Unassociated Document


     

    
      Exhibit
        10.5

      

        EMPLOYMENT
          AGREEMENT 

         

        This
          Employment Agreement,
          dated
          ______, 2008 is made and entered into by and among PSYOP, Inc., a New York
          corporation (the “Company”), [Insert Executive’s Name] (the “Executive”), and
          Fortissimo Acquisition Corp., a Delaware corporation (“Parent”). 

         

        RECITALS

        


        WHEREAS,
          the Company is primarily engaged in the creative design and 3-D animation
          for
          the advertising industry and other industries; 

         

        WHEREAS,
          Parent, FAC Acquisition Sub Corp., a New York corporation and a wholly-owned
          subsidiary of Parent (“Merger Sub”), and the Company intend to effect a
          merger (the
          “Subsidiary Merger”) of the Merger Sub with and into the Company pursuant to an
          Agreement and Plan of Merger and Interests Purchase Agreement, dated as
          of
          January 15, 2008, among Parent, Merger Sub, the Company, Psyop Services,
          LLC,
          each of the stockholders of the Company and Justin Booth-Clibborn (the
          “Stockholders’ Representative”) as agent and attorney-in-fact for each
          Stockholder (the “Merger Agreement”) and the Business Corporation Law of the
          State of New York with the Company to be the surviving corporation of the
          Subsidiary Merger (the “Surviving Corporation”), which Merger will be followed,
          as soon as reasonably practicable, by a merger of the Surviving Corporation
          with
          and into Parent (the “Upstream Merger”);

         

        Whereas,
          the
          Company desires to continue to employ the Executive as [Insert
          Position] following
          the Subsidiary Merger; 

         

        Whereas,
          Parent
          desires to continue to employ the Executive in such capacity following
          the
          Upstream Merger; and

         

        Whereas,
          the
          Executive has agreed to accept such continued employment on the terms and
          conditions set forth in this Employment Agreement;

         

        Now,
          Therefore,
          in
          consideration of the premises and promises contained herein, the parties
          agree
          as follows:

         

        1.  Employment.
          The
          Company hereby employs the Executive as [insert position], and the Executive
          hereby accepts such continued employment with the Company in such capacity.
          As
          [insert position], the Executive shall be responsible for the performance
          of
          [Insert Primary Job Duties]1 and
          such
          other responsibilities as are reasonably assigned to the Executive by the
          CEO [or,
          in
          the case of the CEO, by the Board]. The Executive shall be accountable
          to the
          Chief Executive Officer of
          the
          Company (the “CEO”)
          [other
          than the CEO, who will be accountable to the Board] and
          shall
          perform and discharge faithfully, diligently, and to the best of his/her
          ability, his/her duties and responsibilities hereunder. The Executive shall
          devote his/her entire business time, loyalty, attention and efforts to
          the
          business and affairs of the Company and its affiliates. The Executive agrees
          to
          abide by the rules, regulations, instructions, personnel practices and
          policies
          of the Company and any changes therein that may be adopted from time to
          time by
          the Company.

         

        2.  Term.
          The
          term
          of this Employment Agreement shall commence on the date of effectuation
          of the
          Subsidiary Merger (the “Commencement Date”) and shall continue in effect until
          the third anniversary of the Commencement Date (the “Term of Employment”),
          unless the Executive’s employment shall be terminated earlier pursuant to
          Section 6 below or unless the Executive’s employment with the Company shall be
          extended pursuant to the provisions of Section 6.4 below.

         

        
          
            

          

          1 Primary Job
            Duties and Responsibilities will be inserted here.

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        3.  Compensation.
          As
          full
          compensation for all services rendered by the Executive during the Term
          of
          Employment, the Company will provide to the Executive the
          following:

         

        3.1.  
          Base
          Salary.
          For the
          one-year period commencing on the Commencement Date, the Executive shall
          receive
          an annualized base salary of Two Hundred and Twenty-Five Thousand Dollars
          ($225,000)2
          (the
“Base Salary”), paid in equal bi-weekly installments in accordance with the
          Company’s regularly established payroll
          procedure.  Thereafter, until the three-year anniversary of the
          Commencement Date, provided the Executive remain employed by the Company,
          the
          Base Salary shall be increased on an annual basis by an amount not less
          than the
          product of (x) the Base Salary for the prior year and (y) the
          percentage increase in the consumer price index for urban wage earners
          and
          clerical workers (as published by the United States Bureau of Labor Statistics)
          from the previous year for the New York Metropolitan Area (New York-Northern
          New
          Jersey-Long Island, NY-NJ-CT-PA) (“CPI”).

         

        3.2.   Bonus.
          The
          Executive may be eligible to receive a discretionary annual bonus of up
          to
          $75,000. The actual bonus amount due to the Executive, if any, shall be
          determined by the Board in its sole discretion. The compensation committee
          of
          the Board (the “Compensation Committee”) shall establish the Company milestones
          to be achieved for each fiscal year in order for executive officers to
          be
          eligible for an annual bonus. Partial achievement of such milestones by
          the
          Company may result in a partial payment of such bonus, as the Compensation
          Committee may determine from time to time in its sole discretion. Payment
          of the
          Executive’s bonus shall be made within thirty (30) days following the date on
          which the audited financials for the Company’s prior fiscal year are
          issued.

         

        3.3.  
          Vacation. The
          Executive shall be eligible for fifteen (15) days of paid vacation per
          calendar
          year, or such amount as provided by the Company’s vacation policy as in effect
          from time to time in the event that such policy provides for more than
          fifteen
          (15) days of vacation. Up to five (5) accrued but unused vacation days
          may be
          carried forward for use during the following calendar year. 

         

        3.4.  
          Fringe Benefits.
          The
          Executive shall be eligible to participate in, and receive benefits under,
          all
          insurance and benefit programs that the Company establishes and makes available
          to its similarly situated executives from time to time, to the extent that
          the
          Executive is eligible under (and subject to the provisions of) the plan
          documents governing those programs. The benefits made available to the
          Executive
          and the rules, terms, and conditions for participation in such benefit
          plans may
          be modified, changed, or terminated by the Company at any time without
          advance
          notice to the Executive. The Company currently provides its executives
          with the
          following benefits, among others:

         

        3.4.a.  The
          Company pays one hundred percent (100%) of the health and dental insurance
          premium costs for the Executive and his/her family (as defined by the applicable
          plan);

         

          
            

          

        

        2 The
          base
          annual salaries will be $275,000 for Mr. Booth-Clibborn and $200,000 for
          Mr.
          Selinger.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        3.4.b.  The
          Executive may participate in the Company’s 401(k) and profit sharing plans,
          including Company matches and contributions, as set forth in the Company’s
          401(k) plan; and

         

        3.4.c.  The
          Company pays all short term and long term disability insurance premium
          costs for
          the Executive.

         

        3.5.  Withholdings.
          All
          compensation payable to the Executive shall be subject to applicable taxes
          and
          withholdings.

         

        4.  Expenses.
          The
          Executive shall be entitled to reimbursement by the Company for all reasonable
          business and travel expenses incurred by him on the Company’s behalf during the
          course of his/her employment, in accordance with Company policy and upon
          the
          presentation by the Executive of documentation itemizing such expenditures
          and
          attaching all supporting vouchers and receipts.

         

        5.  Proprietary
          Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation.
          As
          a
          condition of his/her employment, the Executive shall execute the Proprietary
          Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation
          Agreement (the “Restrictive Covenant Agreement”), attached hereto as Exhibit
          A. 

         

        6.  Termination.
          Notwithstanding
          any other provision hereof, the employment of the Executive by the Company
          pursuant to this Employment Agreement shall terminate upon the occurrence
          of any
          of the following:

         

        6.1.  
          Death and Disability. In
          the
          event of the Executive’s death, this Employment Agreement shall terminate
          immediately. If the Executive shall, as a result of any physical or mental
          illness or disability, be unable for a period of more than any three (3)
          consecutive months or for periods aggregating more than 120 days during
          any
          360-day period to perform the services provided for herein, with or without
          reasonable accommodation as that term is defined under applicable law,
          the
          Company may terminate the Executive’s employment. The Company shall determine in
          good faith and in its sole and reasonable discretion whether the Executive
          is
          unable to perform the services provided for herein.

         

        6.2.  
          Termination By Company For Cause.
          The
          Company may terminate the Executive's employment under this Employment
          Agreement
          at any time for Cause. The termination shall be evidenced by written notice
          thereof to the Executive, specifying the Cause for termination. For purposes
          hereof, the term “Cause” shall mean a good faith finding by the Board that the
          Executive:

         

        6.2.a.  failed
          to
          perform (other than by reason of physical or mental illness or disability
          for a
          period of less than three (3) consecutive months or in aggregate less than
          120
          days during any 360-day period) his/her assigned duties diligently or
          effectively or was negligent in the performance of these duties, provided
          that
          the Executive was given prior written notice of such deficiencies and was
          granted thirty (30) days to correct any such deficiencies;

         

        6.2.b.  materially
          breached this Employment Agreement in a manner other than as set forth
          in 6.2.a,
          which breach is materially adverse to the Company and has not been cured
          within
          thirty (30) days after written notice of such breach has been given to
          the
          Executive by the Company;

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        6.2.c.  breached
          his/her Proprietary Rights, Non-Disclosure, Developments, Non-Competition,
          and
          Non-Solicitation Agreement;

         

        6.2.d.  committed
          fraud, theft or embezzlement;

         

        6.2.e.  committed
          willful misconduct relating to the Company; 

         

        6.2.f.  engaged
          in any conduct that is
          materially harmful to the business, interests or reputation of the Company;
          or

         

        6.2.g.  was
          convicted of, or pleaded guilty or nolo contendere to, any felony. 

         

        6.3.  
          Termination by the Executive for Good Reason. The
          Executive may terminate his/her employment under this Employment Agreement
          at
          any time for “Good Reason.” Good Reason means the occurrence, without the
          Executive’s prior written consent, of any of the events or circumstances set
          forth in clauses (a), (b), (c), (d), or (e) below; provided, however, that
          a
          termination for Good Reason by the Executive can only occur if (i) the
          Executive
          has given the Company a written notice indicating the existence of a condition
          giving rise to Good Reason (the “Notice of Termination”) and the Company has not
          cured the condition giving rise to Good Reason within thirty (30) days
          after
          receipt of such Notice of Termination, and (ii) such Notice of Termination
          is
          given within sixty (60) days after the initial occurrence of the condition
          giving rise to Good Reason.

         

        6.3.a.  a
          material breach by the Company of the terms of this Employment
          Agreement,

         

        6.3.b.  a
          liquidation, bankruptcy or receivership of the Company or Parent;

         

        6.3.c.  the
          relocation of the Executive’s place of work such that the distance from the
          Executive’s primary residence to his/her place of work is increased by more than
          fifty (50) miles, 

         

        6.3.d.  any
          material diminution of the Executive’s duties and responsibilities. For purposes
          hereof, an isolated or inadvertent action by the Company that is not taken
          in
          bad faith and that is remedied by the Company as soon as practicable after
          notice thereof is given by the Executive shall not be deemed a material
          diminution of the Executive’s duties and responsibilities, or

         

        6.3.e.  the
          failure of the Parent or Company to have a successor assume their obligations
          under this Agreement in the event of a “Change of Control.” For purposes hereof,
“Change of Control” shall mean (i) any person or entity other than the Company
          or Parent who acquires securities of the Company or Parent other than from
          the
          Executive or his/her affiliates (in one or more transactions) and has 50%
          or
          more of the total voting power of all the Company’s or Parent’s securities then
          outstanding; (ii) a sale of all or substantially all of the assets of the
          Company or Parent; or (iii) if the Company’s or Parent’s business is
          substantially operated through its subsidiaries, a sale of all or substantially
          all of the assets of all of the Company’s or Parent’s subsidiaries (taken as a
          whole).

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        6.4.  Termination
          After the Term of Employment.
          Beginning on the three-year anniversary of the Commencement Date, provided
          the
          Executive’s employment has not previously terminated, the Executive's employment
          shall be on an at-will basis, and may be terminated at any time at the
          Executive’s option or the option of the Company, as the case may be, on the
          terms and subject to the conditions set forth in this Agreement. 

         

        	7.  	
                Effect
                  of Termination.

              


         

        7.1.   Termination
          By Company Without Cause or by Executive for Good Reason.
          In the
          event the Executive’s employment is terminated by the Company without “Cause” as
          defined in Section 6.2 or in the event the Executive terminates his/her
          employment for “Good Reason” as defined in Section 6.3, the Company shall be
          obligated to pay the Executive all accrued salary, vacation pay, expense
          reimbursements and any other sums due to the Executive through the date
          of
          termination. In addition, the Executive shall be entitled to receive the
          following severance benefits provided the Executive executes and does not
          revoke
          a severance and release agreement drafted by and reasonably satisfactory
          to the
          Company: (i) for a period of six (6) months3
          following the Executive’s date of termination, the Company will continue to pay
          to the Executive, in accordance with the Company’s regularly established payroll
          procedure, his/her Base Salary; (ii) should the Executive be eligible for
          and
          elect to continue receiving group medical and dental insurance pursuant
          to the
          federal “COBRA” law, 29 U.S.C. § 1161 et seq., the Company will, for twelve
          (12) months4 following the Executive’s date of termination, pay
          all premium costs for such continued coverage; and (iii) the Restrictive
          Period (as defined in the Executive’s Restrictive Covenant Agreement) will be
          deemed modified such that it is reduced to a six (6) month period5.
          Notwithstanding any other provision set forth in this Employment Agreement,
          in
          the event the Executive’s employment is terminated by the Company without
“Cause” or the Executive terminates his/her employment for “Good Reason” prior
          to the expiration of the Term of Employment, the Executive shall receive,
          pursuant to the terms and conditions set forth herein, only the severance
          benefits set forth in this Section 7.1, and shall not be eligible (nor
          shall the
          Company be liable) for any additional payments, benefits, compensation,
          or
          consideration whatsoever (including any bonus not yet paid and/or any contingent
          payments as more fully described in Exhibit A to the Merger Agreement,
          that the
          Executive may have received had his/her employment not terminated).

         

        7.2.   Other
          Terminations. Except
          for a termination by the Company without “Cause” or by the Executive for “Good
          Reason”, upon the termination of the Executive’s employment for any reason
          before or after the expiration of the Term of Employment (including termination
          of the Executive’s employment for “Cause” as defined in Section 6.2, by the
          Executive without “Good Reason” as defined in Section 6.3, or upon the
          Executive’s death or disability as defined in Section 6.1), the
          obligations of the Company to pay the Executive's Compensation shall immediately
          cease, and the Executive shall be entitled to only the base salary, vacation
          pay, expense reimbursements and any other sums due to the Executive through
          his/her last day of employment. The Executive shall not be entitled to
          any other
          compensation or consideration, including any bonus not yet paid and/or
          any
          contingent payments as more fully described in Exhibit A to the Merger
          Agreement, that the Executive may have received had his/her employment
          not
          terminated.

         

        7.3.  
          Distributions.
          The
          following rules shall apply with respect to distribution of the payments
          and
          benefits, if any, to be provided to the Executive under this Section
          7:

         

          
            

          

        

        3 Three
          (3)
          months in agreements for Messrs. Selinger, Lane and Staves. 

        4 Three
          (3)
          months in agreements for Messrs. Selinger, Lane and Staves. 

        5 Three
          (3)
          month period in agreements for Messrs. Selinger, Lane and Staves.


         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        (i) It
          is
          intended that each installment of the payments and benefits provided under
          Section 7 shall be treated as a separate “payment” for purposes of Section 409A
          of the U.S. Internal Revenue Code of 1986, as amended, and the guidance
          issued
          thereunder (“Section 409A”). Neither the Company nor the Executive shall have
          the right to accelerate or defer the delivery of any such payments or benefits
          except to the extent specifically permitted or required by Section
          409A;

         

        (ii) If,
          as of
          the date of the “separation from service” of the Executive from the Company, the
          Executive is not a “specified employee” (each within the meaning of Section
          409A), then each installment of the payments and benefits shall be made
          on the
          dates and terms set forth in Section 7; and

         

        (iii) If,
          as of
          the date of the “separation from service” of the Executive from the Company, the
          Executive is a “specified employee” (each, for purposes of this Agreement,
          within the meaning of Section 409A), then:

         

        (A)
          Each
          installment of the payments and benefits due under Section 7 that, in accordance
          with the dates and terms set forth herein, will in all circumstances, regardless
          of when the separation from service occurs, be paid within the Short-Term
          Deferral Period (as hereinafter defined) shall be treated as a short-term
          deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4)
          to the
          maximum extent permissible under Section 409A. For purposes of this Agreement,
          the “Short-Term Deferral Period” means the period ending on the later of the
          15th day of the third month following the end of the Executive’s tax year in
          which the Executive’s separation from service occurs and the 15th day of the
          third month following the end of the Company’s tax year in which the Executive’s
          separation from service occurs; and

         

        (B)
          Each
          installment of the payments and benefits due under Section 7 that is not
          paid
          within the Short-Term Deferral Period and that would, absent this subsection,
          be
          paid within the six-month period following the “separation from service” of the
          Executive of the Company shall not be paid until the date that is six months
          and
          one day after such separation from service (or, if earlier, the death of
          the
          Executive), with any such installments that are required to be delayed
          being
          accumulated during the six-month period and paid in a lump sum on the date
          that
          is six months and one day following the Executive’s separation from service and
          any subsequent installments, if any, being paid in accordance with the
          dates and
          terms set forth herein; provided, however, that the preceding provisions
          of this
          sentence shall not apply to any installment of payments and benefits if
          and to
          the maximum extent that that such installment is deemed to be paid under
          a
          separation pay plan that does not provide for a deferral of compensation
          by
          reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating
          to separation pay upon an involuntary separation from service) or Treasury
          Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other
          separation payments). Such payments shall bear interest at an annual rate
          equal
          to the prime rate as set forth in the Eastern edition of the Wall Street
          Journal
          on the Date of Termination, from the Date of Termination to the date of
          payment.
          Any installments that qualify for the exception under Treasury Regulation
          Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of
          the
          second taxable year of the Executive following the taxable year of the
          Executive
          in which the separation from service occurs.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        8.  Absence
          of Restrictions. The
          Executive represents and warrants that he is not bound by any employment
          contracts, restrictive covenants or other restrictions that prevent him
          from
          entering into employment with, or carrying out his/her responsibilities
          for, the
          Company, or which are in any way inconsistent with any of the terms of
          this
          Employment Agreement.

         

        9.  Amendments.
          Any
          amendment to this Employment Agreement shall be made in writing and signed
          by
          the parties hereto.

         

        10.  Notice.
          Any
          notice required to be given, served or delivered to any of the parties
          hereto
          shall be sufficient if it is in writing and sent by certified or registered
          mail
          with proper postage prepaid, telecopier (with receipt confirmed), courier
          service or personal delivery addressed as follows:

         

        


        To
          Executive:

        


        [Insert
          Name]

        [Insert
          Address]

        


        with
          a
          copy (which
          shall not constitute notice) to:

        


        To
          Company:

        


        PSYOP,
          Inc.

        124
          Rivington Street

        New
          York,
          NY 10002

        Attention:
          Sandy Selinger

        Telephone:
          (212) 533-9055 

        Facsimile:
          (212) 533-9112 

        E-mail:
          sandy@psyop.tv

         

        with
          a
          copy (which
          shall not constitute notice) to:

        


        Graubard
          Miller

        405
          Lexington Avenue

        
          	 	 	
                  New
                    York, NY 10174

                


        

        Attention:
          David A. Miller, Esq.

        Telephone:
          212-818-8661

        Facsimile:
          646-227-5439

        E-mail:
          dmiller@graubard.com

         

        To
          Parent:   

         

        Fortissimo
          Acquisition Corporation 

        14
          Hamelacha Street

        Park
          Afek
          PO Box 11704

        Rosh
          Haayin 48091

        Israel

        Attention:
          Marc S. Lesnick

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        Telephone:
          011-972-3-915-7466  

        Facsimile:
          011-972-3-915-7411

        E-mail:
          marc@ffcapital.com

        


        with
          a
          copy (which
          shall not constitute notice) to:

        


        Wilmer
          Cutler Pickering Hale and Dorr LLP

        399
          Park
          Avenue

        New
          York,
          New York 10022

        Attention:
          Brian B. Margolis, Esq.

        Telephone:
          (212) 937-7239

        Facsimile:
          (212) 230-8888

        E-mail:
          brian.margolis@wilmerhale.com

        


        


        or
          to
          such other address as a party from time to time may designate by notice
          to the
          other.

        


        11.  Applicable
          Law.
          This
          Employment Agreement shall be governed by and construed in accordance with
          the
          law of the State of New York (without reference to the conflicts of law
          provisions thereof). 

         

        12.  Dispute
          Resolution.
          The
          Company and Executive mutually agree that any claim or controversy arising
          out
          of or relating to this Agreement, or any breach thereof, or otherwise arising
          out of or relating to the Executive’s employment, compensation and benefits with
          the Company or the termination thereof including any claim for discrimination
          under any local, state or federal employment discrimination law, except
          as
          specifically excluded herein, shall be settled by arbitration in New York,
          New
          York administered by the American Arbitration Association under its National
          Rules for the Resolution of Employment Disputes. Any claim or controversy
          not
          submitted to arbitration in accordance with this Paragraph 12 shall be
          waived,
          and thereafter, no arbitration panel or tribunal or court shall have the
          power
          to rule or make any award on any such claim or controversy. The award rendered
          in any arbitration proceeding held under this Paragraph 12 shall be final
          and
          binding, and judgment upon the award may be entered in any court having
          jurisdiction thereof. Claims for workers’ compensation or unemployment
          compensation benefits are not covered by this Paragraph 12. Also not covered
          by
          this Paragraph 12
          are
          claims by the Company or by the Executive for temporary restraining orders
          or
          preliminary injunctions (“temporary equitable relief”) in cases in which such
          temporary equitable relief would be otherwise authorized by law, including
          but
          not limited to claims for equitable relief arising out of a breach of the
          Proprietary Rights, Non-Disclosure, Developments, Non-Competition, and
          Non-
          Solicitation Agreement referenced in Paragraph 5 of this Agreement. Both
          the Company and the Executive expressly waive any right that any party
          either
          has or may have to a jury trial of any dispute arising out of or in any
          way
          related to the Executive’s employment with or termination from the
          Company.

         

        13.  Entire
          Agreement. This
          Employment Agreement constitutes the entire agreement between the parties
          and
          supersedes all prior agreements and understandings, whether written or
          oral,
          relating to the subject matter of this Employment Agreement.

         

        14.  Successors
          and Assigns.
          This
          Employment Agreement shall be binding upon and inure to the benefit of
          the
          parties and their respective successors and assigns, including any corporation
          with which or into which the Company may be merged or which may succeed
          to its
          assets or business; provided, however, that the obligations of the Executive
          are
          personal and shall not be assigned by him. Upon effectuation of the Upstream
          Merger, Parent shall be deemed to be the employer pursuant to this Employment
          Agreement for all purposes hereof and all references to the Company herein
          shall
          be deemed to be references to Parent.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        15.  Acknowledgment.
          The
          Executive states and represents that he has had an opportunity to fully
          discuss
          and review the terms of this Employment Agreement with an attorney. The
          Executive further states and represents that he has carefully read this
          Employment Agreement, understands the contents herein, freely and voluntarily
          assents to all of the terms and conditions hereof, and signs his/her name
          of
          his/her own free act.

         

        16.  Waiver.
          No
          delay
          or omission by the Company in exercising any right under this Employment
          Agreement shall operate as a waiver of that or any other right. No waiver
          of any
          provision of this Employment Agreement shall be effective unless in writing
          and
          signed by the party waiving its rights, and then such waiver or consent
          shall be
          effective only in the specific instance and for the specific purpose for
          which
          it was given.

         

        17.  Captions.
          The
          captions of the sections of this Employment Agreement are for convenience
          of
          reference only and in no way define, limit or affect the scope or substance
          of
          any section of this Employment Agreement.

         

        18.  Severability.
          If any
          provision of this Employment Agreement shall be invalid, illegal or otherwise
          unenforceable, such provision shall be ineffective to the extent of such
          invalidity, illegality or unenforceability without invalidating the remainder
          of
          such provision or the remaining provisions of this Employment
          Agreement.

         

        19.  Section
          409A of the Code.
          This
          Agreement is intended to comply with the provisions of Section 409A and
          the
          Agreement shall, to the extent practicable, be construed in accordance
          therewith. Terms defined in the Agreement shall have the meanings given
          such
          terms under Section 409A if and to the extent required in order to comply
          with
          Section 409A. Notwithstanding the foregoing, to the extent that the Agreement
          or
          any payment or benefit hereunder shall be deemed not to comply with Section
          409A, then neither the Company, the Board of Directors nor its or their
          designees or agents shall be liable to the Executive or any other person
          for any
          actions, decisions or determinations made in good faith.

         


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF,
          the
          parties hereto have executed this Employment Agreement, as of the ______th
          day
          of __________, 2008.

         

        PSYOP,
          INC.

        


        


        By:
          ______________________________________

        Name:

        Title:

        


        EXECUTIVE:

        


        


        ____________________________________

        [Insert
          Executive’s Name]

        


        FORTISSIMO
          ACQUISITION CORP.

        


        


        By:
          _______________________________________

        Name:

        Title:

        
           

           

        

        
          
            
            

          

          
            10