Exhibit
 10.5


 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT
AGREEMENT effective as of September 18, 2018 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”),
a Delaware corporation, and Anthony P. Mack (the “Executive”).


 


Background:


 


The parties desire to enter into this Agreement
to provide for the employment of the Executive by the Company and for certain other matters in connection with such employment,
all as set forth more fully in this Agreement. Certain capitalized terms used in this Agreement have the respective meanings given
to them in Exhibit A hereto.


 


Terms:


 


NOW, THEREFORE,
in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties to this
Agreement hereby agree as follows:


 


1. Position and Duties; Board Seat.


 


(a) Position
and Duties. The Company agrees that the Executive shall be employed by the Company to serve as Chairman and Chief Executive
Officer of the Company. The Executive shall report to the Board of Directors of the Company (the “Board”). The Executive
agrees to be so employed by the Company and agrees to devote substantially all of his business time, attention, skill and efforts
to perform services for the Company and to faithfully and diligently discharge and fulfill his duties hereunder to the best of
his abilities. In so doing, the Executive shall perform such executive, managerial, administrative and financial functions as are
required to develop the Company’s business and to perform other duties assigned to the Executive by the Board that are consistent
with the Executive’s title as Chairman and Chief Executive Officer. The Executive shall perform his duties hereunder primarily
at the Company’s principal offices. In the performance of his duties, the Executive shall travel to such other places at
such times as the needs of the Company may from time-to-time dictate or be desirable


 


(b) Other
Activities. Notwithstanding Section 1(a), the Executive may continue to serve as director on the boards of Cyril Pharmaceuticals,
IACTA Pharmaceuticals, The House of Ann (501c) and DAM Fashions, acting reasonably and in good faith, provided that such board
services will not and do not interfere materially with the Executive’s duties to the Company.


 


(c) Board
Seat.  The Executive will continue to be nominated for election to a seat on the Board, which the Executive shall occupy for
as long as the Executive continues to serve as Chief Executive Officer of the Company.


 


2.
Term. The Executive’s employment under this Agreement shall commence on the Commencement Date and shall end
when terminated pursuant to Section 4.


 






    


     


    

 


 


3. Compensation.


 


(a) Base
Salary. During the term of the Executive’s employment under this Agreement, the Executive shall be paid an annual salary
at the rate of $375,000 (the “Base Salary”), payable in accordance with the Company’s payroll practices and policies
in effect from time to time and subject to applicable withholding of income taxes, social security taxes and other such other payroll
deductions as are required by law or applicable employee benefit programs. The Board shall review the Executive’s Base Salary
for annual increases, commencing with the Base Salary for the 2020 calendar year.


 


(b) Cash
Bonus. With respect to each fiscal year of the Company during the continued full-time employment of the Executive hereunder,
the Executive will be eligible to be considered for an annual performance bonus (the “Cash Bonus”) in an amount of
up to 50% of the Executive’s Base Salary, which shall be prorated for 2018 based on the number of days during such year that
the Executive was employed by the Company. The Cash Bonus, if any, will be awarded by the Board in its sole discretion based on
the achievement of Company and personal performance metrics established by the Board on an annual basis, following consultation
with the Executive. Any Cash Bonus awarded to the Executive hereunder will be payable in a single lump sum cash payment, less applicable
taxes and withholdings, not later than two and one-half months after the end of the fiscal year to which it relates in accordance
with the Company’s customary practices for annual bonus payments.


 


(c) Equity
Incentives. The Executive shall be eligible to participate in equity incentive programs established by the Company from time
to time in accordance with the terms of those programs.


 


(d) Vacation
and Fringe Benefits. The Executive shall be entitled to participate in all vacation and other fringe benefit programs of the
Company to the extent and on the same terms and conditions as are accorded to other senior management employees of the Company.


 


(e) Reimbursement
of Other Expenses. The Company shall reimburse the Executive for the reasonable and necessary out-of-pocket business expenses
incurred by the Executive for or on behalf of the Company in furtherance of the performance of the Executive’s duties hereunder
in accordance with the Company’s policies as approved by the Board from time to time, subject in all cases to the Company’s
requirements with respect to reporting and documentation of such expenses.


 


(f) Section
409A. If any reimbursement under this Section 3 is not exempt from Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) then (i) any reimbursement in one calendar year shall not affect the amount that may be reimbursed in
any other calendar year; (ii) a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment;
and (iii) a reimbursement shall be made no later than the end of the calendar year following the calendar year in which the Executive
incurred the related expense.


 






    2


     


    

 


4. Termination.


 


(a) Death.
The Executive’s employment with the Company shall automatically terminate effective as of the date of the Executive’s
death, in which event the Company shall not have any further obligation or liability under this Agreement except that the Company
shall pay to the Executive’s estate: (i) any portion of the Executive’s Base Salary for the period up to the Executive’s
date of death that has been earned but remains unpaid; (ii) any expenses properly incurred but not yet reimbursed, including, without
limitation, the reimbursements provided for in sub-sections (d) and (f) of Section 3; (iii) any benefits that have accrued to the
Executive under the terms of the employee benefit plans of the Company, which benefits shall be paid in accordance with the terms
of those plans (the payments in clauses (i) through (iii) collectively, the “Accrued Obligations”); and (iv) the Cash
Bonus awarded pursuant to Section 3(b), if any, with respect to the fiscal year prior to the fiscal year of termination, to the
extend unpaid (the “Earned Bonus”). The Accrued Obligations shall be paid on the first payroll date following the last
date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date
of employment. The Earned Bonus, if any, will be paid when it would have been paid had Executive remained employed with the Company.


 


(b) Disability.
The Company may terminate the employment of the Executive immediately upon written notice to the Executive in the event of the
Disability of the Executive, in which event the Company shall not have any further obligation or liability under this Agreement
except for the Accrued Obligations and the Earned Bonus. The Accrued Obligations shall be paid on the first payroll date following
the last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the
last date of employment. The Earned Bonus, if any, will be paid when it would have been paid had Executive remained employed with
the Company.


 


(c) Termination
of the Executive’s Employment for Cause. The Company may terminate the employment of the Executive for Cause immediately
upon providing written notice of such termination to the Executive. If the Executive’s employment with the Company is terminated
by the Company for Cause, the Company shall not have any further obligation or liability under this Agreement except for the Accrued
Obligations. The Accrued Obligations shall be paid on the first payroll date following the last date of employment to the extent
administratively feasible and, if not, then on the second payroll date following the last date of employment.


 






    3


     


    

 


(d) Other Termination by the Company. The
Company may terminate the employment of the Executive for any reason other than one specified in Section 4(b) or Section 4(c)
immediately upon written notice of termination to the Executive. If the Executive’s employment with the Company is
terminated by the Company for any reason other than one specified in Section 4(b) or Section 4(c), in addition to the Accrued
Obligations, and subject to the execution by the Executive of a release in the form of Exhibit B hereto (the
“Release”) and the compliance by the Executive with the Release and all terms and provisions of this Agreement
and the Executive Confidentiality Agreement (as defined in Section 5) that survive the termination of the Executive’s
employment by the Company the Executive shall be entitled to receive (i) severance payments in an amount equal to the Base
Salary for the Severance Period, payable in accordance with the Company’s payroll practices and policies then in effect
(except as provided below regarding the commencement of payments); plus (ii) monthly reimbursement (upon presentation of
proof of payment) for the medical insurance premiums under the Company’s group insurance plan (currently Independence
Blue Cross Personal Choice Flex, Group #10402187) for the Executive and his eligible dependents at the same level as was in
effect on the termination date until the earlier of (1) the end of the Severance Period or (2) the date the
Executive becomes eligible for medical benefits through another employer. Any payments due pursuant to Section 4(d), other
than the Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the
Executive’s termination of employment provided the Executive has timely executed and returned the Release and, if a
revocation period is applicable, the Executive has not revoked the Release; provided, however, that if the 60-day period
begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second
calendar year. The Accrued Obligations will be paid on the first payroll date following last date of employment to the extent
administratively feasible and, if not, then on the second payroll date following the last date of employment. If the
Executive’s employment with the Company is terminated by the Company pursuant to this Section 4(d), the Company shall
not have any further obligation or liability under this Agreement except for the payments specified in clauses (i) and (ii)
of this Section 4(d) and payment of the Accrued Obligations.


 


(e) Termination by the Executive for
Good Reason. The Executive may terminate his employment with the Company for Good Reason immediately upon providing
written notice of such termination to the Company. If the Executive shall terminate the Executive’s employment with the
Company for Good Reason, the Executive shall be entitled to receive the same payments and benefits on the same terms and
conditions as would be applicable upon a termination of the Executive’s employment by the Company as provided in
Section 4(d) and subject to the satisfaction of the other provisions of such Section 4(d) and this Section 4(e). If the
Executive’s employment with the Company is terminated by the Executive for Good Reason pursuant to this Section 4(e),
the Company shall not have any further obligation or liability under this Agreement except for the payments specified in
clauses (i) and (ii) of Section 4(d) and payment of the Accrued Obligations. The Executive may not terminate his employment
with the Company for Good Reason pursuant to this Section 4(e), and shall not be considered to have done so for any purpose
of this Agreement, unless (I) the Executive, within 60 days after the initial existence of the act or failure to act by the
Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written
notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good
Reason” and identifies the particular clause of this Section 4(e) that the Executive contends is applicable to such act
or failure to act; (II) the Company, within 30 days after its receipt of such notice, fails or refuses to rescind such act or
remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the
Executive’s employment relationship with the Company; and (III) the Executive actually resigns from the employ of the
Company on or before that date that is 12 calendar months after the initial existence of the act or failure to act by the
Company that constitutes “Good Reason.” If the requirements of the immediately preceding sentence are not fully
satisfied on a timely basis, then the resignation by the Executive from the employ of the Company shall not be deemed to have
been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would
have been entitled if the Executive had resigned from the employ of the Company for “Good Reason,” and the
Company shall not be required to pay any amount or provide any benefit that would otherwise have been due to the Executive
under this Section 4(e) had the Executive resigned with “Good Reason.”


 






    4


     


    

 


(f) Other
Termination by the Executive. The Executive may terminate the Executive’s employment for any reason other than one specified
in Section 4(e) upon 30 days’ prior written notice of termination to the Company. In the event the Executive shall terminate
the Executive’s employment pursuant to this Section 4(f), the Company shall not have any further obligation or liability
under this Agreement, except for the Accrued Obligations, which shall be paid on the first payroll date following last date of
employment to the extent administratively feasible and if not, then on the second payroll date following the last date of employment.
The Company shall not have the right following Executive’s provision of notice to terminate the Executive’s employment
prior to the end of the notice period unless the Company pays the Executive for the full notice period.


 


(g) Base
Salary Continuation. The Base Salary continuation set forth in Sections 4(d) and (e) above shall be intended either (i) to
satisfy the safe harbor set forth in the Treas. Regs. 1.409A-1(b)(9)(iii), or (ii) be treated as a Short-term Deferral as that
term is defined Treas. Regs. 1.409A-1(b)(4). To the extent such continuation payments exceed the applicable safe harbor amount
or do not constitute a Short-term Deferral, the excess amount shall be treated as deferred compensation under Code section 409A
and as such shall be payable pursuant to the following schedule: such excess amount shall be paid via standard payroll in periodic
installments in accordance with the Company’s usual practice for its senior executives. Solely for purposes of Code section
409A, each installment payment is considered a separate payment. Notwithstanding any provision in this Agreement to the contrary,
in the event that the Executive is a “specified employee” as defined in Code section 409A, any continuation payment,
continuation benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments
to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period
of six months following the date of the Executive’s termination of employment or before the date of the Executive’s
death, if earlier.


 


(h) Parachute
Provisions. In the event a Change of Control occurs, the Company will engage an independent accounting firm (the “Accounting
Firm”) at its expense to determine whether the Executive received, is entitled to receive or will become entitled to receive
any benefits or payments in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) (the “Total
Payments”), and whether the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999
of the Code. If the Total Payments will be subject to the Excise Tax, at the Executive’s election, (i) the Company shall
use reasonable efforts to obtain the approval of Company’s stockholders in the manner contemplated by Q&A 7 of Treas.
Reg. Section 1.280G such that the Excise Tax shall not apply to any portion of the Total Payments, or (ii) the aggregate present
value of the Total Payments shall be reduced (but not below $1) if reducing the Total Payments will provide the Executive with
a greater net after-tax amount than would be the case if no reduction was made. Any reduction shall be done in accordance with
Section 409A of the Code.


 


5. Confidentiality and
Restrictive Covenants. Concurrently with the execution hereof, and as a condition of
employment, the Executive shall execute and deliver an Employee Confidential Disclosure, Invention Assignment,
Non-Competition, Non-Solicitation and Non-Interference Agreement (the “Executive Confidentiality
Agreement”).


 






    5


     


    

 


6. No Conflicts. The
Executive represents and warrants that the Executive is not party to any agreement, contract or understanding, whether of employment,
consultancy or otherwise, in conflict with this Agreement or which would in any way restrict or prohibit the Executive from undertaking
or performing services for the Company or otherwise from entering into or performing this Agreement or the Invention Assignment
Agreement.


 


7. Full Agreement. This
Agreement (including the Exhibits hereto) and the Executive Confidentiality Agreement, constitute the entire agreement of the
parties concerning its subject matter and supersedes all other oral or written understandings, discussions, and agreements, and
may be modified only in a writing signed by both parties; provided that neither this Agreement nor the Executive Confidentiality
Agreement shall not supersede any prior confidentiality, nondisclosure or invention assignment agreements executed by the Executive
in favor of the Company. The parties acknowledge that they have read and fully understand the contents of this Agreement and execute
it after having an opportunity to consult with legal counsel.


 


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


 


9. Enforceability. If
any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to
be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed
excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent
permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision
had not been originally incorporated herein, as the case may be.


 


10. Construction. This
Agreement shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania.


 


11. Assignment.


 


(a) By
the Company. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding
upon, the successors and assigns of the Company. This Agreement may be assigned by the Company without the consent of the Executive.


 


(b) By
the Executive. This Agreement and the obligations created hereunder may not be assigned by the Executive, but all rights of
the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s heirs, devisees, legatees, executors,
administrators and personal representatives. Any attempted assignment in violation of this Section 11(b) shall be null and void.


 






    6


     


    

 


12. Notices. All
notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when mailed by
certified mail, return receipt requested, or delivered by a national overnight delivery service addressed to the intended recipient
as follows:


 


If to the Company:



Virpax Pharmaceuticals, Inc.

101 Lindenwood Drive, Suite 225


Malvern PA 19355


Attention: General Counsel


 


If to the Executive:


 


Anthony P. Mack


[**]


 


Any party may from time to time change its address for the purpose
of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until
it is actually received by the party sought to be charged with its contents.


 


13. Waivers. No
claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in part by a waiver of
that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved party hereto
or such party’s duly authorized agent. A waiver by any party hereto of a breach or default by the other party hereto of
any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain
in full force and effect.


 


14. Survival of Covenants. The
provisions of Section 4 through this Section 14 shall survive the termination of the Executive’s employment shall continue
in effect thereafter.


 


15. Counterparts; Facsimile or Electronic
Transmission. This Agreement may be executed by the parties on separate
counterparts, both of which shall be an original and both of which together shall constitute one and the same agreement. A facsimile
or electronic transmission of a scanned copy of a signed counterpart signature page hereto shall be deemed to be an originally
executed copy for purposes of this Agreement.


 


(Signature page follows.)


 




    7


     


    

 


IN WITNESS
WHEREOF, this Agreement has been executed by the parties as of the date first above written.


 


	 	VIRPAX PHARMACEUTICALS, INC.


 


	 	By: 	/s/ Michele Linde
	 	 	Michele C. Linde
	 	 	Secretary of the Board


 


	 	/s/
    Anthony P. Mack
	 	Anthony P. Mack





 




    8


     


    

 


EXHIBIT A


 


Certain Definitions


 


The following terms have the meaning set
forth below wherever they are used in this Agreement:


 


“Cause” for the Company (or
a successor, if appropriate) to terminate the Executive’s employment will exist upon the occurrence of any of the following
events: (i) the Executive’s continued failure to substantially perform the Executive’s duties and obligations to the
Company, including but not limited to any material breach of this Agreement or any material violation of the Company’s written
policies or rules, and failure to cure the same within ten business days after being notified by the Board; (ii) the Executive’s
having committed willful fraud or willful misconduct, in any such case which is materially injurious to the Company; (iii) the
Executive’s having been convicted of a felony involving moral turpitude that results in material harm to the standing or
reputation of the Company; or (iv) the Executive’s material breach of the terms of the Invention Assignment Agreement.


 


“Change of Control” means (i)
any merger or consolidation in which voting securities of the Company possessing more than 50% of the total combined voting power
of the Company’s outstanding securities are transferred to a person or persons different from the person holding those securities
immediately prior to such transaction and the composition of the Board following such transaction is such that the directors of
the Company prior to the transaction constitute less than 50% of the Board membership following the transaction; or (ii) any acquisition,
directly or indirectly, by a person or related group of persons (other than the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of beneficial ownership of voting securities of the Company
possessing more than 50% of the total combined voting power of the Company’s outstanding securities; provided, however, that,
no Change of Control shall be deemed to occur by reason of the acquisition of shares of the Company’s capital stock by an
investor or group of investors in the Company in a capital-raising transaction.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Commencement Date” means ___________
__, 2018.


 


“Competitive Business” means
the commercialization, manufacturing, marketing, distribution, licensing and/or sale of devices, systems, methodologies or technologies
for the delivery, transmission or administration of one or more drugs or other substances used for the prevention and/or treatment
of pain, or any other technology, product or service being developed, manufactured, marketed, distributed, offered, sold or planned
in writing by the Company.


 


“Disability” means an illness,
incapacity or a mental or physical condition that renders the Executive unable or incompetent, with or without a reasonable accommodation,
to carry out the job responsibilities that the Executive held or the tasks that the Executive was assigned at the time the disability
commenced for a period of 90 consecutive days, or 180 non-consecutive days in any rolling 12-month period.


 




    A-1


     


    

 


“Good Reason” for the Executive
to resign from the employ of the Company will exist upon the occurrence of any of the following events, subject to compliance with
the other provisions of Section 4(e): (a) a reduction in the Base Salary, as then in effect; (b) a material reduction of the Executive’s
authority, position, responsibilities or duties unless such reduction is part of a Company-wide reduction in compensation and/or
benefits for all of its senior executives, and except that, following a Change of Control, a reduction in authority, position,
responsibilities or duties solely by virtue of the Company being acquired and becoming part of a larger entity or operated as a
subsidiary or division of a larger company shall not constitute Good Reason; (c) the Company’s material breach of this Agreement;
or (d) a relocation of the Executive’s principal workplace by more than 50 miles from the Company’s principal offices
as of the Commencement Date.


 


“Severance Period” shall mean
a period of twelve months after the effective date of the termination of the Executive’s employment.


 






    A-2


     


    

 


EXHIBIT B


 


Release of Claims


 


1. Termination
of Employment. Anthony P. Mack (“Executive”) hereby agrees and recognizes that, as of __________, 20__, Executive’s
employment relationship with Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be permanently
and irrevocably severed.


 


2. Release of Claims. In
consideration of the payments and benefits described in Section 4(d) and Section 4(e) of the employment agreement (the
“Employment Agreement”), effective October 11, 2016, by and between Executive and the Company, to which Executive
agrees Executive is not entitled until and unless Executive executes and does not revoke this Release, Executive, for and on
behalf of himself and his heirs, executors, administrators and assigns, hereby waives and releases any and all complaints,
claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the
Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and/or its
respective predecessors, successors, past or present parents or subsidiaries, affiliates, investors, branches or related
entities (collectively, including the Company, the “Entities”) and/or the Entities’ past or present
stockholders, insurers, assigns, trustees, directors, officers, limited and general partners, managers, joint venturers,
members, employees or agents in their respective capacities as such (collectively with the Entities, the
“Releasees”) by reason of circumstances, acts or omissions which have occurred on or prior to the date that this
Release becomes effective, including, without limitation, (a) any complaint, charge or cause of action arising under (i)
federal, state or local laws pertaining to employment or termination of employment, including the Age Discrimination in
Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor
Relations Act, as amended, the Civil Rights Act of 1991, as amended, the Americans with Disabilities Act of 1990, as amended,
Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Family and Medical Leave
Act of 1993, as amended, the Worker Adjustment Retraining and Notification Act, as amended, the Executive Retirement Income
Security Act of 1974, as amended, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state or
local counterparts (including, but not limited to, the Pennsylvania Human Relations Act); (ii) any other federal, state or
local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public
policy, contract and/or quasi-contract or tort (including, but not limited to, claims of breach of the Employment Agreement,
an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the
covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury,
personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false
imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or
procedures of the Company; or (b) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in
these matters (the “Released Claims”). By signing this Release, Executive acknowledges that he intends to waive
and release any rights known or unknown that he may have against the Releasees under these and any other laws.
Notwithstanding the foregoing, Executive does not release, discharge or waive: any rights to indemnification that he may have
under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or
affiliates, the laws of the State of Delaware or any other state of which any such subsidiary or affiliate is a domiciliary,
the Employment Agreement or any indemnification agreement between Executive and the Company; any rights to insurance coverage
under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; any rights he may
have in his capacity as a stockholder of the Company; any rights he may have to enforce the vested terms of any equity or
other incentive agreement previously provided to him; any rights he may have to severance benefits and payment of Accrued
Obligations under the Employment Agreement (the “Excluded Claims”). The Executive acknowledges that he has made
no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by this Section 1.


 






    B-1


     


    

 


3. Proceedings.
Executive acknowledges that he has not filed any complaint, charge, claim or proceeding, if any, or assigned to any other person
the right to bring any such complaint, charge, claim, or proceeding, relating to the Released Claims against any of the Releasees
before any local, state or federal agency, court or other body (each individually a “Proceeding”). Executive (i) acknowledges
that he will not initiate or cause to be initiated on her behalf any Proceeding and will not participate in any Proceeding, in
each case, except as required by law and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary
or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission
(the “EEOC”). Further, Executive understands that, by executing this Release, he will be limiting the availability
of certain remedies that she may have against the Releasees and limiting also his ability to pursue certain claims against the
Releasees. Notwithstanding the above, nothing in Section 1 of this Release shall prevent Executive from (i) initiating or
causing to be initiated on his behalf any complaint, charge, claim or proceeding against any Releasee before any local, state or
federal agency, court or other body challenging the validity of the waiver of his claims under the ADEA contained in Section 1
of this Release (but no other portion of such waiver), (ii) initiating or participating in an investigation or proceeding conducted
by the EEOC or (iii) reporting possible violations of federal, state or local law, ordinance or regulation to any governmental
agency or entity, including, but not limited to, the Department of Justice, the U.S. Securities and Exchange Commission (the “SEC”),
the Congress and any agency Inspector General, or otherwise taking action or making disclosures that are protected under the whistleblower
provisions of any federal, state or local law, ordinance or regulation, including, but not limited to, Rule 21F-17 promulgated
under the Securities Exchange Act of 1934, as amended; or (iv) receiving a monetary award for information provided to the SEC pursuant
to Rule 21F-17 promulgated under the Securities Exchange Act of 1934, as amended. The Executive acknowledges and agrees that the
Executive’s separation from employment with the Company in compliance with the terms of the Employment 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).


 


4. Time
to Consider. Executive acknowledges that he has been advised that he has [twenty-one (21)]/[forty-five (45)]1 days
from the date of receipt of this Release to consider all the provisions of this Release and, further, that if Executive signs
this Release prior to the expiration of such [twenty-one (21)]/[forty-five (45)] day period, he does hereby knowingly and
voluntarily waive said given [twenty-one (21)]/[forty-five (45)] day period. EXECUTIVE FURTHER
ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN
ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A
CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN SECTION 1 OF THIS RELEASE AND THE OTHER PROVISIONS HEREOF. EXECUTIVE
ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS RELEASE, AND EXECUTIVE AGREES TO
ALL OF ITS TERMS VOLUNTARILY. [EXECUTIVE ALSO ACKNOWLEDGES THAT HE HAS RECEIVED ALL INFORMATION REQUIRED TO BE DISCLOSED IN
CONNECTION WITH AN EXIT INCENTIVE OR OTHER EMPLOYMENT TERMINATION PROGRAM.]


 





 









		1	NTD: To be selected based on whether applicable termination
was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the
Age Discrimination in Employment Act of 1967).


 






    B-2


     


    

 


5. Revocation.
Executive hereby acknowledges and understands that Executive shall have seven (7) days from the date of his execution of this Release
to revoke this Release (including, without limitation, any and all claims arising under the ADEA) and that neither the Company
nor any other person is obligated to provide any benefits to Executive pursuant to Section 4(d) or Section 4(e) of the Employment
Agreement until eight (8) days have passed since Executive’s signing of this Release without Executive having revoked this
Release, in which event the Company immediately shall arrange and/or pay for any such benefits otherwise attributable to said eight-(8)
day period, consistent with the terms of the Employment Agreement. If Executive revokes this Release, Executive will be deemed
not to have accepted the terms of this Release, no action or forbearance of action will be required of the Company under any section
of this Release, and Executive shall not be entitled to receive any portion of the severance compensation and benefits which are
conditioned on the delivery of this Release.


 


6. No
Admission. This Release does not constitute an admission of liability or wrongdoing of any kind by Executive or the Company.


 


7. Confidentiality.
Executive agrees that Executive will not communicate or disclose the terms of this Release to any persons with the exception of
members of Executive’s immediate family and Executive’s attorney and financial advisor, or as permitted by Section
3 above.


 


8. Return
of Company Property. Executive represents that all equipment and other property of the Company, including any documents and
files, whether electronically stored or maintained in hard copy, have been returned to the Company, and that Executive has not
retained any copies of the same.


 


9. Non-Disparagement.
Executive will not disparage any Releasee or otherwise take any action which could reasonably be expected to adversely affect the
personal or professional reputation of any Releasee. The Company’s directors, officers and senior executives shall not disparage
or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of
the Executive.


 


10. Post-Employment
Obligations. Executive reaffirms that he will comply with all of his post-employment obligations as set forth in Section 5
of the Employment Agreement.


 






    B-3


     


    

 


11. Entire
Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior representations,
agreements, written or oral, expressed or implied, except for Section 5 of the Employment Agreement, which survives the termination
of Executive’s employment and is incorporated herein by reference, and except for any agreements with respect to Executive’s
options to acquire Common Stock of the Company. This Agreement may not be modified or amended other than by an agreement in writing
signed by an officer of the Company.


 


12. Acknowledgement.
Executive acknowledges and agrees that, subsequent to the termination of Executive’s employment, Executive shall not be eligible
for any payments from the Company or Company-paid benefits, except as expressly set forth in this Agreement. Executive also acknowledges
and agrees that Executive has been paid for all time worked and has received all other compensation owed to him.


 


13. Assignment.
This Agreement shall be binding upon and be for the benefit of the parties as well as Executive’s heirs and the Company’s
successors and assigns.


 


14. General
Provisions. A failure of any of the Releasees to insist on strict compliance with any provision of this Release shall not be
deemed a waiver of such provision or any other provision hereof. If any provision of this Release is determined to be so broad
as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable, and in the event that any provision
is determined to be entirely unenforceable, such provision shall be deemed severable, such that all other provisions of this Release
shall remain valid and binding upon Executive and the Releasees.


 


15. Governing
Law. The validity, interpretations, construction and performance of this Release shall be governed by the laws of the Commonwealth
of Pennsylvania without giving effect to conflict of laws principles.


 


IN
WITNESS WHEREOF, Executive has hereunto set Executive’s hand as of the day and year set forth opposite his signature
below


 


	 	 	 
	Date	 	Anthony P. Mack


 


 


B-4