Exhibit 10.19


  


EXECUTION VERSION


 


PHIBRO ANIMAL HEALTH CORPORATION


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (this “Agreement”)
dated as of March 27, 2014, between Phibro Animal Health Corporation, a Delaware corporation (the “Company”),
and Gerald K. Carlson (the “Employee”).


 


W I T N E
S S E T H


 


WHEREAS, the Company desires to employ
the Employee as the Chief Operating Officer; and


 


WHEREAS, the Company and the Employee
are currently parties to that certain employment agreement, dated May 28, 2002 and last amended on December 16, 2011 (the “Predecessor
Employment Agreement”).


 


WHEREAS, the Company and the Employee
mutually desire to terminate and cancel the Predecessor Employment Agreement and, in connection therewith, to provide for the continued
services and employment of the Employee by the Company on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the
foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.           POSITION
AND DUTIES.


 


(a)          During
the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Operating Officer. In this capacity,
the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position, and such
other duties, authorities and responsibilities as the Chief Executive Officer shall designate from time to time. The Employee
shall also serve as a Director. The Employee’s principal place of employment with the Company shall be in Teaneck, New Jersey;
provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business
purposes. The Employee shall report directly to Chief Executive Officer.


 


(b)          During
the Employment Term, the Employee shall devote all of the Employee’s business time, energy, business judgment, knowledge
and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, provided
that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and,
with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational,
professional, community or industry affairs, and (iii) managing the Employee’s passive personal investments so long as such
activities in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a potential business
or fiduciary conflict.


 




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2.           EMPLOYMENT
TERM. The term of the Employee’s employment under this Agreement shall be the period commencing on the date hereof (the
“Commencement Date”) and continuing until such employment ceases as provided in Section 6 hereof (such
period, the “Employment Term”). The Employee’s employment with the Company shall be on an “at-will”
basis, which means that the Employee’s employment is terminable by either the Company or the Employee at any time for any
reason or no reason, with or without Cause (as defined below) or notice.


 


3.           BASE
SALARY. The Company agrees to pay the Employee a base salary at an annual rate of not less than $578,000, payable in accordance
with the regular payroll practices of the Company, but not less frequently than monthly. The Employee’s Base Salary shall
be subject to annual review by the Board (or a committee thereof), and may be subject to increase in successive years at the Compensation
Committee’s discretion from time to time by the Board. The base salary as determined herein and adjusted from time to time
shall constitute “Base Salary” for purposes of this Agreement.


 


4.           ANNUAL
BONUS. During the Employment Term, the Employee shall be eligible to receive an annual discretionary incentive payment under
the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a
target bonus opportunity of 50% of the Employee’s Base Salary (the “Target Bonus”), upon the attainment
of one or more pre-established performance goals established by the Board or the Company’s Compensation Committee (the “Committee”)
in its sole discretion; provided, that the Annual Bonus shall be subject to the minimum and maximum percentages of the Employee’s
Base Salary, based on actual performance compared with the target performance levels, as shall be provided under the Company’s
annual bonus plan, or as otherwise determined by the Committee.


 


5.           EMPLOYEE
BENEFITS.


 


(a)          BENEFIT
PLANS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit plan that the Company
has adopted or may adopt, maintain or contribute to for the benefit of its employees generally or for senior executive employees
(including any post-retirement health insurance coverage made available upon retirement from the Company on the same terms, conditions
and eligibility requirements as such coverage is made available to any other executives), subject to satisfying the applicable
eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided to hereunder. The
Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies.
Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.


 


(b)          VACATIONS.
During the Employment Term, the Employee shall be entitled to a reasonable amount of paid vacation per calendar year as agreed
between the Employee and the Chairman of the Board.


 


(c)          OTHER
PERQUISITES. During the Employment Term, the Company will provide (i) a monthly housing allowance of Two Thousand Dollars ($2,000)
and (ii) an automobile for Employee’s use and bear the operating and maintenance expenses associated with the use of such
automobile.


 




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(d)          BUSINESS
EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the
Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket
business expenses incurred and paid by the Employee during the Employment Term and in connection with the performance of
the Employee’s duties hereunder. The Company shall, in addition, reimburse Employee for a weekly tourist class roundtrip
airline ticket between Minneapolis, Minnesota and the New York City area.


 


6.           TERMINATION.
The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:


 


(a)          DISABILITY.
Upon thirty (30) days’ prior written notice by the Company to the Employee of termination due to Disability. For purposes
of this Agreement, “Disability” shall be defined as the inability of the Employee to have performed the Employee’s
material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including
weekends and holidays) in any 365-day period as determined by the Board in its reasonable discretion. The Employee shall cooperate
in all respects with the Company if a question arises as to whether the Employee has become disabled (including, without limitation,
submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company
and authorizing such medical doctors and other health care specialists to discuss the Employee’s condition with the Company.


 


(b)          DEATH.
Automatically upon the date of death of the Employee.


 


(c)          CAUSE.
Immediately upon written notice by the Company to the Employee of a termination for Cause. “Cause” shall
mean:


 


(i)          the
Employee’s willful or repeated failure to substantially perform Employee’s duties to the Company, other than a failure
resulting from complete or partial incapacity due to physical or mental illness or impairment;


 


(ii)         the
Employee’s material and willful violation of a federal or state law or regulation applicable to the business of the Company
or that adversely affects the image of the Company;


 


(iii)        commission
of a willful act by the Employee which constitutes gross misconduct and is injurious to the Company; or;


 


(iv)        the
willful breach of a material provision of this Agreement.


 


Any determination of Cause
by the Company may not be made until the Employee has been given written notice detailing the specific Cause event and a period
of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the satisfaction of the Company.
Notwithstanding anything to the contrary contained herein, the Employee’s right to cure as set forth in the preceding sentence
shall not apply if there are habitual or repeated breaches by the Employee.


 




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(d)          WITHOUT
CAUSE. Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than
for death or Disability).


 


(e)          GOOD
REASON. Upon written notice by the Employee to the Company of a termination for Good Reason. “Good Reason”
shall mean the occurrence of any of the following events, without the express written consent of the Employee, unless such events
are fully corrected in all material respects by the Company within thirty (30) days following written notification by the
Employee to the Company of the occurrence of one of the reasons set forth below:


 


(i)          material
adverse change in Employee’s duties, responsibilities or authority (including status, office, title, reporting relationships
or working conditions); or


 


(ii)         relocation
of the Employee’s principal place of employment more than 50 miles from Teaneck, New Jersey without the Employee’s
consent.


 


The Employee shall provide
the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days
after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration
of the Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason”
shall be deemed irrevocably waived by the Employee.


 


(f)          WITHOUT
GOOD REASON. Upon sixty (60) days’ prior written notice by the Employee to the Company of the Employee’s voluntary
termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice
date).


 


7.           CONSEQUENCES
OF TERMINATION.


 


(a)          DEATH.
In the event that the Employee’s employment and the Employment Term ends on account of the Employee’s death, the
Employee or the Employee’s estate, as the case may be, shall be entitled to the following (with the amounts to be paid within
thirty (30) days following termination of employment, or such earlier date as may be required by applicable law):


 


(i)          any
earned but unpaid Base Salary through the date of termination;


 


(ii)         reimbursement
for any unreimbursed business expenses incurred through the date of termination; and


 


(iii)        all
other payments, benefits or fringe benefits to which the Employee shall be entitled under the terms of any applicable compensation
arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 7(a)(i)
through 7(a)(iii) hereof shall be hereafter referred to as the “Accrued Benefits”).


 


(b)          DISABILITY.
In the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability,
the Company shall pay or


 




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provide the Employee with
the Accrued Benefits and continuation of health and life insurance benefits under the Company’s then-current plans for a
period of one (1) year following the date of termination.


 


(c)          TERMINATION
FOR CAUSE. If the Employee’s employment is terminated (x) by the Company for Cause, the Company shall pay to the Employee
any earned but unpaid Base Salary through the date of termination.


 


(d)          TERMINATION
WITHOUT CAUSE OR FOR ANY REASON BY THE EMPLOYEE. If the Employee’s employment by the Company is terminated (x) by the
Company other than for Cause or (y) by the Employee for any reason the Company shall pay or provide the Employee with, subject
to the provisions of Section 23 hereof,:


 


(i)          the
Accrued Benefits;


 


(ii)         a
lump sum payment of any earned but unpaid Annual Bonus from the most recent fiscal year;


 


(iii)        subject
to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, a pro-rata
portion of the Employee’s Annual Bonus for the fiscal year in which the Employee’s termination occurs based on actual
results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction,
the numerator of which is the number of days during the fiscal year of termination that the Employee is employed by the Company
and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the
Company;


 


(iv)        an
amount equal to two-thirds (2/3) of Employee’s annual Base Salary in eight equal monthly installments, beginning with the
first regularly scheduled pay period following the sixtieth (60th) day following such termination, provided that
to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code
Section 409A (as defined in Section 23 hereof), any such payment scheduled to occur during the first sixty (60) days following
the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th)
day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto;


 


(v)         subject
to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”), and (B) the Employee’s continued compliance with the obligations in Sections
8, 9 and 10 hereof, continued participation in the Company’s group health plan (to the extent permitted
under applicable law and the terms of such plan) which covers the Employee (and the Employee’s eligible dependents) for a
period of eighteen (18) months at the Company’s expense, provided that the Employee is eligible and remains eligible
for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers
group health benefits, such continuation of coverage by the Company under this Section 7(d)(v) shall immediately cease.
Notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section
7(d)(v) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination


 




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requirements of the Patient
Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended
(to the extent applicable).


 


Payments and benefits provided
in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be
eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act
of 1988 or any similar state statute or regulation


 


(e)          CHANGE
IN CONTROL.


 


	(i)		In the event that the Employee’s employment with the Company is terminated by
the Company without Cause or by the Employee for Good Reason, in each case, during the six (6) month period following a Change
in Control (as defined herein), the Employee shall be entitled to receive, in addition to the benefits described in Section
7(d)(i) through 7(d)(v) but excluding Section 7(d)(iv), in lieu of the amounts described in Section 7(d)(iv),
an amount equal to the sum of (A) 100% of the Employee’s annual Base Salary and (B) 50% of the Target Bonus in one lump
sum (the “Change in Control Payment”) on or before the fifth (5th) business day following the effective date
of the general release described in Section 8; provided that in the event the Change in Control Payment constitutes “nonqualified
deferred compensation” for purposes of Code Section 409A (as defined in Section 23 hereof), such payment shall be
paid no earlier than the (60th) day following such termination and no sooner than the sixty-fifth (65th) business day following
such termination.



 


	(ii)		For purposes herein, “Change in Control” shall be defined as (x) the sale,
lease, conveyance, liquidation or other disposition of all or substantially all of the Company’s assets as an entirely or
substantially as an entirety to any person, entity or group of persons acting in concert; or (y) any transaction or series of
related transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in any Person (as defined
in Section 13(h)(8)(E) under the Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934), directly or indirectly, of more than 50% of the aggregate voting power of all classes of
common equity securities of the Company, except if such Person is (A) a subsidiary of the Company, (B) an employee stock ownership
plan for employees of the Company, or (C) a company formed to hold the Company’s common equity securities and whose shareholders
constituted, at the time such company became such holding company, substantially all the equity owners or shareholders of the
Company; provided, that no such event shall be a Change of Control” unless such event would qualify as a “change
of control” under Treasury Regulation Section 1.409A-3(i)(5).



 


	(iii)		In the event that the Change in Control Payment, either alone or in combination with
any other benefits provided to the Employee herein,



 




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			constitute "parachute payments" within the meaning of Section 280G of the
                                                                            Internal Revenue Code and (ii) but for this Section 7(e)(iii), such severance and benefits would be subject to the
                                                                            excise tax imposed by Section 4999 of the Code, then Executive's severance benefits under this Section 7 shall be payable
                                                                            either (a) in full, or (b) as to such lesser amount which would result in no portion of such severance and other benefits
                                                                            being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the
                                                                            applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by
                                                                            Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement; provided, that to the
                                                                            extent such parachute payments shall be reduced to the extent necessary to avoid application of the excise tax, such
                                                                            reduction shall be made in the following order: (i) any cash severance based on a multiple of Base Salary or Annual Bonus,
                                                                            (ii) any other cash amounts payable to the Employee, (iii) benefits valued as parachute payments, and (iv) acceleration of
                                                                            vesting of any equity awards. Unless the Company and the Employee otherwise agree in writing, any determination required
                                                                            under this Section 7(e)(iii) shall be made in writing by independent public accountants agreed to by the Company and
                                                                            the Employee (the "Accountants"), whose determination shall be conclusive and binding upon the Employee and the
                                                                            Company for all purposes. For purposes of making the calculations required by this Section 7(e)(iii), the Accountants
                                                                            may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith
                                                                            interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall
                                                                            furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a
                                                                            determination under this Section 7(e)(iii). The Company shall bear all costs the Accountants may reasonably incur in
                                                                            connection with any calculations contemplated by this Section 7(e)(iii).



 


(f)          OTHER
OBLIGATIONS. Upon any termination of the Employee’s employment with the Company, the Employee shall promptly resign from
any other position as an officer, director or fiduciary of any Company-related entity.


 


(g)          EXCLUSIVE
REMEDY. The amounts payable to the Employee following termination of employment and the Employment Term hereunder pursuant
to Sections 6 and 7 hereof shall be in full and complete satisfaction of the Employee’s rights under this Agreement
and any other claims that the Employee may have in respect of the Employee’s employment with the Company or any of its affiliates,
and the Employee acknowledges that such amounts are fair and reasonable, and are the Employee’s sole and exclusive remedy,
in lieu of all other remedies at law or in equity, with respect to the termination of the Employee’s employment hereunder
or any breach of this Agreement.


 


8.           RELEASE.
Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits
shall only be payable if the Employee delivers to the Company and does not revoke a general release of claims in favor of the Company
in a form reasonably satisfactory to the Company. Such release shall be executed


 




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and delivered (and no longer
subject to revocation, if applicable) within sixty (60) days following termination.


 


9.            RESTRICTIVE
COVENANTS.


 


(a)          CONFIDENTIALITY.
During the course of the Employee’s employment with the Company, the Employee will have access to Confidential Information.
For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries,
trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments,
techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies,
and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied
in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or
potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such
information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers,
suppliers, vendors, raw partners and/or competitors. The Employee agrees that the Employee shall not, directly or indirectly, use,
make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned
duties and for the benefit of the Company, either during the period of the Employee’s employment and thereafter, any Confidential
Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s
and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information
only for certain limited purposes, in each case, which shall have been obtained by the Employee during the Employee’s employment
by the Company (or any predecessor). The foregoing shall not apply to information that (i) was known to the public prior to its
disclosure to the Employee; (ii) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful
act of the Employee or any representative of the Employee; or (iii) the Employee is required to disclose by applicable law, regulation
or legal process (provided that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates
with the Company at its expense in seeking a protective order or other appropriate protection of such information).


 


(b)          NONCOMPETITION.
The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable,
and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company,
(ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and
inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s
employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its
affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these
customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the
Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s
employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the
Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by


 




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(whether as an employee,
consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation
or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other
material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which
they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the
Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner
of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition
with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business
of such corporation. In addition, the provisions of this Section 9(b) shall not be violated by the Employee commencing employment
with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries
or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the
Company or any of its subsidiaries or affiliates.


 


(c)          NONSOLICITATION;
NONINTERFERENCE. (i) During the Employee’s employment with the Company and for a period of one (1) years thereafter,
the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or
indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer
of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries
or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying
or soliciting any such customer.


 


(ii)         During
the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the
Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or
on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent
of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render
services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such
employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other
entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any
other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any
of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this
Section 9(c)(ii) while so employed or retained and for a period of six (6) months thereafter.


 


(d)          NONDISPARAGEMENT.
The Employee agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees,
shareholders, agents or products other than in the good faith performance of the Employee’s duties to the Company while the
Employee is employed by the Company. The foregoing shall not be violated by truthful statements in response to legal process, required
governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection
with such proceedings).


 




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(e)          INVENTIONS.
(i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments,
software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable,
(A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company
resources and/or within the scope of the Employee’s work with the Company or that relate to the business, operations or actual
or demonstrably anticipated research or development of the Company, and that are made or conceived by the Employee, solely or jointly
with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company,
either while performing the Employee’s duties with the Company or on the Employee’s own time, but only insofar as the
Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively
to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon
(the “Inventions”). The Employee will keep full and complete written records (the “Records”),
in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing
to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon
the termination of the Employment Term, or upon the Company’s request. The Employee irrevocably conveys, transfers and assigns
to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries,
whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name
of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee
will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths,
and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or
register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company. The
Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys
all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without
additional compensation to the Employee from the Company, but entirely at the Company’s expense.


 


(ii)         In
addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on
behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights
therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations
to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions
do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and assigns to the Company,
all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions,
including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals
and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter
recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions,
to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other
unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation,
the right to receive all proceeds and damages therefrom. In


 




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addition, the Employee hereby
waives any so-called “moral rights” with respect to the Inventions.  To the extent that the Employee has any
rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described
herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently
existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property
that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by
virtue of the Employee being an employee of or other service provider to the Company.


 


(f)           RETURN
OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with the Company for any reason (or at any
time prior thereto at the Company’s request), the Employee shall return all property belonging to the Company or its affiliates;
provided, that the Employee may retain the Employee’s rolodex and similar address books provided that such items only include
contact information; provided further, that the Employee may retain, at no cost, any Company-provided computer and/or mobile phone,
provided that the Employee shall, upon termination, first deliver such devices to the Company for the purpose of deleting therefrom
any Confidential Information (as defined herein) or software licensed to the Company.


 


(g)          REASONABLENESS
OF COVENANTS. In signing this Agreement, the Employee gives the Company assurance that the Employee has carefully read and
considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 9 hereof.
The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates
and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length
of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee from obtaining
other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each
of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee
has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that
the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 9
, and that the Employee will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees)
incurred in connection with any action to enforce any of the provisions of this Section 9 if either the Company and/or its
affiliates prevails on any material issue involved in such dispute or if the Employee challenges the reasonableness or enforceability
of any of the provisions of this Section 9. It is also agreed that each of the Company’s affiliates will have the
right to enforce all of the Employee’s obligations to that affiliate under this Agreement, including without limitation pursuant
to this Section 9.


 


(h)          REFORMATION.
If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 9 is excessive
in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.


 




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(i)           TOLLING.
In the event of any violation of the provisions of this Section 9, the Employee acknowledges and agrees that the post-termination
restrictions contained in this Section 9 shall be extended by a period of time equal to the period of such violation, it
being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled
during any period of such violation.


 


(j)           SURVIVAL
OF PROVISIONS. The obligations contained in Sections 9 and 10 hereof shall survive the termination or expiration
of the Employment Term and the Employee’s employment with the Company and shall be fully enforceable thereafter.


 


10.         COOPERATION.
Upon the receipt of reasonable notice from the Company (including outside counsel), the Employee agrees that while employed
by the Company and thereafter, the Employee will respond and provide information with regard to matters in which the Employee has
knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Company,
its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates,
and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates,
to the extent that such claims may relate to the period of the Employee’s employment with the Company (collectively, the
“Claims”). The Employee agrees to promptly inform the Company if the Employee becomes aware of any lawsuits
involving Claims that may be filed or threatened against the Company or its affiliates. The Employee also agrees to promptly inform
the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation
of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Employee
(other than in connection with any litigation or other proceeding in which the Employee is a party-in-opposition) with respect
to matters the Employee believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless
of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation,
and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Employee
shall not communicate with anyone (other than the Employee’s attorneys and tax and/or financial advisors and except to the
extent that the Employee determines in good faith is necessary in connection with the performance of the Employee’s duties
hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding
involving the Company or any of its affiliates without giving prior written notice to the Company or the Company’s counsel.
Upon presentation of appropriate documentation, the Company shall pay or reimburse the Employee for all reasonable out-of-pocket
travel, duplicating or telephonic expenses incurred by the Employee in complying with this Section 10.


 


11.         EQUITABLE
RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened
breach of any of the provisions of Section 9 or Section 10 hereof would be inadequate and, in recognition of this
fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without
the necessity of showing actual monetary damages.


 




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12.         NO
ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 12 hereof,
no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party
hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the
Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets,
which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.


 


13.         NOTICE.
For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered
by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed
overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered
or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


	 	If to the Employee:
	 	 
	 	At the address (or to the facsimile number) shown
	 	in the books and records of the Company.
	 	 
	 	If to the Company:
	 	Phibro Animal Health Corporation
	 	Glenpointe Centre East, 3rd Fl
	 	300 Frank W. Burr Blvd., Ste 21
	 	Teaneck, NJ  07666-6712
	 	Attention:  General Counsel


 


or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only
upon receipt.


 


14.         SECTION
HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event
of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this
Agreement shall govern and control.


 


15.         SEVERABILITY.
The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement
in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction
or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.


 




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16.         COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


17.         ARBITRATION.
Any dispute or controversy arising under or in connection with this Agreement or the Employee’s employment with the Company,
other than injunctive relief under Section 11 hereof, shall be settled exclusively by arbitration, conducted before a single
arbitrator from the Judicial Arbitration and Mediation Services, applying the laws of the state of New Jersey, in accordance with
the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect, and to be
conducted in the state of New Jersey or such other place as the parties mutually agree. The decision of the arbitrator will be
final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall
pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration
costs shall be borne entirely by the Company. If, for any legal reason, a controversy arising from or concerning the interpretation
or application of this agreement cannot be arbitrated as provided for in this section, the parties agree that any civil action
shall be brought in the United States District Court for the District of New Jersey or, only if there is no basis for federal jurisdiction,
in the appropriate state court of the state of New Jersey.


 


18.         INDEMNIFICATION.
The Company hereby agrees to indemnify the Employee and hold the Employee harmless to the extent provided under the By-Laws
of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including
reasonable attorney’s fees), losses, and damages resulting from the Employee’s good faith performance of the Employee’s
duties and obligations with the Company. This obligation shall survive the termination of the Employee’s employment with
the Company.


 


19.         LIABILITY
INSURANCE. The Company shall cover the Employee under directors’ and officers’ liability insurance both during
and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company
covers its other officers and directors.


 


20.         GOVERNING
LAW. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of New Jersey (without regard to its choice of law provisions).


 


21.         MISCELLANEOUS.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee
and the Company with


 




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respect to the subject matter
hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.


 


22.         REPRESENTATIONS.
The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement
and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and
(b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which,
in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and
obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain
Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the
Employee in compliance therewith.


 


23.         TAX
MATTERS.


 


(a)          WITHHOLDING.
The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes
as may be required to be withheld pursuant to any applicable law or regulation.


 


(b)          SECTION
409A COMPLIANCE.


 


(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. 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 Employee and the Company of the applicable
provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional
tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section
409A.


 


(ii)         A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
Notwithstanding anything to the contrary in this Agreement, if the Employee 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 is considered deferred compensation under Code Section 409A payable on account of a “separation from
service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration
of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date
of the Employee’s death, to the extent required under Code Section 409A.


 




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Upon the expiration of the
foregoing delay period, all payments and benefits delayed pursuant to this Section 23(b)(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 Employee 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.


 


(iii)        To
the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day
of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses
eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(iv)        For
purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall
be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the
sole discretion of the Company.


 


(v)         Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified
deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted
by Code Section 409A.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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EXECUTION VERSION


 


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


 


	 	Phibro Animal Health 

Corporation
	 	 
	 	By:	     /s/ Jack C. Bendheim


 


	 	Name: 	Jack C. Bendheim
	 	 	 
	 	Title:	President


 





	 	Gerald K. Carlson
	 	 
	 	/s/ Gerald K. Carlson







 





[Signature Page to the Gerald K. Carlson
Employment Agreement]







 




    	 



    	 



    

 


EXHIBIT A


 


GENERAL RELEASE


 


I,                                           ,
in consideration of and subject to the performance by [Company] (together with its subsidiaries, the “Company”),
of its obligations under the Employment Agreement dated as of [●], 2014 (the “Agreement”), do hereby
release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future
managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners
(collectively, the “Released Parties”) to the extent provided below (this “General Release”).
The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced
by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms
used herein but not otherwise defined shall have the meanings given to them in the Agreement.


 


1.                    I
understand that any payments or benefits paid or granted to me under Section 7 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 certain of the payments and benefits specified in Section 7 of the Agreement unless I execute this General
Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not
be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established
by the Company or its affiliates.


 


2.                    Except
as provided in paragraphs 3 and 4 below and except for the provisions of the Agreement which expressly survive the termination
of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release
and forever discharge the Company and the other Released Parties from any and all claims, suits, 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 that this General Release becomes effective and enforceable) 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, may have, which arise out of or are connected with my employment with, or my separation or termination 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 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


 




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 distress, 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”).


 


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.                    I
agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of
any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of
injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any
right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative
investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any
monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i)
any right to the Accrued Benefits or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating
to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s
organizational documents or otherwise, or (iii) my rights as an equity or security holder in the Company or its affiliates.


 


6.                    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 or local 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 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 to the maximum extent permitted by law. I further agree that I am not
aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.


 


7.                    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.


 




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8.                    I
agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.


 


9.                    I
agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms
of this General Release or the Agreement, 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.


 


10.                   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 (SEC), the Financial
Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.


 


11.                   I
hereby acknowledge that Sections 7 through 13, 18 through 21 and 23 of the Agreement shall survive my execution of this General
Release.


 


12.                   I
represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge
that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with
respect to the subject matter of the release set forth in paragraph 1 above and which, if known or suspected at the time of entering
into this General Release, may have materially affected this General Release and my decision to enter into it.


 


13.                   Notwithstanding
anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any
rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.


 


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


 


	1.		I HAVE READ IT CAREFULLY;



 


	2.		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;



 


	3.		I VOLUNTARILY CONSENT TO EVERYTHING IN IT;



 


	4.		I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY 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;



 


	5.		I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT
RESTART THE REQUIRED [21][45]-DAY PERIOD;



 


	6.		I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE
IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;



 


	7.		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



 


	8.		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.



 


	SIGNED:______________________________________________	 	DATED:____________________


 




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