Exhibit 10.5


 





EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is made and entered into as of  December 1, 2016, by and between Microphase
Corporation, a Connecticut corporation with its principal place of business located at Microphase Corporation, 100 Trap Falls
Road Extension, Suite 400, Shelton, Connecticut 06484 (the “Company”), and Brian Kelly, an individual and
resident of the State of Connecticut (“Executive” and together with the Company, the
“Parties” and each, a “Party”).


 


RECITALS


 


A.               
Executive is currently engaged as a consultant, serving as the Company’s General Manager.


 





B.                
The Company wishes to employ Executive as Chief Operating Officer because Executive possesses certain knowledge and skills relating
to the Company’s business, structure and operations that the Company wishes to retain for the development and success of
the Company’s business, provided that such appointment shall not be effective until the date of the closing of the initial
public offering of the Company’s common stock (the “Effective Date”).







 


C.                
The Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and conditions
contained herein.


 


NOW, THEREFORE, in
consideration of the premises set forth above and for other good and valuable consideration mutually exchanged by the Parties,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.                 
Employment; Duties. The Company hereby employs Executive, and Executive hereby accepts employment, as Chief Operating
Officer of the Company, subject to the terms and conditions set forth in this Agreement. As Chief Operating Officer, Executive
shall have such duties, responsibilities and authority as are commensurate and consistent with his position and as may, from time
to time, be assigned to him by the board of directors of the Company (the “Board”) or the Company’s Chief
Executive Officer. Executive shall report directly to the Chief Executive Officer and the Board. During the Term (as defined herein),
Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder, unless otherwise
explicitly authorized by the Board. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by Executive for
the making of passive personal investments, the conduct of private business affairs, and charitable activities shall be allowed,
provided that such activities do not materially interfere with the services required to be rendered to the Company hereunder
and do not violate the restrictive covenants set forth herein.


 


2.                 
Term of Employment. The term of Executive’s employment hereunder, unless sooner terminated as provided herein
(the “Initial Term”), shall be for a period of three (3) years, commencing on the Closing day of the IPO of
the Company pursuant to the S1 filed with the SEC on July 28, 2016. The term of this Agreement shall automatically be extended for
additional terms of one (1) year each (each a “Renewal Term”), unless either Party gives prior written notice
of non-renewal (“Non-Renewal Notice”) to the other Party no later than sixty (60) days prior to the expiration
of the then current Term (as defined herein). For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter
collectively referred to as the “Term.”


 






     


     


    

 


3.                 
Compensation of Executive.


 


(a)               
Base Salary. Beginning on the Effective Date, the Company agrees to pay the Executive a base salary at the annual
rate of Two Hundred Thirty Five Thousand Dollars ($235,000). All salary, bonus, or other compensation payable to the Executive shall
be subject to the customary withholding, FICA, medical and other tax and other employment taxes and deductions as required by federal,
state and local law with respect to compensation paid by an employer to an employee. The Board of Directors and any committees
thereof shall perform an annual review of Executive’s salary based on a review of Executive’s performance of his duties
and the Company’s other compensation policies.


 


(b)              
Incentive Bonus. In addition to the foregoing salary, Executive shall be eligible for (i) a one-time cash incentive
bonus in the amount of Thirty Thousand Dollars ($30,000), payable within 30 days of the Company’s closing an initial public
offering of its stock, and (ii) an annual cash incentive bonus (“Cash Incentive Bonus”) as shall be determined
by the Board of Directors in accordance with criteria determined by the Board of Directors and based on the review and recommendation
of the Compensation Committee of the Board of Directors. The Cash Incentive Bonus shall be payable annually in cash and/or equity,
at the election of the Executive.


 





(c)               
Equity Grant. The Company shall issue Seventy-five thousand (75,000) shares of its restricted common stock upon the Effective
Date.







 


(d)              
Expenses. Pursuant to the Company’s customary policies in force at the time of payment, Executive shall be
promptly reimbursed, against presentation of vouchers or receipts therefor, for all expenses properly and reasonably incurred by
Executive on behalf of the Company in the performance of Executive’s duties hereunder.


 


(e)               
Benefits. Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization,
and group health (for Executive and his immediate family) and
benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior executives
(the “Benefit Plans”).


 


(f)               
Vacation Benefits. During the Term, the Executive shall be entitled to receive vacation benefits in accordance with
the Company’s applicable policies and procedures in effect as of the Effective Date of this Agreement, or which becomes effective
during the Term of this Agreement and/or any renewal or extension period thereafter. Subject to said vacation policies and procedures,
the Executive shall be entitled to receive four (4) weeks of Company paid vacation, per year.


 


(g)              
Indemnification and D&O Insurance. The Company agrees to indemnify the Executive to the maximum extent permitted
by the Company’s Articles of Incorporation or Bylaws, including, providing to the Executive, if applicable, any Directors
or Officers Insurance Policy, in effect as of the Effective Date, or which becomes effective during the Term of this Agreement
and/or any renewal or extension period thereafter, with such indemnification of the Executive to be on terms determined by the
Board, or any of its authorized Committees, but on terms no less favorable than provided to any other Company executive, officer
or director, and subject further to the terms of any separate written Indemnification Agreement.


 






    2 


     


    

 


4.                 
Termination; Disability; Resignation; Termination Without Cause.


 


(a)               
Termination for Cause. The Company shall have the right to terminate the Executive’s employment hereunder for
Cause. Upon such termination for Cause, Executive shall have no further duties or obligations under this Agreement (except as provided
in Section 8 and the obligations of the Company to Executive shall be as set forth below. For purposes of this Agreement, “Cause”
shall mean:


 


(i)       Executive’s
indictment or conviction of a felony or any crime involving moral turpitude under federal, state or local law;


 


(ii)       Executive’s
failure to perform (other than as a result of Executive's being Disabled), in any material respect, any of his duties or obligations
under or in accordance with this Agreement for any reason whatsoever, including, without limitation, failure to execute or comply
with a direction of the Board, and the Executive fails to cure such failure within ten business days following receipt of notice
from the Company, or, if such failure cannot be cured within such ten business day period, Executive fails to initiate a cure within
such ten business day period;


 


(iii)       Executive
commits any dishonest, malicious or grossly negligent act which is materially detrimental to the business or reputation of the
Company, or the Company’s business relationships, provided, however, that in such event the Company shall give the Executive
written notice specifying in reasonable detail the reason for the termination;


 


(iv)       Any
intentional misapplication by Executive of the Company’s funds or other material assets, or any other act of dishonesty injurious
to the Company committed by Executive; or


 


(v)       Executive’s
use or possession of any controlled substance or chronic abuse of alcoholic beverages, which use or possession the Board of Directors
reasonably determines renders Executive unfit to serve in his capacity as Chief Operating Officer of the Company.


 


In the event
the Company terminates the Executive’s employment for Cause, then the Executive shall be entitled to receive only such compensation,
expenses and/or benefits that have been earned, accrued or vested as of the date of such termination (collectively, “Accrued
Obligations”).


 



    3 


     


    

 





(b)       Disability.
The Company shall have the right to terminate the Executive's employment hereunder by reason of the Executive’s becoming
Disabled for an aggregate period of ninety (90) days in any consecutive three hundred sixty (360) day period (the “Disability
Period”).


 


(i)       “Disabled”
as used in this Agreement means that, by reason of physical or mental incapacity, Executive shall fail or be unable to substantially
perform the essential duties of his employment with or without reasonable accommodation.


 


(ii)       In
the event Executive is Disabled, during the period of such disability he shall continue to receive his base compensation in the
amount set forth in Section 3(a) hereof, which base compensation shall be reduced by the amount of all disability benefits he actually
receives under any disability insurance program in place with the Company until the first to occur of (1) the cessation of the
Disability or (2) the termination of this Agreement by the Company. During the period of Disability and prior to termination, the
Executive shall continue to receive the benefits provided in Section 3 hereof.


 


(iii)       For
the purposes of this Section 4(b), any amounts to be paid to Executive by the Company pursuant to subsection (ii) above, shall
not be reduced by any disability income insurance proceeds received by him under any disability insurance policies owned or paid
for by the Executive.


 


(iv)       If
the Executive is terminated at the end of the Disability Period, then the Executive shall receive only such compensation, expenses
and/or benefits that have been earned, accrued or vested as of the date of such termination.


 


(c)       Death.
The Company's employment of the Executive shall terminate upon his death and all payments and benefits shall cease upon such date
provided, however, that under this Agreement the estate of such Executive shall be entitled to receive such compensation, expenses
and/or benefits that have been earned, accrued or vested as of the date of such termination.


 


(d)       Termination
by the Executive for Good Reason.


 


The Executive
may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate
his employment hereunder if:


 


(i)       The
Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated;


 


(ii)       The
Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of
the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting
capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive
shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does
not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; or






    4 


     


    

 


(iii)       The
Company defaults in making any of the payments required under this Agreement and said default continues for a ninety (90) day period
after the Executive has given the Company written notice of the payment default.


 


If the Executive elects
to terminate his employment hereunder pursuant to this Section 4(d), then the Company shall continue to pay to the Executive his
base salary, awarded bonus amounts and all benefits owed hereunder through the end of the current Term.


 


(e)       Resignation.
If the Executive voluntarily resigns during the Term of this Agreement or any Renewal Term other than pursuant to Section 4(d)
hereof, then all payments and benefits shall cease on the effective date of resignation, provided that under this Agreement the
Executive shall be entitled to receive such compensation, expenses and/or benefits that have been earned, accrued or vested as
of and through the date of such termination, such date of termination to be mutually agreed upon between the Executive and the
Company.


 


(f)       Termination
Without Cause. The Company may terminate this Agreement at any time, for any reason, or for no reason, effective immediately
upon notice to Executive, delivered in accordance with Section 6 of this Agreement, stating Company’s intention to terminate
this Agreement. If the Company terminates this Agreement pursuant to this Section 4(f) during the Term of this Agreement or any
Renewal Term, then the Company shall continue to pay to the Executive his base salary hereunder through the first anniversary of
the date of such termination and shall receive all Accrued Obligations as of the date of such termination.


 


5.                 
Covenants.


 


(a)               
Confidentiality.


 


(i)                
Proprietary Information. Executive understands and acknowledges that, during the course of his employment with the Company,
Executive shall create and has created, as well as shall be granted and has been granted access to, certain valuable information
relating to the business of the Company that provides the Company with a competitive advantage (or that which could be used to
the disadvantage of the Company by a Competitive Business, as defined herein), which is not generally known by, nor easily learned
or determined by, persons outside the Company (collectively referred to herein as “Proprietary Information”)
including, but not limited to: Developments (as defined herein), the Company’s products, applications, methods, trade secrets
and other intellectual property, the research, development, procedures, manuals, confidential reports, technical information, financial
information, business plans, prospects of opportunities, purchasing, operating and other cost data, employee information (including,
but not limited to, personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals,
memoranda, projections, reports, minutes, plans, drawings, sketches, designs, formula books, data, specifications, software programs
and records, whether or not legended or otherwise identified by the Company as Proprietary Information, as well as such information
that is the subject of meetings and discussions and not recorded. Proprietary Information shall not include such information that
Executive can demonstrate is generally available to the public (other than as a result of a disclosure by Executive).


 


(ii)              
Duty of Confidentiality. Executive agrees at all times, both during and after Executive’s employment with the Company,
(i) to hold all Proprietary Information in a confidential manner for the benefit of the Company, to reasonably safeguard all such
Proprietary Information; and (ii) to adhere to any non-disclosure, confidentiality or other similar agreements to which Executive
or the Company is or becomes a party or subject thereto. Executive also agrees that he shall not, directly or indirectly, disclose
any such Proprietary Information to, or use such Proprietary Information for the benefit of, any third person or entity outside
the Company, except to persons identified in writing by the Company. Executive further agrees that, in addition to enforcing this
restriction, the Company may have other rights and remedies under the common law or applicable statutory laws relating to the protection
of trade secrets. 


 



    5 


     


    




(iii)            
Investors, Other Third-Parties, and Goodwill. Executive acknowledges that all Company Investors, together with all distributors,
representatives, agents, licensees and third-parties (“Other Third Parties”) that the Executive interacts and
works with while employed by Company, are doing business with the Company and not with the Executive, personally, and that in the
course of dealing with such Investors and Other Third Parties, the Company has established goodwill with respect to each such Investor
and Other Third Party that is created and maintained at the Company’s expense (“Third-Party Goodwill”).
Executive also acknowledges that, by virtue of his employment with the Company, he has gained or will gain knowledge of the business
needs of, and other information concerning, the Investors and Other Third Parties, and that Executive will inevitably have to draw
on such information if Executive solicits or provides services to any Investor or Other Third Parties on his own behalf or on behalf
of a Competitive Business. For purposes of this Agreement, “Competitive Business” shall mean any enterprise
engaged in the RF, Microwave, Test and Measurement or other business that is substantially similar to that which the Company is
engaged, or plans to be engaged, so long as Executive is directly involved in such business or planned business on behalf of the
Company. 


 


(iv)            
Nondisparagement. The Executive agrees that at no time during his employment by the Company or thereafter, shall he make,
or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks,
or is otherwise critical of, the reputation, business or character of the Company or any of its respective directors, officers
or employees.


 


(b)              
Restrictions on Solicitation. Executive shall not, directly or indirectly, without the prior written consent and
approval of the Company, (i) interfere with or attempt to interfere with the relationship between any person who is, or was during
the then most recent three (3) month period, an employee, agent, representative or independent contractor of the Company, or solicit,
induce or attempt to solicit or induce any of them to leave the employ or service of the Company or to violate the terms of their
respective contracts, agreements or any employment arrangements with the Company; or (ii) induce or attempt to induce any customer,
client, supplier, distributor, licensee or other business relation of the Company to cease doing business with the Company, or
in any way interfere with the contract or relationship between the Company and any customer, client, supplier, distributor, licensee
or other business relation of the Company. As used herein, the term “indirectly” shall include, without limitation,
Executive’s permitting the use of Executive’s name by any Competitive Business to induce or interfere with any employee
or business relationship of the Company.


 


(c)               
Restrictions on Executive’s Competitive Employment. In order to protect the Company’s Proprietary Information
and Third-Party Goodwill, Executive acknowledges and agrees that in the event this Agreement is terminated for any reason, then,
from the date of such termination, or from the last date upon which Severance is paid to Executive, whichever is later, and for
a period of one (1) year thereafter, the Executive shall not, without the Company’s express written consent, directly
or indirectly, own, control, manage, operate, participate in, be employed by, permit the use of his name with, or act for or on
behalf of, any Competitive Business which competes directly with the Company and its products. The Executive agrees that the restriction
on competitive employment contemplated herein is necessary and reasonable in order to protect the Company in the conduct of its
business.


 



    6 


     


    




(d)              
Assignment of Developments.


 


(i)                
Executive acknowledges and agrees that all developments, including, without limitation, the creation of new products, devices,
inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, trade dress, service marks, copyrights,
domain names, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation,
and writings and applications thereof, including all results and proceeds of the foregoing, relating to the Business or future
business of the Company that Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed,
reduced to practice, or acquired during Executive’s employment with or as a result of Executive’s employment with the
Company (collectively, “Developments”) are being prepared by Executive as an employee of the Company within
the scope of Executive’s employment and shall be considered as “works made for hire” and shall remain the sole
and exclusive property of the Company, free of any reserved or other rights of any kind on Executive’s part. If and to the
extent the fact that the Developments are works made for hire is not effective to place ownership of the Developments and all rights
therein to the Company, then Executive hereby solely, exclusively and irrevocably assigns and transfers to the Company any and
all of his right, title and interest in and to the Developments. Executive agrees to disclose to the Company promptly and fully
all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to
the Company all instruments that the Company shall prepare and to take any and all other actions that are necessary or desirable,
in the reasonable opinion of the Company, to evidence or effectuate all or any of the Company’s rights hereunder, including
executing and delivering patent, trademark or copyright applications and instruments of assignment to the Company and enabling
the Company to file instruments of assignment for, to file and prosecute applications for, and to acquire, maintain, and enforce,
all patents, trademarks or copyrights covering the Developments in all countries in which the same are deemed necessary by the
Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists, and other
documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments
or otherwise concerning the past, present, or planned business of the Company are the property of the Company, and shall be delivered
to the Company immediately upon the termination of Executive’s employment with the Company. 


 


(ii)              
If any patent, trademark or copyright application is filed by Executive or on Executive’s behalf during Executive’s
employment with the Company or within one (1) year after Executive’s leaving the Company’s employ, describing a Development
within the scope of Executive’s work for the Company or which otherwise relates to a portion of the business of the Company,
of which the Executive had knowledge during Executive’s employment with the Company, it is to be conclusively presumed that
the Development was conceived by Executive during the period of such employment.


 


 


(e)               
Remedies. Executive acknowledges that the Company has a compelling business interest in preventing unfair competition
stemming from the intentional or inadvertent use or disclosure of the Company’s Proprietary Information. Executive further
acknowledges and agrees that damages for a breach or threatened breach of any of the covenants set forth in this Section 5 will
be difficult to determine and will not afford a full and adequate remedy, and therefore agrees that the Company, in addition to
seeking actual damages in connection therewith and the termination of the Company’s obligations in Section 4.4 and Section
4.5, may seek specific enforcement of any such covenant in any court of competent jurisdiction, including, without limitation,
by the issuance of a temporary or permanent injunction without the necessity of showing any actual damages or posting any bond
or furnishing any other security, and that the specific enforcement of the provisions of this Agreement will not diminish Executive’s
ability to earn a livelihood or create or impose upon Executive any undue hardship. Executive also agrees that any request for
such relief by the Company shall be in addition to, and without prejudice to, any claim for monetary damages that the Company may
elect to assert.


 



    7 


     


    




(f)               
Rights to Materials and Return of Materials. All papers, files, notes, correspondence, lists, software, software
code, memoranda, e-mails, price lists, plans, sketches, documents, reports, records, data, research, proposals, specifications,
technical information, models, flow charts, schematics, tapes, printouts, designs, graphics, drawings, photographs, abstracts,
summaries, charts, graphs, notebooks, investor lists, customer/client lists, information on the use, development and integration
of software, information relating to the research, development, preparation, maintenance and sale of any Company created products,
including RF or Microwave products, and all other compilations of information, regardless of how such information may be recorded
and whether in printed form or on a computer or magnetic disk or in any other medium (together with all copies of such documents
and things) relating to the Business of the Company or containing Proprietary Information and/or Developments, which Executive
shall use or prepare or come in contact with in the course of, or as a result of, Executive’s employment by the Company shall,
as between the parties to this Agreement, remain the sole property of the Company. Laptop computers, other computers, software
and related data, information and other property provided to Executive by the Company or obtained by Executive, directly or indirectly,
from the Company, also shall remain the sole property of the Company. Upon the termination of Executive’s employment or upon
the prior demand of the Company, Executive shall immediately return all such materials and things to the Company and shall not
retain any copies or remove or participate in removing any such materials or things from the premises of the Company after termination
or the Company’s request for return.


 


6.                 
Notices. Any notice or communication given by either Party hereto to the other shall be in writing and personally delivered
or mailed by registered or certified mail, return receipt requested, postage prepaid, to the following addresses:


 





	 	If to the Company: 	Microphase Corporation
	 	 	100 Trap Falls Road Extension, Suite 400
	 	 	Shelton, Connecticut 06484
	 	 	Attention: Michael Ghadaksaz, CEO
	 	 	Facsimile: [●]
	 	 	 
	 	With a copy to: 	Lucosky Brookman LLP
	 	 	101 Wood Avenue South, 5th Floor
	 	 	Woodbridge, New Jersey 08830
	 	 	Attn: Scott E. Linsky
	 	 	Facsimile: (732) 396-4401
	 	 	 
	 	If to Executive: 	Brian Kelly
	 	 	17 Evelyn Drive
	 	 	Shelton, CT 06484


 





Any notice shall be deemed
given when actually delivered to such address, or two days after such notice has been mailed or sent by Federal Express, whichever
comes earliest. Any person entitled to receive notice may designate in writing, by notice to the other, such other address to which
notices to such person shall thereafter be sent.


 






    8 


     


    

 


7.                 
Miscellaneous.


 


(a)               
Representations and Covenants. In order to induce the Company to enter into this Agreement, the Executive makes the
following representations and covenants to the Company and acknowledges that Company is relying upon such representations and covenants:


 


(i)                
No agreements or obligations exist to which the Executive is a party or otherwise bound, in writing or otherwise, that in any way
interfere with, impede or preclude him from fulfilling any and all of the terms and conditions of this Agreement. 


 


(ii)              
Executive, during his employment, shall use his best efforts to disclose to the Board, in writing, or by other effective method,
any bona fide information known by him, which he reasonably believes is not known to the Board, and which he reasonably believes
would have any material negative impact on the Company.


 


(b)              
Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter
contained herein and supersedes the effectiveness all other prior agreements and understandings between the Parties or between
Executive and the Company with respect to such subject matter.


 


(c)               
Amendment; Waiver. The Parties agree that this Agreement may not be amended, supplemented, canceled or discharged,
except by written instrument executed by the Party against whom enforcement is sought. No failure to exercise, and no delay in
exercising, any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision
of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.


 


(d)              
Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of any
successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s
business. Executive’s rights or obligations under this Agreement may not be assigned by Executive.


 


(e)               
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.


 



    9 


     


    




 


(f)               
Governing Law; Jurisdiction; Interpretation. This Agreement shall be construed in accordance with and governed for
all purposes, by the laws and public policy of the State of New York, except as it pertains to conflict of laws principles. Jurisdiction
and venue shall be conferred upon the state and federal courts located in the City and State of New York.


 


(g)              
Further Assurances. Each of the Parties agree to execute, acknowledge, deliver and perform, and cause to be executed,
acknowledged, delivered and performed, at any time, and from time to time, as the case may be, all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the provisions or intent
of this Agreement.


 


(h)              
Severability. The Parties have carefully reviewed the provisions of this Agreement and agree that they are fair and
equitable. However, in light of the possibility of differing interpretations of law and changes in circumstances, the Parties further
agree that if any one or more of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions of this Agreement shall, to the extent permitted by law, remain
in full force and effect and shall in no way be affected, impaired or invalidated. Moreover, if any of the provisions contained
in this Agreement are determined by a court of competent jurisdiction to be excessively broad as to duration, activity or subject,
it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the maximum extent
compatible with then applicable law.


 


(i)                
Withholding Taxes. All payments hereunder shall be subject to any and all applicable federal, state, local and foreign
withholding taxes.


 


(j)                
Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s
termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments
or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated
or additional tax under Section 409A of the Code, then the Company shall defer the commencement of the payment of any such payments
or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date
that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted
under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause
the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred
if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other
benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated
or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefits.
The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.10; provided
that neither the Company nor any of its officers, directors, shareholders, employees, agents or representatives shall have any
liability to the Executive with respect thereto.


 


(k)              
Survival. Notwithstanding the termination of the Executive’s employment hereunder, the terms, conditions and
provisions contained herein shall survive such termination.


 


(l)                
Counterparts. The Parties agree that this Agreement may be signed in two (2) or more counterparts, each of which
shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument.


 





[Signature Page Follows]


 






    10 


     


    

 


IN WITNESS WHEREOF,
the Parties hereto have executed, or have caused to have executed, this Agreement as of the day and year first above written.


 


 


 


MICROPHASE CORPORATION






 


By: /s/ Michael Ghadaksaz                                   


Name: Michael
Ghadaksaz


Title:   Chief Executive Officer


 


 


 


 


EXECUTIVE 


 


 


/s/ Brian Kelly                                                        


BRIAN KELLY, an individual