed a party hereto. The
obligations of Askarpour hereunder are personal to him, and no such obligations shall be subject to voluntary or involuntary alienation,
assignment or transfer, except that upon Askarpour’s death, this Agreement shall inure to the benefit of and be enforceable by Askarpour’s
personal representatives.


 


7.4.          (a)          Askarpour
agrees that no breach of this Agreement by IS&S shall be deemed a material breach unless Askarpour has given notice of the asserted
material breach in writing to the Board, making specific reference to this Agreement and setting forth the asserted material breach, and
allowed IS&S twenty-eight (28) calendar days thereafter to cure such alleged breach.


 


(b)          Askarpour
agrees that any actual claim or cause of action he may have against IS&S, whether based on this Agreement or not, shall not constitute
a defense to enforcement of Sections 5 and 6 this Agreement, and shall not be used to prohibit injunctive relief.


 


7.5.          Waiver.
Neither the failure, delay, nor partial exercise by IS&S to exercise any right, remedy, or power or privilege under this Agreement
shall operate as a waiver thereof. No waiver shall be effective unless in writing and signed by the party asserted to have granted such
waiver.


 






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7.6.          Askarpour
has had the full opportunity to consult with his own counsel concerning his election to enter into this Agreement.


 


7.7.          Notices.
Any notices to Askarpour required or permitted under this Agreement shall be made in writing and directed to his most recent known home
address, or via hand delivery directly to Askarpour. Any notices to IS&S required or permitted under this Agreement shall be made
in writing and directed to the Board at the principal place of business of IS&S. Either party may change the place to which notices
are directed to him or it, but only in writing.


 


7.8.          Section Headings.
The headings used in this Agreement are for convenience of the parties and shall not be used to interpret or in any way affect the meaning
or interpretation of the provisions hereof.


 


7.9.          Severability.
The provisions of this Agreement are independent of and separable from one another, and no provision shall be affected or rendered invalid
or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in
part. The parties agree that this Agreement shall be construed without reliance upon any presumption against the drafter.


 


7.10.        Entire
Agreement; Amendments. This Agreement supersedes all prior agreements and understandings, both oral and written, between the parties
hereto with respect to the subject matter hereof including the Prior Agreement, except that if Askarpour has executed any other agreement
with IS&S containing non-solicitation, non-compete provisions, or intellectual property provisions the provisions of that agreement
or those agreements are incorporated herein by reference and shall remain in full force and effect. If any of the terms of this Agreement
directly conflict with Askarpour’s other non-solicitation, non-compete provisions, or intellectual property provisions, the terms
of this Agreement shall prevail. This Agreement may not be modified orally, but only by written agreement signed by Askarpour and IS&S,
making express reference to this Agreement.


 


7.11.        Disclosure.
Askarpour shall immediately notify IS&S of any of the following events or occurrences:


 


(a)           any
investigation, inquiry or notice from a governmental agency or department, any outcome of the same including, without limitation, any
investigation, inquiry or notice;


 


(b)           any
criminal charge brought against Askarpour; or


 


(c)           any
other situation that may materially affect Askarpour’s ability to carry out his duties and obligations under this Agreement, or
that may materially affect IS&S’s ability to carry out its duties under this Agreement.


 






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7.12.        Section 409A.
It is the intent of the parties that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable
hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A. Notwithstanding
anything herein to the contrary, neither IS&S nor any of its affiliates shall have any liability to Askarpour or any other person
if the payments and benefits provided under this Agreement are subject to tax under Section 409A. Notwithstanding anything in this
agreement to the contrary, any payments due hereunder, and any other amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A and that would otherwise be payable or distributable hereunder by reason of Askarpour’s
termination of employment, will not be paid or distributed to Askarpour until his “separation from service” within the meaning
of Section 409A. With respect to any provision of this Agreement which provides for reimbursement or in-kind benefits that are subject
to Section 409A, (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year
shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) Askarpour’s
right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (iii) the reimbursement
of an eligible expense shall be made as soon as practicable after Askarpour submits evidence satisfactory to IS&S of the incurrence
of such expense, but not later than December 31 of the calendar year following the calendar year in which the expense was incurred.
Askarpour’s right to receive any installment payments under this Agreement, including, without limitation, any Base Salary continuation
pursuant to Section 4.6(c), shall be treated as a right to receive a series of separate payments and, accordingly, each such installment
payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. If, and only if, Askarpour
is a “specified employee” (within the meaning of Section 409A) as of the date of his separation from service from IS&S,
no amount that constitutes deferred compensation that is payable upon such separation from service and is subject to the six-month delay
rule of Section 409A(a)(2)(B)(i) will be paid to Askarpour before the date that is the first day of the seventh month after
the date of Askarpour’s separation from service or, if earlier, the date of Askarpour’s death following such separation from
service.


 


7.13.        Counterparts;
Fascimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument. IS&S and Askarpour acknowledge and agree that a signature sent by facsimile
will be deemed to be acceptable and as effective as delivery of an original signature.


 






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IN WITNESS, WHEREOF,
the parties have duly executed this Agreement as of the date or dates stated:


 


	 	INNOVATIVE SOLUTIONS & SUPPORT, INC.
	 	 
	 	 
	Date: April 14,
    2022	By:	/s/ Relland M. Winand
	 	 	Chief Financial Officer
	 	 
	 	 
	Date: April 14,
    2022	/s/ Shahram Askarpour
	 	SHAHRAM ASKARPOUR



 






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