EMPLOYMENT AGREEMENT


 


This Employment Agreement (“Agreement”)
is made and entered into as of February 12, 2014, by and between BeesFree, Inc., a Nevada corporation (the “Company”)
and Steven F. Elliott (the “Executive”).


 


Recitals


 


WHEREAS, the Company wishes to employ
the Executive, and Executive wishes to be so employed by the Company, on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are mutually acknowledged, the Company and the Executive hereby agree as follows:


 


Agreement


 


1.           Definitions.
When used in this Agreement, the following terms shall have the following meanings:


 


(a)          “Accrued
Obligations” shall mean:


 


(i)          any
accrued but unpaid salary through the Termination Date;


 


(ii)         any
unpaid or unreimbursed expenses incurred in accordance with Company policy, including amounts due under Section 5(a) hereof, to
the extent incurred during the Term of Employment;


 


(iii)        any
benefits provided under the Company’s Executive benefit plans upon a termination of employment, in accordance with the terms
therein, including rights to equity in the Company pursuant to any plan or grant, and settlement of any Equity Awards in accordance
with the terms of such Equity Awards;


 


(iv)        any
unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the end of the Term of Employment; and


 


(v)         rights
to indemnification by virtue of the Executive’s position as an officer or director of the Company or its subsidiaries and
the benefits under any directors’ and officers’ liability insurance policy maintained by the Company, in accordance
with its terms thereof.


 


(b)          “Board”
shall mean the Board of Directors of the Company.


 


(c)          
“Cause” shall mean, with respect to the Executive, the following:


 


(i)          the
commission of a felony or other crime involving moral turpitude, or the commission of any other act or omission involving dishonesty
or fraud with respect to the Company or any Related Entity or any of its or their respective customers or suppliers; or


 




    	 



    	 



    

  


(ii)         breach
of fiduciary duty, willful misconduct or gross negligence with respect to the Company or any Related Entity; or


 


(iii)        substantial
and repeated failure to perform duties as reasonably directed by the Board; provided, however, that if any such breach is
subject to cure, Executive shall be entitled to written notice of and an opportunity to cure such breach to the Board’s reasonable
satisfaction within 30 calendar days of notice of such breach; or


 


(iv)        material
breach of this Agreement; provided, however, that if any such breach is subject to cure, Executive shall be entitled to
written notice of and an opportunity to cure such breach to the Board’s reasonable satisfaction within 30 calendar days of
notice of such breach; or


 


(v)         any
action taken against Executive by a regulatory body or self-regulatory organization that materially impairs the Executive from
performing his duty for a period of more than 180 days; or


 


(vi)        alcoholism
or drug addiction which materially impairs the Executive’s ability to perform his duties.


 


An act or failure to act shall not be “willful”
if (A) done by the Executive in good faith and (B) the Executive reasonably believed that such action or inaction was in the best
interests of the Company and the Related Entities.


 


(d)          “Change
in Control of the Company” shall mean:


 


(i)          consummation
of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock of the Company
or any other similar corporate event (a “Business Combination”), in each case, unless, following such Business Combination,
all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the voting securities
of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries); or (ii) approval by the Board of Directors of the Company of a complete dissolution
or liquidation of the Company; or (iii) any “person” (as such term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or
becomes, after the Commencement Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 45% or more of the combined voting power of the Company’s then outstanding
securities eligible to vote for the election of the Board of Directors of the Company.


 




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(e)          “CEO”
shall mean the Chief Executive Officer of the Company.


 


(f)          “CFO”
shall mean the Chief Financial Officer of the Company.


 


(g)          
“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.


 


(h)          “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(i)          “Commencement
Date” shall mean February 12, 2014.


 


(j)          “Confidential
Information” shall mean all trade secrets and information disclosed to the Executive or known by the Executive as
a consequence of or through the unique position of his employment with the Company or any Related Entity (including information
conceived, originated, discovered or developed by the Executive and information acquired by the Company or any Related Entity from
others) prior to or after the date hereof, and not generally or publicly known (other than as a result of unauthorized disclosure
by the Executive), about the Company or any Related Entity or its business.


 


(k)          “Disability”
shall have the meaning set forth in a policy or policies of long-term disability insurance, if any, the Company obtains for the
benefit of itself and/or its employees. If there is no definition of “disability” applicable under any such policy
or policies, if any, then the Executive shall be considered disabled due to mental or physical impairment or disability, despite
reasonable accommodations by the Company and any Related Entity, to perform his customary or other comparable duties with the Company
and any Related Entity immediately prior to such disability for a period of at least 120 consecutive days or for at least 180 non-consecutive
days in any 12-month period.


 


(l)          
“Equity Awards” shall mean any stock options, restricted stock, restricted stock units, stock appreciation
rights, phantom stock or other equity based awards granted by the Company to the Executive.


 


(m)          “Excise
Tax” shall mean any excise tax imposed by Section 4999 of the Code, together with any interest and penalties imposed
with respect thereto, or any interest or penalties incurred by the Executive with respect to any such excise tax.


 


(n)          “Expiration
Date” shall mean the date on which the Term of Employment shall expire.


 




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(o)          “Good
Reason” shall mean:


 


(i)          the
assignment to the Executive of any duties inconsistent in any material respect with the Executive’s position (including status,
titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2(b) hereof, or any other
action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of written notice thereof given by the Executive; or


 


(ii)         any
material failure by the Company to comply with any of the provisions of Section 4 hereof, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of written notice
thereof given by the Executive; or


 


(iii)        any
decrease in salary payable pursuant to the terms of this Agreement without the Executive’s written consent.


 


(p)          
“President” shall be President of the Company. 


 


(q)          “Related
Entity” shall mean the Company and any direct or indirect subsidiary of the Company or a subsidiary, and any business,
corporation, partnership, limited liability company or other entity designated by the Board, in which the Company or a subsidiary
holds a substantial ownership interest, directly or indirectly.


 


(r)          “Restricted
Period” shall mean the twelve (12) month period following the Termination Date.


 


(s)          “Severance
Amount” shall mean in the event that Executive’s employment is terminated without Cause or with Good Reason,
$100,000. The Severance Amount shall be payable in one lump sum within thirty (30) days of Executive’s termination, subject
to applicable withholding and other taxes.


 


(t)          
“Term of Employment” shall mean the period during which the Executive shall be employed by the Company pursuant
to the terms of this Agreement.


 


(u)          “Termination
Date” shall mean the date on which the Term of Employment ends.


 


2.           Employment.


 


(a)          Employment
and Term. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, during
the Term of Employment on the terms and conditions set forth herein.


 




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(b)          Duties
of Executive. During the Term of Employment, the Executive shall be employed and serve as the CEO and President of the
Company, and shall have such duties typically associated with such titles and shall exercise such power and authority as may from
time to time be delegated to him by the Board. In addition, upon consummation of a debt or equity financing, or combination thereof,
of not less than $3,000,000 in one transaction or a series of related transactions (the “Financing”), the Company
shall promptly undertake to appoint Executive to the Board of Directors and Executive agrees to serve as a member of the Board
for as long as he shall serve as CEO of the Company. The Executive shall devote a majority of his full business time, attention
and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his
reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation
during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company
or its Related Entities, (ii) interferes with or detract from the proper and efficient performance of his duties for the Company,
or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any
other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate
(subject to prior approval of the Board), civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements
or teach at educational institutions, (z) manage personal investments or (zz) be involved in certain ongoing business initiatives
in the dairy industry, so long as any of such activities do not otherwise constitute a breach of items (i), (ii) or (iii) of the
immediately preceding sentence.


 


3.           Term.


 


(a)          Initial
Term. The initial Term of Employment under this Agreement, and the employment of the Executive hereunder, shall commence
on the Commencement Date and shall expire on the February 11, 2018, unless sooner terminated in accordance with Section 6 hereof.


 


(b)          Release.
Upon termination of this Agreement in accordance with the terms contained herein, as a condition to receiving any payments or benefits
to which he is entitled under the terms of this Agreement, the Executive shall execute and deliver to the Company a release in
the form attached hereto as Exhibit A within thirty (30) days following his termination of employment. Such release shall
remain in full force and effect so long as the Company is in compliance with its obligations to pay severance and provide the other
post-termination benefits hereunder, subject to the Executive continuing to abide by the post-termination obligations and covenants
contained herein.


 


4.           Compensation.


 


(a)          Base
Salary. The Executive shall receive an initial base salary of $240,000 per annum. Any increases in the Executive’s
base salary shall be determined by the Board (such salary at any given time, the "Base Salary"). Such Base Salary
shall be payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding
and other taxes, but not less often than monthly. The Executive shall also be eligible for an annual cash bonus to be determined
by the Board or applicable committee thereof. The Base Salary and Executive’s other forms of compensation shall be reviewed,
at least annually, and may, by action and in the discretion of the Board or applicable committee thereof, if applicable, be increased
(but may not be decreased) at any time or from time to time.


 




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5.           Expense
Reimbursement and Other Benefits.


 


(a)          Reimbursement
of Expenses. Upon the submission of proper substantiation by the Executive, and subject to such rules and guidelines as
the Company may from time to time adopt with respect to the reimbursement of expenses of executive personnel, the Company shall
reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive during the Term of Employment in
the course of and pursuant to the business of the Company, including, but not limited to travelling, national and international
phone calls, accommodation expenses. The Executive shall account to the Company in writing for all expenses for which reimbursement
is sought and shall supply to the Company copies of all relevant invoices, receipts or other evidence reasonably requested by the
Company.


 


(b)          Compensation/Benefit
Programs. During the Term of Employment, the Executive shall be entitled to participate in all medical, dental, hospitalization,
accidental death and dismemberment, disability, travel and life insurance plans and retirement plans or other plans as are presently
and hereinafter offered by the Company to its executive personnel, including savings, pension, profit-sharing and deferred compensation
plans, subject to the general eligibility and participation provisions set forth in such plans. In addition, the Company will reimburse
Executive for the expense incurred in participating in other similar health plans to the extent the Company does not have such
plans in place. Additionally, Executive shall be added as an insured to any director and officer insurance policy that the Company
or any of the Company’s subsidiaries or affiliates hereafter procures.


 


(c)          Equity
Awards. The Company and Executive shall enter into a Stock Option Agreement pursuant to which the Company shall grant to
Executive certain options (“Options”) to purchase common stock of the Company upon such terms and conditions set forth
below:


 


(i)          Options
to purchase 3,000,000 shares of the Company’s common stock. The Options shall vest as follows (x) 750,000 of such Options
shall vest upon consummation of the Financing, and (y) the remaining 2,250,000 Options shall vest in the following manner: 562,500
Options shall vest on the first anniversary of the date of this Agreement; the remaining 1,687,500 Options shall vest monthly in
equal monthly amounts of 46,875 Options per month, for each of the 36 months following the first anniversary of the date of this
Agreement.


 


(ii)         
Each Option shall be exercisable for a period of four (4) years from the date of vesting of the Options, at an exercise price equal
to $0.50 per share, which is greater than the 30-day average closing price of the Company’s common stock prior to the date
of this Agreement. To the extent that any stock options granted hereunder are not made pursuant to the any Stock Option Plan covered
by a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), the Company agrees
to file with the SEC, within a reasonable period following the grant of such options, a Form S-8 registration statement covering
the shares of common stock issuable upon exercise of the stock options. In addition, the Executive shall be eligible to be granted
Equity Awards under (and therefore subject to all terms and conditions of) such plans or programs as the Company may from time
to time adopt, and subject to all rules of regulation of the Securities and Exchange Commission applicable thereto. The number
and type of Equity Awards, and the terms and conditions thereof, shall be determined by the Board or committee thereof, in its
discretion and pursuant to the plan or arrangement pursuant to which they are granted. Notwithstanding any other provision in this
Agreement, in the event of a Change in Control during the Term of Employment, all Options granted to Executive as shall immediately
vest and be exercisable.


 




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(d)          Other
Benefits. The Executive shall be entitled to four (4) weeks of paid vacation days during each year of the Term of Employment,
to be taken at such times as the Executive and the Company shall mutually determine and provided that no vacation time shall significantly
interfere with the duties required to be rendered by the Executive hereunder. Any vacation time not taken by Executive during any
calendar year may be carried forward into any succeeding calendar year.


 


The Executive shall receive such additional
benefits, if any, as the Board shall from time to time determine.


 


6.           Termination.


 


(a)          General.
The Term of Employment shall terminate upon the earliest to occur of (i) the Executive’s death, (ii) a termination by the
Company by reason of the Executive’s Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination
by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise
be requested by the Company in writing and agreed upon in writing by Executive, the Executive shall resign from any and all directorships,
committee memberships or any other positions the Executive holds with the Company or any of its Related Entities. Upon termination
of Executive’s employment with the Company pursuant to this Section, all compensation and benefits shall cease to accrue
upon discharge of Executive and the Company shall have no further obligations to the Executive or his heirs, administrators, or
executors with respect to compensation and benefits thereafter, except to pay the Executive or his heirs, administrators or executors
as set forth in this Section.


 


(b)          Termination
by Company for Cause. The Company shall at all times have the right, upon written notice to the Executive, to terminate
the Term of Employment for Cause. For purposes of this Section 6(b), any good faith determination by the Board of Cause shall be
binding and conclusive on all interested parties. In the event that the Term of Employment is terminated by the Company for Cause,
the Executive shall be entitled only to the Accrued Obligations, payable within a reasonable period following the Termination Date.
All options, vested or unvested, shall terminate as of the Termination Date.


 


(c)          Disability.
The Company shall have the option to terminate the Term of Employment upon written notice to the Executive, at any time during
which the Executive is suffering from a Disability. In the event that the Term of Employment is terminated due to the Executive’s
Disability, the Executive shall be entitled to:


 


(i)          the
Accrued Obligations, payable as soon as reasonably practicable following the Termination Date;


 




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(ii)         continuation
of the health benefits provided to the Executive and his covered dependents under the Company health plans as in effect from time
to time after the date of such termination with the Company paying all premiums relating thereto until the earlier of: (A) five
(5) months following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus,
is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits,
the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and


 


(iii)        all
Options granted to Executive as described herein which have vested on or before the Termination Date pursuant to this Section 6(c)
and any other options granted to Executive to purchase the Company’s common stock after the date of this Agreement which
have vested on or before the Termination Date pursuant to this Section 6(c) shall be exercisable for a period of nine (9) months
from the date of the termination; provided, however, such period of nine (9) months shall not exceed
the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the
tenth anniversary of the original date of grant of such options. Any unvested Options shall terminate.


 


(d)          Death.
In the event that the Term of Employment is terminated due to the Executive’s death, the estate of the Executive shall be
entitled to:


 


(i)          the
Accrued Obligations, payable as soon as reasonably practicable following the Termination Date;


 


(ii)         continuation
of the health benefits provided to the Executive’s covered dependents under the Company health plans as in effect from time
to time after the Executive’s death with the Company paying all premiums relating thereto until five (5) months following
the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company
may require the covered dependents to elect to continue such health insurance pursuant to COBRA; and


 


(iii)        all
Options granted to Executive as described herein which have vested on or before the Termination Date pursuant to this Section 6(d)
and any other options granted to Executive to purchase the Company’s common stock after the date of this Agreement which
have vested on or before the Termination Date pursuant to this Section 6(d) shall be exercisable for a period of nine (9) months
from the date of the termination; provided, however, such period of nine (9) months shall not exceed
the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the
tenth anniversary of the original date of grant of such options. Any unvested Options shall terminate.


 


(e)          Termination
Without Cause. The Company may terminate the Term of Employment at any time without Cause, by written notice to the Executive.
In the event that the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death
or Disability), the Executive shall be entitled to:


 


(i)          Accrued
Obligations, payable as soon as reasonably practicable following the Termination Date;


 




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(ii)         the
Severance Amount, payable in one lump sum within thirty (30) days of Executive’s termination, subject to applicable withholding
and other taxes;


 


(iii)        continuation
of the health benefits provided to the Executive and his covered dependents under the Company health plans as in effect from time
to time after the date of such termination with the Company paying all premiums until the earlier of: (A) five (5) months from
the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health
insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company
may require the Executive to elect to continue his health insurance pursuant to COBRA; and


 


(iv)        all
Options granted to Executive as described herein which have vested on or before the Termination Date pursuant to this Section 6(e)
and any other options granted to Executive to purchase the Company’s common stock after the date of this Agreement which
have vested on or before the Termination Date pursuant to this Section 6(e) shall be exercisable for a period of six (6) months
from the date of the termination if the date of termination occurs within a two year period of the date of this Agreement, and
shall be exercisable for a for a period of twenty-four (24) months if the date of termination occurs after the second anniversary
of this Agreement; provided, however, such periods of exercisability shall not exceed the earlier of
the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary
of the original date of grant of such options. Any unvested Options shall terminate.


 


(f)          Termination
by Executive for Good Reason. The Executive may terminate the Term of Employment for Good Reason by providing the Company
thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written
notice, to be effective, must be provided to the Company within thirty (30) days of the occurrence of such event. During such thirty
(30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Executive’s
termination shall be effective upon the date immediately following the expiration of the thirty (30) day notice period, and the
Executive shall be entitled to the same payments and benefits as provided in Section 6(e) above for a termination without Cause.


 


(g)          Termination
by Executive Without Good Reason. The Executive may terminate his employment without Good Reason by providing the Company
thirty (30) days’ written notice of such termination. In the event of a termination of employment
by the Executive under this Section 6(g), the Executive shall be entitled to the Accrued Obligations and all vested options shall
be exercisable for a period of nine (9) months from the date of the termination; provided, however,
such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their
original terms under any circumstances or the tenth anniversary of the original date of grant of such options. Any unvested Options
shall terminate. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its
sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination
without Good Reason.


 




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(h)          Section
280G Additional Payments by the Company. 


 


(i)          Anything
in this Agreement to the contrary notwithstanding, in the event that the Executive shall become entitled to payments and/or benefits
provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of any
plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control
covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any person affiliated
with the Company or such person) as a result of such change in ownership or effective control (collectively, the “Company
Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section
4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), the Company shall pay to the Executive
at the time specified in clause (iv) hereof an additional amount (the “Gross-Up Payment”) such that the net
amount retained by the Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and local
income or payroll tax upon the Gross-Up Payment provided for by this clause (i), but before deduction for any U.S. federal, state,
and local income or payroll tax on the Company Payments, shall be equal to the Company Payment.


 


(ii)         For
purposes of determining whether any of the Company Payments and Gross-Up Payment (collectively, the “Total Payments”)
will be subject to the Excise Tax and the amount of such Excise Tax, (A) the Total Payments shall be treated as “parachute
payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the
“base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless
and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to
any change in ownership (as described in Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company
(the “Accountants”) such Total Payments (in whole or in part): (1) do not constitute “parachute payments,”
(2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess
of the “base amount” or (3) are otherwise not subject to the Excise Tax, and (B) the value of any non-cash benefits
or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of
the Code. In the event that the Accountants are serving as accountants or auditors for the individual, entity or group effecting
the change in control (within the meaning of Section 280G of the Code), the Executive may appoint another nationally recognized
accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the “Accountants”
hereunder). All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations
both to the Company and the Executive at such time as it is requested by the Company or the Executive. The determination of the
Accountants shall be final and binding upon the Company and the Executive.


 




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(iii)        For
purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay U.S. federal income taxes at the
highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state
and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence for
the calendar year in which the Company Payments are to be made, net of the maximum reduction in U.S. federal income taxes which
could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently
determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made,
the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the
portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to
the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the
Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus
interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing,
in the event that any portion of the Gross-Up Payment to be refunded to the Company has been paid to any U.S. federal, state and
local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion
has been made to the Executive, and interest payable to the Company shall not exceed the interest received or credited to the Executive
by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of
action to be pursued (and the method of allocating the expense thereof) if the Executive’s claim for refund or credit is
denied. In the event that the Excise Tax is later determined by the Accountants or the Internal Revenue Service (or other taxing
authority) to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any
payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) promptly after
the amount of such excess is finally determined.


 


(iv)        The
Gross-Up Payment or portion thereof provided for in clause (iii) shall be paid not later than the thirtieth (30th) day following
an event occurring which subjects the Executive to the Excise Tax; provided, however, that if the amount of such
Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate, as determined in good faith by the Accountants, of the minimum amount of such payments and shall pay the
remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further
payments pursuant to clause (iii), as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth
(90th) day after the occurrence of the event subjecting the Executive to the Excise Tax. Subject to clauses (iii) and (viii) hereof,
in the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess
shall constitute a loan by the Company to the Executive, payable on the fifth (5th) day after demand by the Company (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code).


 


(v)         In
the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive
shall permit the Company to control issues related to the Excise Tax (at the Company’s expense), provided that such issues
do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event that
the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of
either issue, but if the parties cannot agree, the Executive shall make the final determination with regard to the issues. In the
event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the
representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate
with the Company and its Representatives.


 




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(vi)        The
Company shall be responsible for all charges of the Accountants.


 


(vii)       The
Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax covered by this Section 6(h).


 


(viii)      Nothing
in this Section 6(i) is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation
hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Executive and
the repayment obligation null and void. The provisions of this Section 6(h) shall survive the termination of the Executive’s
employment with the Company for any reason.


 


(i)          Cooperation.
Following the Term of Employment, the Executive shall give his assistance and cooperation willingly, upon reasonable advance notice
with due consideration for his other business or personal commitments, in any matter relating to his position with the Company,
or his expertise or experience as the Company or any Related Entity may reasonably request, including his attendance and truthful
testimony where deemed appropriate by the Company or any Related Entity, with respect to any investigation or the Company’s
or any Related Entity’s defense or prosecution of any existing or future claims or litigations or other proceedings relating
to matters in which he was involved or potentially had knowledge by virtue of his employment with the Company. In no event shall
his cooperation materially interfere with his services for a subsequent employer or other similar service recipient. To the extent
permitted by law, the Company agrees that (i) it shall promptly reimburse the Executive for his reasonable and documented expenses
in connection with his rendering assistance and/or cooperation under this Section 6(i) upon his presentation of documentation for
such expenses and (ii) the Executive shall be reasonably compensated for any continued material services as required under this
Section 6(i).


 


(j)          Section
409A.


 


(i)          The
intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the
regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum
extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with
specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any award of compensation,
including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section
409A, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through
good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any
provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall,
to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of
the applicable provision without violating the provisions of Code Section 409A.


 




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(ii)         Notwithstanding
any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision
of any benefit that constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the Executive’s
separation from service, such payment or benefit shall not be made or provided (subject to the last sentence of this Section 6(j)(ii))
prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation
from service” (as such term is defined under Code Section 409A), and (ii) the date of Executive’s death (the “Delay
Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(j)(ii) (whether
they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed
to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance
with the normal payment dates specified for them herein.


 


7.           Taxes.
Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive
or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in
part, the Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as required by law,
provided it is satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.


 


8.           Assignment.
The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to
any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer
all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly
in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not
otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement
or any rights or obligations hereunder.


 


9.           Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of
New York, without regard to principles of conflict of laws.


 




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10.         Arbitration.


 


(a)          Exclusive
Remedy. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies
of disputes arising out of the Executive’s employment with the Company or out of this Agreement, or the Executive’s
termination of employment or termination of this Agreement, may not be in the best interests of either the Executive or the Company,
and may result in unnecessary costs, delays, complexities, and uncertainty. Except as otherwise provided in Section 11 hereof,
the parties agree that any dispute between the parties arising out of or relating to the Executive’s employment, or to the
negotiation, execution, performance or termination of this Agreement or the Executive’s employment, including, but not limited
to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights
Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the
Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar
federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment
shall be resolved by arbitration in the New York, New York area, in accordance with the National Employment Arbitration Rules of
the American Arbitration Association, as modified by the provisions of this Section 10. The parties each further agree that the
arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any
right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. The parties acknowledge
and agree that their obligations under this arbitration agreement survive the expiration or termination of this Agreement and continue
after the termination of the employment relationship between the Executive and the Company. Except as otherwise provided in
Section 11 hereof, by election of arbitration as the means for final settlement of all claims, the parties hereby waive their respective
rights to, and agree not to, sue each other in any action in a federal, state or local court with respect to such claims, but may
seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their
respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.


 


(b)          Arbitration
Procedure and Arbitrator’s Authority. In the arbitration proceeding, each party shall be entitled to engage in any
type of discovery permitted by the Federal Rules of Civil Procedure, to retain its own counsel, to present evidence and cross-examine
witnesses, to purchase a stenographic record of the proceedings, and to submit post-hearing briefs. In reaching his/her decision,
the arbitrator shall have no authority to add to, detract from, or otherwise modify any provision of this Agreement. The arbitrator
shall submit with the award a written opinion which shall include findings of fact and conclusions of law. Judgment upon the award
rendered by the arbitrator may be entered in any court having competent jurisdiction.


 


(c)          Effect
of Arbitrator’s Decision; Arbitrator’s Fees. The decision of the arbitrator shall be final and binding between
the parties as to all claims which were or could have been raised in connection with the dispute, to the full extent permitted
by law. In all cases in which applicable federal law precludes a waiver of judicial remedies, the parties agree that the decision
of the arbitrator shall be a condition precedent to the institution or maintenance of any legal, equitable, administrative, or
other formal proceeding by the Executive in connection with the dispute, and that the decision and opinion of the arbitrator may
be presented in any other forum on the merits of the dispute. If the arbitrator finds that the Executive was terminated in violation
of law or this Agreement, the parties agree that the arbitrator acting hereunder shall be empowered to provide the Executive with
any remedy available should the matter have been tried in a court, including equitable and/or legal remedies, compensatory damages
and back pay. The arbitrator’s fees and expenses and all administrative fees and expenses associated with the filing of the
arbitration shall be borne by the non-prevailing party.


 




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11.         Restrictive
Covenants.


 


(a)          Executive
recognizes and acknowledges that the Company, Related Entities and their subsidiaries, through the expenditure of considerable
time and money, have developed and will continue to develop in the Confidential Information. In consideration of his continued
employment by the Company hereunder, Executive agrees that he will not, during the Restricted Period, directly or indirectly, make
any disclosure of Confidential Information now or hereafter possessed by the Company, Related Entities, and/or any of their current
or future, direct or indirect subsidiaries (collectively, the "Group"), to any person, partnership, corporation or entity
either during or after the term hereunder, except to employees of the Group and to others within or without the Group, as Executive
may deem necessary in order to conduct the Group's business and except as may be required pursuant to any court order, judgment
or decision from any court of competent jurisdiction. The foregoing shall not apply to information which is in the public domain
on the date hereof; which, after it is disclosed to Executive by the Group, is published or becomes part of the public domain through
no fault of Executive; which is known to Executive prior to disclosure thereof to him by the Group as evidenced by his written
records; or, after Executive is no longer employed by the Group, which is thereafter disclosed to Executive in good faith by a
third party which is not under any obligation of confidence or secrecy to the Group with respect to such information at the time
of disclosure to him. The provisions of this Section 11 shall continue in full force and effect notwithstanding termination of
Executive's employment under this Agreement or otherwise.


 


(b)          Executive
agrees that if the Company has made and is continuing to make all required payments to him upon and after termination of his employment,
then during the Restricted Period, Executive shall neither directly and/or indirectly (a) solicit, hire and/or contact any prior
(within twelve (12) months) or then current employee of the Company and/or Related Entities nor any of their respective direct
and/or indirect subsidiaries (collectively, the "Applicable Entities"), nor (b) solicit any business with any prior (within
twelve (12) months of termination) or then current customer and/or client of the Applicable Entities. In addition, Executive shall
not attempt (directly and/or indirectly) to do anything either by himself or through others that he is prohibited from doing pursuant
to this Section 11. Given that this Agreement is providing significant benefits to Executive, Executive hereby agrees that during
the Restricted Period, without the prior written consent of the Board, he will not, directly or indirectly, either as principal,
manager, agent, consultant, officer, director, stockholder, partner, investor, lender or employee or in any other capacity, carry
on, be engaged in or have any financial interest in, any business which is in competition with any business of the Applicable Entities.
For purposes of this section, a business shall be deemed to be in competition with any business of the Applicable Entities if it
is materially involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold,
dealt in or rendered by any member of the Applicable Entities within the same geographic area in which such member of the Applicable
Entities effects such purchases, sales or dealings or renders such services. Notwithstanding the foregoing, Executive shall be
allowed to make passive investments in publicly held competitive businesses as long as his ownership is less than 5% of such business.


 




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(c)          The
Executive and the Company agree that at all times during the Term of Employment and for a period of five years from and after the
expiration or termination of this Agreement and the termination of the Executive’s employment with the Company, neither the
Executive nor the Company will make, publish or communicate at any time to any person or entity, including but not limited to any
client or other entity or person for which the Company provides or provided at any relevant time any advertising or marketing or
other services or goods, any Disparaging (defined below) remarks, comments or statements concerning the other (or, in the case
of the Company, any of its directors, managers, officers, partners, members or employees).  The previous sentence shall not
apply, however, in the case of any remarks, comments or statements which are made (i) in testimony pursuant to a court order, subpoena,
or legal process, (ii) in discussions with any regulator or government agency, (iii) to a court, mediator or arbitrator in connection
with any litigation or dispute between the Executive and the Company, or (iv) privately in the course of the Company’s supervision
or review of the Executive’s job performance.  “Disparaging” remarks, comments or statements are
those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged
or that would adversely effect in any manner the conduct of the business or the business reputation of such individual or entity.


 


(d)          Executive
acknowledges that the restrictive covenants (the "Restrictive Covenants") contained in this Section 11 are a condition
of his continued employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court
determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable,
the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without
regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or
unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic
or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. If
Executive breaches, or threatens to breach, any of the Restrictive Covenants, the Company, in addition to and not in lieu of any
other rights and remedies it may have at law or in equity, shall have the right to injunctive relief; it being acknowledged and
agreed to by Executive that any such breach or threatened breach would cause irreparable and continuing injury to the Company and
that money damages would not provide an adequate remedy to the Company.


 


12.         Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written,
between the Executive and the Company (or any of its affiliates) with respect to such subject matter. This Agreement may not be
modified in any way unless by a written instrument signed by both the Company and the Executive.


 


13.         Survival.
The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment
hereunder, including without limitation, the Company’s obligations under Section 6, and the expiration of the Term of Employment,
to the extent necessary to the intended preservation of such rights and obligations.


 




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14.         Notices.
All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier or sent
by registered or certified mail, return receipt requested addressed as set forth herein. Notices personally delivered or sent by
overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed
given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit
in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to BeesFree, Inc., 2101 Vista Parkway, Suite 122, West
Palm Beach, FL 33411, and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such
other address as either party shall request by notice to the other in accordance with this provision.


 


15.         Benefits;
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation,
any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.


 


16.         Right
to Consult with Counsel; No Drafting Party. The Executive acknowledges having read and considered all of the provisions
of this Agreement carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the Executive
agrees that the obligations created hereby are not unreasonable. The Executive acknowledges that he has had an opportunity to negotiate
any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against
a party on the basis of who drafted the Agreement.


 


17.         Severability.
The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this
Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are
inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses,
provisions, sections or articles contained in this Agreement shall be declared invalid, this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions, section or sections
or article or articles had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise
invalid provision will be considered to be reduced to a period or area which would cure such invalidity.


 


18.         Waivers.
The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.


 


19.         No
Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this Agreement.


 


20.         Section
Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 




    	- 17 -



    	 



    

 


21.         No
Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon
or give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal representatives,
successors and permitted assigns, any rights or remedies under or by reason of this Agreement.


 


22.         Counterparts.
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 and agreement. This Agreement may also be executed via facsimile or by e-mail delivery
of a “.pdf” format data file, either of which shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) this Agreement with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


23.         Indemnification.


 


(a)          Subject
to limitations imposed by law, the Company shall indemnify and hold harmless the Executive to the fullest extent permitted by law
from and against any and all claims, damages, expenses (including reasonable attorneys’ fees), judgments, penalties, fines,
settlements, and all other liabilities incurred or paid by him in connection with the investigation, defense, prosecution, settlement
or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
and to which the Executive was or is a party or is threatened to be made a party by reason of the fact that the Executive is or
was an officer, Executive or agent of the Company, or by reason of anything done or not done by the Executive in any such capacity
or capacities, provided that the Executive acted in good faith, in a manner that was not grossly negligent or constituted willful
misconduct and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company also shall pay any
and all expenses (including reasonable attorney’s fees) incurred by the Executive as a result of the Executive being called
as a witness in connection with any matter involving the Company and/or any of its officers or directors.


 


(b)          The
Company shall pay any expenses (including reasonable attorneys’ fees), judgments, penalties, fines, settlements, and other
liabilities incurred by the Executive in investigating, defending, settling or appealing any action, suit or proceeding described
in this Section 23 in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the amount
of such expenses to the Executive, but in no event later than 10 days following the Executive’s delivery to the Company of
a written request for an advance pursuant to this Section 23, together with a reasonable accounting of such expenses.


 


(c)          The
Executive hereby undertakes and agrees to repay to the Company any advances made pursuant to this Section 24 if and to the extent
that it shall ultimately be found that the Executive is not entitled to be indemnified by the Company for such amounts.


 


(d)          The
Company shall make the advances contemplated by this Section 23 regardless of the Executive’s financial ability to make repayment,
and regardless whether indemnification of the Indemnitee by the Company will ultimately be required. Any advances and undertakings
to repay pursuant to this Section 23 shall be unsecured and interest-free.


 




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(e)          The
provisions of this Section 23 shall survive the termination of the Term of Employment or expiration of the term of this Agreement.


 


Signature page to follow


 




    	- 19 -



    	 



    

 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	BEESFREE, INC.
	 	 	 
	 	By:	/S/ JOSEPH FASCIGLIONE
	 	Name: Joseph Fasciglione
	 	Title: Interim Chief Financial Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/S/ STEVEN F. ELLIOTT
	 	STEVEN F. ELLIOTT


 




    	- 20 -



    	 



    

 


EXHIBIT A


 


FORM OF RELEASE


 


I, STEVEN F. ELLIOTT,
on behalf of myself and my heirs, successors and assigns, in consideration of the performance by BeesFree, Inc., a Nevada corporation
(together with its Subsidiaries, the “Company”), of its material obligations under the Employment Agreement,
dated as of February 12, 2014 (the “Agreement”), do hereby release and forever discharge as of the date hereof
the Company, its Affiliates, each such Person’s respective successors and assigns and each of the foregoing Persons’
respective present and former directors, officers, partners, stockholders, members, managers, agents, representatives, employees
(and each such Person’s respective successors and assigns) (collectively, the “Released Parties”) to the
extent provided below.


 


1.           I
understand that any payments or benefits paid or granted to me under Section 6 of the Agreement represent, in part, consideration
for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree
that I will not receive the payments and benefits specified in Section 6 of the Agreement unless I execute this General
Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release.


 


2.           I
knowingly and voluntarily release and forever discharge the Company and the other Released Parties from any and all claims, controversies,
actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or
exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and
in equity, both past and present (through the date of this General Release), whether under the laws of the United States or another
jurisdiction and whether known or unknown, suspected or claimed against the Company or any of the Released Parties which I, my
spouse, or any of my heirs, executors, administrators or assigns, have or may have, which arise out of or are connected with my
employment with, or my separation from, the Company (including, but not limited to, any allegation, claim or violation, arising
under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment
Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans
with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment
Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs;
the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights
law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or
under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach
of contract, infliction of emotional distress, or defamation; or any claim for costs, fees, or other expenses, including attorneys’
fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”); provided,
however, that nothing contained in this General Release shall apply to, or release the Company from, (i) any obligation of the
Company contained in the Agreement to be performed after the date hereof or (ii) any vested or accrued benefits pursuant to any
employee benefit plan, program or policy of the Company.


 




    	- 21 -



    	 



    

  


3.           I
represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph
2 above.


 


4.     
     I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I
acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall
not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).


 


5. 
         In signing this General Release, I acknowledge and intend that it shall
be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this
General Release shall be given full force and effect according to each and all of its express terms and provisions, including
those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness
of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims
hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General
Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I covenant that I shall
not directly or indirectly, commence, maintain or prosecute or sue any of the Released Persons either affirmatively or by way
of cross-complaint, indemnity claim, defense or counterclaim or in any other manner or at all on any Claim covered by this
General Release. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the
event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General
Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or
complaint of the type described in paragraph 2 as of the execution of this General Release.


 


6.       
   I agree that neither this General Release, nor the furnishing of the consideration for this General
Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any
improper or unlawful conduct.


 


7.    
     I agree that this General Release is confidential and agree not to disclose any information
regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have
consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to
disclose the same to anyone.


 


8.  
        Any non-disclosure provision in this General Release does not prohibit or
restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and
circumstances by the Securities and Exchange Commission, FINRA or any other self-regulatory organization or governmental
entity.


 


9.  
        Without limitation of any provision of the Agreement, I hereby expressly
re-affirm my obligations under Section 11 under the Agreement.


 


10.         Whenever
possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.


 




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“Affiliate”
means, with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an
Affiliate of such Person.


 


“Person”
means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department,
agency or political subdivision thereof.


 


“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of
which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or
other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation)
if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business
entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership,
association, or other business entity.


 


BY SIGNING THIS GENERAL RELEASE, I REPRESENT
AND AGREE THAT:


 


(a)          I
HAVE READ IT CAREFULLY;


 


(b)          I
UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS
WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;


 


(c)          I
VOLUNTARILY CONSENT TO EVERYTHING IN IT;


 


(d)          I
HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY (VIA THE AGREEMENT AND THIS RELEASE) BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER
CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;


 


(e)          I
HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____
TO CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __, _____ VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART
THE REQUIRED 21-DAY PERIOD;


 




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(f)          THE
CHANGES TO THE AGREEMENT SINCE _______________ ___, _____ EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.


 


(g)          I
UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE
OR ENFORCEABLE UNTIL THE EIGHTH DAY FOLLOWING EXECUTION OF THE AGREEMENT;


 


(h)          I
HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT
TO IT; AND


 


(i)          I
AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.


 


(j)          THIS
RELEASE SHALL REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE COMPANY IS IN COMPLIANCE WITH ITS OBLIGATIONS TO PAY SEVERANCE AND
PROVIDE THE OTHER POST-TERMINATION BENEFITS UNDER THE AGREEMENT, SUBJECT TO THE EXECUTIVE CONTINUING TO ABIDE BY THE POST-TERMINATION
OBLIGATIONS AND COVENANTS CONTAINED IN THE AGREEMENT.


 


	DATE: ___________ __, ______	______________________________


 




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