Unassociated Document


    AMENDED AND
RESTATED

    KEY EXECUTIVE EMPLOYMENT
AGREEMENT

     

    THIS AMENDED AND RESTATED KEY
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26,
2010 (the “Effective Date”), by and between CYBERDEFENDER CORPORATION, a
California Corporation (the “Company”), and Igor Barash
(“Executive”).

    


    RECITALS

     

    WHEREAS, this Agreement amends
and restates in its entirety the Key Executive Employment Agreement, dated as of
July 1, 2008, between the Company and Executive (the “Original
Agreement”);

     

    WHEREAS, the parties are
entering into this Agreement in order to set forth and confirm their respective
rights and obligations with respect to Executive’s employment by the
Company.

     

    NOW THEREFORE, in
consideration of the mutual covenants set forth below, the parties agree as
follows:

    


    AGREEMENT

    


    1.           Employment.  Company
hereby hires Executive as its Chief Information Officer.

    


    2.           Duties;
Policies.  Executive agrees to serve as the Chief Information
Officer as defined in Exhibit “A” attached and incorporated herein by reference,
subject to the terms set forth in this Agreement.  Executive hereby
accepts such employment on the terms and conditions described
herein.  Executive agrees that he shall serve in his capacity as Chief
Information Officer on a full-time basis to the
Company.  Notwithstanding the foregoing, the Company acknowledges that
Executive has other business and ownership interests and may serve on one or
more other boards of directors of companies in which Executive is a stockholder
or owner. Subject to the provisions of Section 11 herein, the Company
acknowledges and consents to the continuation of any such business and ownership
interests and board seats, provided they do not interfere with Executive’s
duties under this Agreement and provided that the business and ownership
interests and relationships do not compete with the business of the Company.
Executive shall obtain the prior written approval of the Company’s board of
directors (the “Board”) (which approval shall not be unreasonably withheld),
before Executive shall be entitled to serve as a director on the governing
boards of other for-profit or not-for-profit entities and to retain any
compensation and benefits resulting from such service in addition to those
disclosed prior to entering into this Agreement, so long as such service does
not unduly interfere with his duties and obligations under this
Agreement.



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    3.           Standard of
Performance.   Executive shall at all times faithfully and
industriously and to the best of Executive’s ability, experience, and talents
perform the duties that may be required of Executive consistent with Executive’s
position and as may be assigned to Executive from time to time by the Board and
as specifically described in Exhibit “A.”

    


    4.           Term.  The term of
Executive’s employment pursuant to this Agreement commenced as of January 1,
2010 (the “Commencement Date”) and shall continue until December 31, 2012 (the
“End Date”), or upon termination of this Agreement described in Section 9 below,
whichever shall occur first (the “Term”). The Term shall include each renewal
term prior to the termination of this Agreement.

    


    5.           Renewal.  If this
Agreement has not been previously terminated pursuant to Section 9 below, then,
without further action by either party, this Agreement shall be renewed for a
successive period of 1 year from the End Date, and in each succeeding year
thereafter for an additional 1 year renewal Term or, in each case until
termination as described herein, unless Executive is otherwise notified in
writing at least 120 days before the End Date (or the end of any renewal
Term).

    


    6.           Compensation;
Benefits.

    


    
      
        	 	
                a.

              	
                
                  
                    Annual Salary. Executive shall receive a base salary
      of $218,750 per year, payable bi-monthly, in substantially equal amounts,
      in accordance with the Company’s payroll practices from time to time in
      effect (“base salary”).  The Company and Executive agree to
      review Executive’s base salary at least every six months and the Board may
      in its discretion increase Executive’s base salary at such intervals
      without amendment or modification of this Agreement; provided, however, if
      at any time during the Term a compensation committee of the Board shall be
      constituted, then the compensation committee shall be responsible for such
      reviews and decisions regarding any increase(s) in Executive’s base
      salary.

                  

                

              


      

    

     

    
      	
               
      

            	
              b.

            	
              Options.  The
      unvested portion of the option grant for 150,000 shares provided to
      Executive pursuant to the Original Agreement (the “Initial Option Grant”)
      shall continue vest in equal monthly increments through July 1, 2012, with
      the final monthly increment vesting on such date. In addition to the
      Initial Option Grant, the Company hereby grants Executive an option to
      purchase 50,000 shares of the Company’s common stock at an exercise price
      equal to the closing price of the Company’s common stock on the OTC
      Bulletin Board reported by Bloomberg LP on the date this Agreement is
      approved by the Board, which shall vest in equal monthly increments over
      the 3-year term of this Agreement.  All unvested options held by
      Executive shall immediately vest upon a Change of Control (as defined
      herein).

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

            	
              Benefits.  Executive
      shall be entitled to participate in all incentive, retirement,
      profit-sharing, life, medical, disability and other benefit plans and
      programs which the Company may from time to time make generally available
      to other executive officers of the Company, subject to the provisions of
      those plans and programs. Without limiting the generality of the
      foregoing, the Company will provide Executive, his spouse and children, if
      any, with basic health and dental insurance benefits on the terms that
      such benefits are provided to other executive officers of the Company and
      their families.  The Company may delete coverages and otherwise
      amend and change the type and quantity of benefit plans it provides in its
      sole discretion.  Executive shall be entitled to paid sick leave
      in accordance with the Company’s employee policies regarding sick leave as
      they may change from time to time.

            


    

    


    
      	
               
      

            	
              d.

            	
              Incentive Bonus
      Compensation.  Executive shall be entitled to participate
      in any incentive bonus compensation plan as the Board may adopt from time
      to time, subject to the performance threshold set forth in Exhibit A
      hereto; provided, however, Executive may not receive more than 30% of
      Executive’s base salary for any 12 month
period.

            


    

    


    
      	
               
      

            	
              e.

            	
              Vacation.  Executive
      shall be entitled to four (4) weeks paid vacation time during each year of
      the Term.  Executive shall take vacations in accordance with the
      Company’s employee policies regarding vacations as they may change from
      time to time.

            


    

     

    
      	
               
      

            	
              f.

            	
              Life
      Insurance.   The Company shall provide at least
      $500,000 in term life insurance on the life of Executive during the Term.
      The Company shall pay all costs attributable to such coverage which shall
      not exceed the limit established by the Board for the annual cost of such
      insurance. Such life insurance shall be at least ten (10) year level
      premium term life insurance on the life of Executive. Executive shall be
      the beneficiary of 100% of such policy or policies. If Executive becomes
      uninsurable at any time during the Term for the maximum annual cost
      initially established by the Board for such insurance, then the Company
      shall have no further obligation to provide such life insurance. If
      Executive’s employment terminates prior to the end of the Term or
      otherwise upon termination of this Agreement, the Company shall have no
      further obligation to pay any costs attributable to such coverage, but
      Executive may assume the premium obligations of this policy or policies
      upon such termination. In the event Executive desires to assume the
      premium obligations under the policy or policies and at the time of
      Executive’s termination of employment the Company has prepaid any
      premiums, Executive shall pay to the Company the amount of prepayment
      attributable to any period of coverage after Executive’s termination of
      employment.

            


    

     

    
      	
               
      

            	
              g.

            	
              Directors’ and Officers’
      Liability Insurance.  The Company agrees to
      maintain throughout the Term directors’ and officers’ liability insurance
      covering Executive in his capacity as an officer and director of the
      Company in the amount of no less than $5,000,000 in aggregate coverage or
      such greater amount as the Board may
determine.

            


    

    


    7.           Deductions.  The
Company shall deduct and withhold from all compensation payable to Executive all
amounts required to be deducted or withheld pursuant to any present or future
federal, state, or local law, ordinance, regulation, order, writ, judgment, or
decree requiring such deduction or withholding.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    8.           Expenses.  The
Company shall promptly reimburse Executive, in accordance with the Company’s
policies and procedures in effect from time to time, for all expenses reasonably
incurred by Executive in performance of Executive’s duties under this Agreement
including reimbursement for miles driven by Executive in furtherance of the
Company’s business. Executive is responsible for proper substantiation and
reporting of actual and incurred expenses.  In addition, during the
Term the Company will reimburse Executive for the following expenses, in an
aggregate monthly amount not to exceed the limit established by the Board for
such expenses:  cell phone, home Internet, car payment, car insurance
and other miscellaneous business related expenses.

    


    9.  
     
Termination.  Executive may terminate this Agreement and his
employment hereunder prior to the End Date (or the end of any renewal Term), for
no reason or as the result of a Constructive Termination as described in
Subsection (b) below, upon thirty (30) days’ prior written notice from Executive
to the Company, with the termination date being effective upon the lapse of
thirty (30) days from the Company’s receipt of such notice of termination (the
“Effective Termination Date”).  The Company may terminate this
Agreement and Executive’s employment hereunder prior to the End Date (or the end
of any renewal Term) (i) upon any Change of Control as described in Subsection
(a) below; (ii) in the event of Executive’s Disability as described in
Subsection (c) below; or (iii) for cause, as defined in Subsection (d) below, or
(iv) without cause subject to Section 10a.ii.

    


    a.           Change of
Control.  A “Change of Control” shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:

    


    (i) any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or
any affiliate thereof or GR Match LLC (or any other affiliate of Guthy-Renker)
or any other holder of securities of the Company as of the Effective Date of
this Agreement), is or becomes after the Commencement Date the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the
Company or Executive) representing fifty percent (50%) or more of the combined
voting power of the Company’s then outstanding securities; or

    


    (ii) the
shareholders of the Company approve a merger or consolidation of the Company
with, or the sale of the Company to, any other entity and, in connection with
such merger, consolidation or sale, individuals who constitute the Board
immediately prior to the time any agreement to effect such
merger,  consolidation or sale is entered into fail for any reason to
constitute at least a majority of the Board of the surviving corporation
following the consummation of such merger, consolidation or sale;
or


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    (iii) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity not controlled by the
Company.

    


    
      	
               
      

            	
              b.

            	
              Constructive
      Termination.  The term "Constructive Termination" shall
      mean (i) a change (without the consent of Executive) in the position,
      authority, duties, responsibilities (including reporting responsibilities)
      or status with the Company of Executive that is inconsistent in any
      material and adverse respect with Executive's position, authority, duties,
      responsibilities or status with the Company as provided in this Agreement,
      (ii) an adverse change in Executive's title, (iii) any reduction in
      Executive’s base salary not agreed to by Executive, unless such reduction
      is concurrent with and part of a Company-wide reduction in salary for all
      employees, (iv) any breach by the Company of any other material obligation
      of the Company under this Agreement, (v) any requirement by the Company to
      relocate Executive to an office outside of Los Angeles County, California
      or outside a  thirty (30) miles radius from Executive's
      residence as of the Effective Date, or (vi) any purported termination by
      the Company of Executive's employment other than as permitted by this
      Agreement, except in the case of Executive’s
  Disability.

            


    

    


    
      	
               
      

            	
              c.

            	
              Disability.  “Executive’s
      Disability” shall be deemed to occur if Executive suffers a disability
      that renders Executive unable, as determined in good faith by the Board,
      to perform the essential functions of the position, even with reasonable
      accommodation, for 180 days in any 12-month period (“Executive’s
      Disability”).  For purposes of this Subsection c., the
      termination date shall be a date specified by the
  Board.

            


    

    


    
      	
               
      

            	
              d.

            	
              Cause.  The
      term "cause" in the event of termination of Executive’s employment by the
      Company means: (i) the commission of any act of fraud, embezzlement or
      dishonesty by Executive that is materially and demonstrably injurious to
      the Company; or (ii) any act or omission by Executive which constitutes a
      material default or breach of the terms of this Agreement, including, but
      not limited to Sections 11 and 13.  Executive shall not be
      deemed to have been terminated for cause unless and until there shall have
      been delivered to him a copy of a resolution duly adopted by the
      affirmative vote of a majority of the Board (not counting Executive) at a
      meeting of the Board (after reasonable notice to Executive and opportunity
      for Executive, together with his counsel, to be heard before the Board and
      to cure such conduct within thirty (30) days thereof to the extent
      curable), finding that in the good faith opinion of the Board, Executive
      engaged in the conduct described herein, and specifying the particulars
      thereof.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    10.  
     Consequences of
Termination.  In the event of termination as described in
Section 9, Company shall be obligated to make payments and provide benefits
accrued to Executive within three (3) business days of the termination
date.

    


    a.      Termination by
Company.

    


    
      	
               
      

            	
              i.

            	
              For
      Cause.  Upon effective termination of Executive by the
      Company for cause, Executive is entitled to accrued salary, earned and pro
      rata bonus compensation, vested stock options and vested benefits under
      the Company’s benefit plans applicable to Executive.  No
      severance or Post Termination Benefits (as hereinafter defined) will be
      paid.  The Company shall extend health and dental insurance
      benefits, at Executive's election and sole cost, to the extent permitted
      by the Company's policies and benefit plans, for six months after
      the  termination date, except as otherwise required by law
      (e.g., COBRA health insurance continuation
  election).

            


    

    


    
      	
               
      

            	
              ii.

            	
              Without
      Cause.  Upon termination of Executive by the Company
      without cause, or otherwise pursuant to Sections 9a. or 9c., Executive is
      entitled to accrued but unpaid salary, earned and pro rata bonus
      compensation, full vesting of all unvested stock and stock options, vested
      benefits under the Company’s employee benefit plans applicable to
      Executive and the Post Termination Benefits described in Exhibit “A”
      herein (the “Post Termination Benefits”).  Company shall extend
      health and dental insurance benefits, at Executive's election and sole
      cost, to the extent permitted by Company's policies and benefit plans, for
      six months after the  termination date, except as otherwise
      required by law (e.g. COBRA health insurance continuation
      election).  Except as set forth in this Section 10a.ii., all
      benefits provided by the Company to Executive under this Agreement or
      otherwise shall cease on the termination date of Executive’s employment
      hereunder.

            


    

    


    b.      Termination by
Executive.

    


    
      	
               
      

            	
              i.

            	
              Voluntary.  Where
      Executive voluntarily terminates Executive's employment with the Company
      prior to the End Date (or the end of any renewal Term) for any reason
      other than Constructive Termination, Executive is entitled to accrued but
      unpaid salary, earned and pro rata bonus compensation, vested stock
      options, and any benefits required by law.  In such case, the
      Company shall not owe Executive the Post Termination
    Benefits.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ii.

            	
              Involuntary.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Where
      Executive's employment is terminated due to Executive’s death, then
      Executive’s estate shall receive all of Executive’s accrued but unpaid
      salary, earned and pro rata bonus compensation, vested stock options and
      vested benefits under the Company’s employee benefit plans applicable to
      Executive, but in the case of Executive’s death, the Company shall not owe
      Executive’s estate the Post Termination Benefits.  Where
      Executive’s employment is terminated due to Executive’s Disability, then
      Executive shall be entitled to the compensation and benefits set forth in
      Section 10a.ii. above.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Where
      Executive terminates his employment as a result of Constructive
      Termination, Executive is entitled to accrued but unpaid salary, earned
      and pro rata bonus compensation, full vesting of all unvested stock and
      stock options, vested benefits under the Company’s employee benefit plans
      applicable to Executive and the Post Termination
  Benefits.

            


    

    


    
      	
              11.

            	
              Technology and Confidential
      Information.  Executive is retained by the Company in a
      capacity in which he may generate intellectual property of value to the
      Company, and under conditions in which he shall have access to
      Confidential Information which is unique and valuable to the Company and
      not generally known.  Accordingly, Executive agrees
      that:

            


    

    


    
      	
               
      

            	
              a.

            	
              Definitions.

            


    

    


    (1)           The
term “Intellectual Property” as used in this Agreement includes, for example:
concepts; discoveries; developments and technical contributions; manufacturing,
engineering and programming techniques; designs; computer software and programs;
data and technical information (irrespective of whether in human or machine
readable form), inventions (whether or not patentable), works of authorship,
mask works; and trademarks and goodwill;

    


    (2)           The
term “Affiliated Companies” used in this Agreement means any business entity:
(i) which is owned in whole or in part by the Company; (ii) which is owned by a
business entity which is owned in whole or in part by the Company; (iii) which
owns a controlling interest in the Company; or (iv) in which a controlling
interest is owned by a business entity which in turn owns the
Company;



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (3)           The
terms “Intellectual Property Relevant to the Company” and “Relevant Intellectual
Property” as used in this Agreement mean: all Intellectual Property including
computer source code acquired by the Company from time to time and all
Intellectual Property that is utilized in software to be delivered to a customer
or potential customer of the Company, that Executive does, alone or jointly with
others,

    


    
      	
               
      

            	
              (a)

            	
              create,
      conceive, fix in a tangible medium, make, or reduced to practice during
      the Term (including any periods of leaves of absence);
  OR

            


    

    


    
      	
               
      

            	
              (b)

            	
              first
      disclose to others, fix in a tangible medium, make, or reduce to practice,
      within a period of one year after the termination of employment with the
      Company, except such items which Executive can prove were conceived by
      Executive after the termination of this Agreement and not under
      circumstances contrary to any provision this
  Agreement.

            


    

    


    AND

    


    
      	
               
      

            	
              (c)

            	
              directly
      or indirectly results from tasks which have been or may be assigned to
      Executive by the Company; OR

            


    

    


    
      	
               
      

            	
              (d)

            	
              relates
      to the existing or contemplated business or interest of the Company or any
      Affiliated Company, or to fields which Executive has been or may be
      directed to investigate.

            


    

    


    (4)           The
term “Confidential Information” as used in this Agreement means any and all
Intellectual Property and technical and business information which:

    


    
      	
               
      

            	
              (a)

            	
              concerns
      or relates to any aspect of the business of the Company or any Affiliated
      Company,

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      owned or used by the Company or any Affiliated Company,
  or

            


    

    


    
      	
               
      

            	
              (c)

            	
              is,
      for any reason, otherwise treated as confidential by the Company or an
      Affiliated Company;

            


    

    


    except such items which
Executive can reasonably show  were:

    


    
      	
               
      

            	
              (d)

            	
              publicly
      and openly known (i.e., in the public domain) prior to the date of this
      Agreement, or

            


    

    


    
      	
               
      

            	
              (e)

            	
              subsequent
      to the date of this Agreement, became publicly and openly known through no
      fault of Executive.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b.

            	
              Development and Disclosure of
      Intellectual Property To The Company. During the Term, Executive
      will assist the Company in the discovery, perfection and development of
      Intellectual Property and will, at all times, promptly and fully disclose
      all such Intellectual Property to the Company, recognizing that any
      Intellectual Property Relevant to the Company shall be the exclusive
      property of the Company or its nominee, whether or not reduced to
      practice, published, or patented, copyrighted or licensed to
      others.

            


    

    


    
      	
               
      

            	
              c.

            	
              Assignment. Executive
      hereby assigns (and will assign without further consideration, except as
      may be provided by statute) to the Company or its nominee all rights to
      all Relevant Intellectual Property (whether or not patentable,
      copyrightable, or susceptible to any other form of protection) in the
      United States and all foreign countries.  This assignment
      includes, among other things:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      full and exclusive right, title and interest to such Relevant Intellectual
      Property, in the United States and all other
  countries;

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      right of priority and all other rights under any and all international
      agreements to which the United States of America
  adheres;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      right to file and prosecute applications in any and all countries for
      patents, copyright registrations, design registrations, mask work
      protection and/or other protection;
and

            


    

    


    
      	
               
      

            	
              (4)

            	
              All
      applications for patents, copyright registrations, design registrations,
      mask work protection and/or other protection, and all patents,
      registrations and the like which result in such
    applications.

            


    

    


    
      	
               
      

            	
              d.

            	
              Work for Hire. Any
      copyrightable works comprising Relevant Intellectual Property will be
      Works for Hire under the copyright laws of the United States with respect
      to all of the rights comprised in the copyright, including any separate
      contributions to collective works.

            


    

    


    
      	
               
      

            	
              e.

            	
              No Inconsistent Acts;
      Assistance to the Company. Executive shall not, at any time during
      the Term or thereafter, take, or cause any action or omission which would
      be inconsistent with or tend to impair the rights of the Company or any
      Affiliated Company in Relevant Intellectual Property or in Confidential
      Information, and Executive will provide reasonable assistance to the
      Company to obtain, maintain and protect its rights in Relevant
      Intellectual Property, and its rights in Confidential Information to which
      Executive had access during the term. Notwithstanding the foregoing, if
      Executive’s assistance is required after termination of this Agreement to
      obtain, maintain and protect the Company’s rights in the Confidential
      Information and Relevant Intellectual Property the Company shall pay
      Executive $750.00 per hour for each hour Executive provides such
      assistance.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              f.

            	
              No Unauthorized Disclosure or
      Use of Confidential Information. Executive acknowledges that any
      unauthorized disclosure or use of Confidential Information to which he
      shall have access by virtue of his position in the Company would cause the
      Company irreparable injury or loss.  Accordingly, Executive
      shall not, at any time during the Term or for a period of one (1) year
      thereafter, use any Confidential Information in any manner not expressly
      authorized by the Company and, unless Executive has prior written
      authorization from the Company, shall not disclose to others any
      Confidential Information or use any Confidential Information other than as
      required in the performance of Executive’s duties under this
      Agreement.

            


    

    


    
      	
               
      

            	
              g.

            	
              Return of Confidential
      Information And Company Materials. Upon termination of this
      Agreement, Executive will return to the Company all Confidential
      Information, and any other documents relating to the business of the
      Company or any Affiliated Company, and all Company documents, equipment
      and supplies that may be in Executive’s possession.  Executive
      will return to Company all copies of documents, drawings, software and
      programs, including all recordings on magnetic, optical or other media,
      and all listings, and shall not take or retain any copies
      thereof.

            


    

    


    
      	
               
      

            	
              h.

            	
              Term.  Executive
      shall not be subject to the above terms after 1 year from termination of
      employment.

            


    

    


    
      	
              12.

            	
              Injunctive
      Relief.  The parties agree that damages would be an
      inadequate remedy for the Company in the event of a breach or threatened
      breach of Section 11 of this Agreement by Executive, and in the event of
      any such breach or threatened breach, the Company may, either with or
      without pursuing any potential damage remedies, obtain and enforce an
      injunction prohibiting Executive from violating this Agreement and
      requiring Executive to comply with its
terms.

            


    

    


    
      	
              13.

            	
              Executive’s
      Representations.  Executive hereby represents and
      warrants to Company that he: (a) is not now under any contractual or
      quasi-contractual obligation that is inconsistent or in conflict with this
      Agreement or that would prevent, limit or impair Executive’s performance
      of his obligations under this Agreement; (b) that he has been advised that
      he may seek the advice and representation of independent counsel prior to
      entering into this Agreement; and (c) fully understands its terms and
      provisions.

            


    

    


    
      	
              14.

            	
              Attorneys’
      Fees.  If any legal proceeding is necessary to enforce or
      interpret the terms of this Agreement, or to recover damages for breach of
      this Agreement, the prevailing party shall be entitled to reasonable
      attorney fees, as well as costs and disbursements, in addition to any
      other relief to which the prevailing party may be
  entitled.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
              15.

            	
              Notices.  Any
      notices provided hereunder must be in writing and shall be deemed
      effective on the earlier of personal delivery (including personal delivery
      by facsimile) or the third day after mailing first class mail to the
      recipient at the address indicated
below:

            


    

    


    
      
        
          	
                  CYBERDEFENDER
      CORPORATION

                	
                  EXECUTIVE

                
	 
      	 
      
	
                  617
      West 7th
      Street, Suite 1000

                	
                  11821
      Balboa Blvd.

                
	
                  Los
      Angeles, CA  90017

                	
                  Granada
      Hills, CA 91344

                


        

      

    

    


    or to
such other address or to the attention of such other person as the recipient
party will have specified by prior written notice to the sending
party.

    


    
      	
              16.

            	
              Severability.  If
      any term, provision, or part of this Agreement is found by a court of
      competent jurisdiction to be invalid, illegal, or incapable of being
      enforced by any rule of law or public policy, all other terms, provisions
      and parts of this Agreement shall nevertheless remain in full force and
      effect.  On such finding that any term, provision, or part of
      this Agreement is invalid, illegal or incapable of being enforced, this
      Agreement shall be deemed to be modified so as to effect the parties’
      original intent as closely as possible to the end that the transactions
      contemplated by this Agreement and the terms and provisions of this
      Agreement are fulfilled to the greatest extent
  possible.

            


    

    


    
      	
              17.

            	
              Entire
      Agreement.  This document constitutes the final,
      complete, and exclusive embodiment of the entire agreement and
      understanding between the parties related to the subject matter of the
      Agreement and supersedes and preempts any prior or contemporaneous
      understandings, agreements, or representations by or between the parties,
      written or oral.  Without limiting the generality of the
      foregoing, except as provided in this Agreement, all understandings and
      agreements, written or oral, relating to Executive’s employment by the
      Company, or the payment of any compensation or the provision of any
      benefit in connection therewith or otherwise, are hereby terminated and
      shall be of no further force and
effect.

            


    

    


    
      	
              18.

            	
              Counterparts.  This
      Agreement may be executed in counterparts which, taken together, will
      constitute one and the same Agreement.  The parties may deliver
      their signatures electronically by facsimile or email delivery of portable
      data files (PDFs), with the effect as if they had delivered original
      wet-ink signatures.

            


    

    


    
      	
              19.

            	
              Successors and
      Assigns.  This Agreement is intended to bind and inure to
      the benefit of and be enforceable by Executive and the Company, and their
      respective successors and assigns, except that Executive may not assign
      any of his rights or duties under this Agreement without the Company’s
      prior written consent.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
              20.

            	
              Amendments.  No
      amendments or other modifications to this Agreement may be made except by
      a writing signed by both parties.  Except for Executive’s estate
      or legal representative and affiliates of the Company, nothing in this
      Agreement, express or implied, is intended to confer on any third person
      any rights or remedies under or because of this
  Agreement.

            


    

    


    
      	
              21.

            	
              Choice of
      Law.  Executive and the Company agree that this Agreement
      shall be interpreted in accordance with and governed by the laws of the
      State of California.

            


    

    


    
      	
              22.

            	
              Recitals
      Incorporated.  The recitals hereof are incorporated
      herein and made a part of this
Agreement.

            


    

    


    [SIGNATURES
FOLLOW]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the
parties have executed this Key Executive Employment Agreement as of the date
first written above.

    


    
      
        	
                CYBERDEFENDER
      CORPORATION

              
	 
      	 
      
	
                By:

              	
                /s/ Gary Guseinov

              
	
                Name:  Gary
      Guseinov

              
	
                Title: 
      Chief Executive Officer

              
	 
      	 
      
	
                /s/ Igor Barash

              
	
                IGOR
      BARASH

              


      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    1.           Job Description –

    


    Executive
shall perform such duties as are consistent with his position as Chief
Information Officer and as may be reasonably required by the Board. Such duties
shall specifically include, without limitation, optimization of all current and
new Company products.  Products shall include those specifically created
within the Company, products licensed from third parties, and all other products
as sold by the Company.  Executive shall focus specifically on sales
conversion of existing and new products and demonstrate measurable improvement
quarter over quarter during the Term for said products, with a minimum of an
average 15% increase in visitor-to-order ratios from the prior quarter across
all product channels combined for each quarter.  Product channels shall
include online (SEM, CNET) and offline (Radio and TV).  Executive must meet
this threshold for in order to be eligible for any discretionary incentive bonus
as contemplated in section 6(d).  Quarterly performance measurements shall
commence on July 1, 2010 and continue throughout the Term.

    


    2.           Post Termination Benefits –
“Post Termination Benefits” means (i) continuing payment of Executive’s
base salary in effect at the time of termination for the greater of 6 months
following the date of termination or the balance of the then applicable Term,
and (ii) continuing coverage of Executive, his spouse and children, if any, at
the Company’s expense, under any health and dental insurance plans that covered
Executive immediately prior to termination, for a period of six (6) months
following the date of termination.

    


    ACKNOWLEDGED:         Executive:
/s/
IB              Company:
/s/
GG         
 


    
      
         


      

      
        14