employmentagreement.htm

Exhibit 10.1

    


     

    EMPLOYMENT
AGREEMENT

     

     

    This
Employment Agreement (the “Agreement”), is made as of this 31st day of
July, 2008, between Glenn D. Bolduc (“Executive”) and Implant Sciences
Corporation (the “Company”), a Massachusetts corporation (the
“Parties”).

     

     

    1. Title;
Capacity.  The Company will employ Executive, and Executive
agrees to work for the Company, as the Chief Financial Officer to perform the
duties and responsibilities inherent in such position and such other duties and
responsibilities as the Company shall from time to time assign to
Executive.  Executive shall report to the Company’s Chief Executive
Officer (the “CEO”) and shall be subject to the supervision of, and shall have
such authority as is delegated by the CEO, which authority shall be sufficient
to perform Executive’s duties hereunder.  Executive shall devote
Executive’s full business time and reasonable best efforts in the performance of
the foregoing services, provided that Executive may
accept board memberships or service with other firms or charitable organizations
that are not in conflict with Executive’s primary responsibilities and
obligations to the Company.

     

     

    2. Term of
Employment.  The Company hereby agrees to employ Executive, and
Executive hereby accepts employment with the Company, upon the terms set forth
in this Agreement, for the period commencing as of July 7, 2008 (the
“Commencement Date”) and ending on the third anniversary of the Commencement
Date, unless sooner terminated in accordance with the provisions of Section 4 or
extended as hereinafter provided (such period, as it may be extended or
terminated, is the “Agreement Term”). Beginning on the third anniversary of the
Commencement Date, this Agreement shall continue until either party provides the
other with written notice of termination to take effect no less than ninety days
after such notice.

     

     

    3.   Compensation and
Benefits.

     

     

    3.1 Salary.  As
of July 7, 2008, the Company shall pay Executive a base salary of $7,692.31
every two weeks (i.e., at an annualized rate of $200,000 per year), payable in
accordance with the Company’s customary payroll practices (the “Base
Salary”).  The Base Salary thereafter shall be subject to annual
review and adjustment as determined by the Company in its sole discretion on the
anniversary of the Commencement Date each year of the Agreement
Term.

     

     

    3.2 Annual
Incentive.  For fiscal year 2009, Executive will be eligible to
receive a cash and/or stock option bonus.  The potential size and
composition of such bonus shall be determined within 60 days of the Commencement
Date with input from the CEO, the Compensation Committee of the Board of
Directors, and a recently completed independent study regarding executive
compensation for companies similar to the Company.  Such bonus will be
subject to Executive achieving significant success regarding the performance
milestones outlined in Exhibit A and shall be payable within 45 days of
attainment.  The milestones and corresponding bonus available for
subsequent fiscal years shall be established annually in the same manner, by
mutual agreement, no later than 60 days following the end of each fiscal
year.

     

     

    3.3 Long-Term
Incentives.  The CEO will recommended to the Compensation
Committee of the Board that, upon the Commencement Date, the Executive be
granted equity in the form of an incentive stock option to purchase 140,000
shares of common stock of the Company at an exercise price per share equal to
the per share fair market value of the Company’s common stock on the date of
such grant (the “Option”). The Option shall vest annually in equal installments
of thirty-three and a third percent (33 1/3%), beginning on the first
anniversary of the Commencement Date, and shall be exercisable for a period of
ten years from the date of the grant. During the twelve months following the
Commencement Date, Executive shall be provided additional stock option-based
compensation as reasonably required, in the judgment of the Board of Directors,
to maintain general parity in terms of stock option ownership for executives
with similar duties and responsibilities in the industry.  Such option
grants shall use, as a guideline, the independent executive compensation studies
recently received by the Company.

     

     

    3.4 Fringe
Benefits.  Executive shall be entitled to participate in all
bonus and benefit programs that the Company establishes and makes available to
its executive employees, if any, to the extent that Executive’s position,
tenure, salary, age, health and other qualifications make Executive eligible to
participate, including, but not limited to, health care plans, short and long
term disabilities plans, life insurance plans, retirement plans, and all other
benefit plans from time to time in effect.  Executive shall also be
entitled to take three (3) weeks of fully paid vacation annually, in accordance
with existing Company policies.

     

     

    3.5 Reimbursement of
Expenses.  Executive shall be reimbursed for such reasonable
and necessary business expenses incurred by Executive while Executive is
employed by the Company, which are directly related to the furtherance of
the Company's business.  Executive will be furnished with a corporate
credit card for business expenses. The Executive must submit any request for
reimbursement no later than ninety (90) days following the date that such
business expense is incurred in accordance with the Company's reimbursement
policy regarding same and business expenses must be substantiated by appropriate
receipts and documentation.  The Company may request additional
documentation or a further explanation to substantiate any business expense
submitted for reimbursement, and retains the discretion to approve or deny a
request for reimbursement. If a business expense reimbursement is not exempt
from Section 409A of the Internal Revenue Code of 1986, as amended, and the
Treasury regulations and other applicable guidance issued by the Treasury
Department and/or the Internal Revenue Service thereunder (collectively, the
“Code”), any reimbursement in one calendar year shall not affect the
amount that may be reimbursed in any other calendar year and a
reimbursement (or right thereto) may not be exchanged or liquidated for
another benefit or payment.  Any business expense reimbursements subject to
Section 409A of the Code shall be made no later than the end of the calendar
year following the calendar year in which such business expense is incurred by
the Executive

     

     

    3.6 Indemnification.  The
Company shall indemnify Executive to the fullest extent permitted under
applicable law, the Company’s Articles of Organization and the Company’s
By-laws, each as they may be amended from time to time.  The Executive
shall be insured under the Company’s Directors’ & Officers’ liability policy
in the same manner as other senior executives of the Company for as long as
Executive is an officer of the Company and as long as the Company maintains such
policy in force.  Such indemnity and insurance shall survive the
termination of Executive’s employment by the Company.

     

     

    4. Termination of Employment
Period.  The Employment Period shall terminate upon the
occurrence of any of the following:

     

     

    4.1 Termination of the Agreement
Term.  At the expiration of the Agreement Term, but only if
appropriate notice is given pursuant to Section 2.

     

     

    4.2 Termination for
Cause.  At the election of the Company for “Cause” upon written
notice by the Company to Executive.  For the purposes of this Section,
“Cause” for termination shall be deemed to exist upon the occurrence of any of
the following:

     

     

    (a) Executive’s
conviction or entry of nolo contendere to any felony or a crime involving moral
turpitude, fraud or embezzlement of Company property; or

     

     

    (b) Executive’s
dishonesty, gross negligence or gross misconduct that is materially injurious to
the Company or material breach of his duties under this Agreement, which has not
been cured by Executive within 10 days (or longer period as is reasonably
required to cure such breach, negligence or misconduct) after he shall have
received written notice from the Company stating with reasonable specificity the
nature of such breach.

     

     

    (c) Executive’s
illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the
Company.

     

     

    4.3 Voluntary Termination by the
Company, or by the Executive for Good Reason.  Subject to the
notice and cure periods set forth in Sections 4.2(b) and 5.5, respectively, at
the election of the Company, without Cause, at any time upon written notice by
the Company to Executive or at the election of Executive for Good Reason (as
defined below).

     

     

    4.4  Death or
Disability.  Thirty days after the death or determination of
disability of Executive.  As used in this Agreement, the determination
of “disability” shall occur when Executive, due to a physical or mental
disability, for a period of 90 days in the aggregate whether or not consecutive,
during any 360-day period, is unable to perform the services contemplated under
this Agreement.  A determination of disability shall be made by a
physician satisfactory to both Executive and the Company, provided that if Executive and
the Company do not agree on a physician, Executive and the Company shall each
select a physician and these two together shall select a third physician, whose
determination as to disability shall be binding on all
parties.  Notwithstanding the foregoing, (i) Executive shall be deemed
to have a “disability” if Executive receives any benefits under any long-term
disability insurance policy, whether such policy is carried by the Company or by
Executive; and (ii)  if and only to the extent that Executive’s
disability is a trigger for the payment of deferred compensation, as defined in
Section 409A of the Code, “disability” shall have the meaning set forth in
Section 409A(a)(2)(C) of the Code.

     

     

    4.5 Voluntary Termination by
Executive.  At the election of Executive upon not less than 60
days prior written notice by him to the Company.

     

     

    5. Effect of
Termination.

     

     

    5.1 Termination for Cause, at
the Election of Executive, at Death or Disability, or Upon Expiration of the
Agreement Term.  In the event that Executive’s employment is
terminated for Cause, upon Executive’s death or disability, at the election of
Executive, or upon the expiration of the Agreement Term, the Company shall have
no further obligations under this Agreement other than to pay to Executive
salary and accrued vacation through the last day of Executive’s actual
employment by the Company.

     

     

    5.2 Voluntary Termination by the
Company, or by the Executive for Good Reason.  In the event
that Executive’s employment is terminated by the Company without Cause, or by
Executive’s resignation for Good Reason, beginning immediately after the date of
such termination, the Company shall continue to pay to Executive the annual Base
Salary then in effect for twelve (12) months on a regular payroll basis, and
each such payment shall constitute a separate payment for the purposes of
Section 409A of the Code. In addition to the foregoing amounts, the Company
shall pay Executive, in a single lump sum, on or before the end of the 90-day
period following termination of Executive’s employment, but not later than the
15th
day of the third month following the end of the year in which Executive’s
employment is terminated, a pro rata portion of any bonus (to the extent earned)
for the year in which termination occurs; provided that the Company
shall determine, in its sole discretion, when such payment will be made during
such period.  In addition, the Company shall continue Executive’s
coverage under and its contributions towards Executive’s health care, dental,
disability and life insurance benefits on the same basis and level of coverage
(i.e. dependent coverage) as immediately prior to the date of termination,
except as provided below, for twelve months from the last day of Executive’s
employment. Notwithstanding the foregoing, subject to any overriding laws, the
Company shall not be required to provide any health care, dental, disability or
life insurance benefit otherwise receivable by Executive if Executive becomes
covered by an equivalent benefit (at the same cost to Executive, if any) from
another source.  Any such new benefit coverage shall be reported to
the Company.  Notwithstanding the foregoing, (i) no salary
continuation benefits shall be payable under this Section 5.2, and the Company
shall not be obligated to make any contributions towards Executive’s health
care, dental, disability or life insurance benefits under this Section 5.2,
unless and until (x) Executive executes a release in favor of the Company
substantially in the form annexed hereto as Exhibit B and (y) the period in
which Executive is entitled to revoke such election has expired without any such
revocation; and (ii) and no portion of any bonus shall be due or payable under
this Section 5.2 unless (x) Executive shall have executed such release on or
before the end of the 60-day period following termination of Executive’s
employment and (y) the period in which Executive is entitled to revoke such
election has expired without any such revocation.

     

     

    5.3 Notwithstanding
any other provision with respect to the timing of payments under Section 5.2,
if, at the time of the Executive’s termination, the Executive is deemed to be a
“specified employee” of the Company within the meaning of Section
409A(a)(2)(B)(i) of the Code, then only to the extent necessary to comply with
the requirements of Section 409A of the Code, any payments to which the
Executive may become entitled under Section 5.2 which are subject to Section
409A of the Code (and not otherwise exempt from its application) will be
withheld until the first business day of the seventh month following the date of
termination, at which time the Executive shall be paid an aggregate amount equal
to six months of payments otherwise due to the Executive under the terms of
Section 5.2, as applicable.  After the first business day of the
seventh month following the date of termination and continuing each month
thereafter, the Executive shall be paid the regular payments otherwise due to
the Executive in accordance with the terms of Section 5.2, as thereafter
applicable.

     

     

    5.4 Upon
Executive’s termination by the Company without Cause, other than upon
termination at the end of the Agreement Term, or as a result of Executive’s
resignation for Good Reason, all Options then held by Executive shall be
accelerated and become fully vested and exercisable as of the date of
Executive’s termination.

     

     

    5.5 As used
in this Agreement, “Good Reason” means,
without Executive’s written consent, (a) a “material diminution” (as such term
is used in Section 409A of the Code) of the duties assigned to Executive; (b) a
material reduction in Base Salary or other benefits (other than a reduction or
change in benefits generally applicable to all executive employees of the
Company); or (c) relocation to an office more than fifty miles outside the
Company’s current location in the greater Boston
area.  Notwithstanding the occurrence of any of the events enumerated
in this Section 5.5, no event or condition shall be deemed to constitute Good
Reason unless (i) Executive reports the event or condition which the Executive
believes to be Good Reason to the CEO or to the Board of Directors, in writing,
within 45 days of such event or condition occurring and (ii) within 30 days
after the Executive provides such written notice of Good Reason, the Company has
failed to fully correct such Good Reason and to make the Executive whole for any
such losses.

     

     

    5.6 The
provisions of this Section 5 and the payments provided hereunder are intended to
be exempt from or to comply with the requirements of Section 409A of the Code,
and shall be interpreted and administered consistent with such intent. To the
extent required for compliance with Section 409A, references in this Agreement
to a “termination of employment” shall mean a “separation of service” as defined
by Section 409A.

     

     

    6. Nondisclosure and
Noncompetition.

     

     

    6.1 Proprietary
Information.

     

     

    (a) Executive
agrees that all information and know-how, whether or not in writing, of a
private, secret or confidential nature concerning the Company’s business or
financial affairs (collectively, “Proprietary Information”) is and shall be the
exclusive property of the Company.  By way of illustration, but not
limitation, Proprietary Information may include inventions, products, processes,
methods, techniques, formulas, designs, drawings, slogans, tests, logos, ideas,
practices, projects, developments, plans, research data, financial data,
personnel data, computer programs and codes, and customer and supplier
lists.  Executive will not disclose any Proprietary Information to
others outside the Company except in the performance of his duties or use the
same for any unauthorized purposes without written approval by an officer of the
Company, either during or after his employment, unless and until such
Proprietary Information has become public knowledge or generally known within
the industry without fault by Executive, or unless otherwise required by
law.

     

     

    (b) Executive
agrees that all files, letters, memoranda, reports, records, data, sketches,
drawings, laboratory notebooks, program listings, or other written,
photographic, electronic or other material containing Proprietary Information,
whether created by Executive or others, which shall come into his custody or
possession, shall be and are the exclusive property of the Company to be used by
Executive only in the performance of his duties for the Company.

     

     

    (c) Executive
agrees that his obligation not to disclose or use information, know-how and
records of the types set forth in paragraphs (a) and (b) above, also extends to
such types of information, know-how, records and tangible property of
subsidiaries and joint ventures of the Company, customers of the Company or
suppliers to the Company or other third parties who may have disclosed or
entrusted the same to the Company or to Executive in the course of the Company’s
business.

     

     

    6.2 Inventions

     

     

    (a)           Disclosure.  Executive
shall disclose promptly to an officer or to attorneys of the Company in writing
any idea, invention, work of authorship, whether patentable or unpatentable,
copyrightable or uncopyrightable, including, but not limited to, any computer
program, software, command structure, code, documentation, compound, genetic or
biological material, formula, manual, device, improvement, method, process,
discovery, concept, algorithm, development, secret process, machine or
contribution (any of the foregoing items hereinafter referred to as an
"Invention") Executive may conceive, make, develop or work on, in whole or in
part, solely or jointly with others. The disclosure required by this Section
applies (a) to an invention related to the general line of business engaged in
by the Company or to which the Company planned to enter during the period of
Executive’s employment with the Company and for one year thereafter; (b) with
respect to all Inventions whether or not they are conceived, made, developed or
worked on by Executive during Executive’s regular hours of employment with the
Company; (c) whether or not the Invention was made at the suggestion of the
Company; (d) whether or not the Invention was reduced to drawings, written
description, documentation, models or other tangible form.

     

     

    (b)           Assignment of Inventions to
Company; Exemption of Certain Inventions. Executive hereby assigns to the
Company without royalty or any other further consideration Executive’s entire
right, title and interest in and to all Inventions which Executive conceives,
makes, develops or works on during employment and for one year thereafter,
except as limited by 6.2(a) above and those Inventions that Executive develops
entirely on Executive’s own time after the date of this Agreement without using
the Company's equipment, supplies, facilities or trade secret information unless
those Inventions either (a) relate at the time of conception or reduction to
practice of the Invention to the Company's business, or actual or demonstrably
anticipated research or development of the Company; or (b) result from any work
performed by Executive for the Company.

     

     

    (c)           Records.  Executive
will make and maintain adequate and current written records of all Inventions.
These records shall be and remain the property of the Company.

     

     

    (d)           Patents.  Executive
will assist the Company in obtaining, maintaining and enforcing patents and
other proprietary rights in connection with any Invention covered by Section
6.2.  Executive further agrees that his obligations under this Section
shall continue beyond the termination of his employment with the Company, but if
he is called upon to render such assistance after the termination of such
employment, he shall be entitled to a fair and reasonable rate of compensation
for such assistance.  Executive shall, in addition, be entitled to
reimbursement of any expenses incurred at the request of the Company relating to
such assistance.

     

     

    6.3 Prior Contracts and
Inventions; Information Belonging to Third Parties.  Executive
represents that there are no contracts to assign Inventions between any other
person or entity and Executive.  Executive further represents that (a)
Executive is not obligated under any consulting, employment or other agreement
which would affect the Company's rights or Executives duties under this
Agreement, (b) there is no action, investigation, or proceeding pending or
threatened, or any basis therefore known to Executive involving Executive’s
prior employment or any consultancy or the use of any information or techniques
alleged to be proprietary to any former employer, and (c) the performance of
Executive’s duties as an employee of the Company will not breach, or constitute
a default under any agreement to which Executive is bound, including, without
limitation, any agreement limiting the use or disclosure of proprietary
information acquired in confidence prior to engagement by the Company. Executive
will not, in connection with Executive’s employment by the Company, use or
disclose to the Company any confidential, trade secret or other proprietary
information of any previous employer or other person to which Executive is not
lawfully entitled.

     

     

    6.4 Noncompetition and
Nonsolicitation.

     

     

    (a) During
the Employment Period and for a period of twelve (12) months after the
termination of Executive’s employment with the Company for any reason, or for no
reason, Executive will not directly or indirectly, absent the Company’s prior
written approval, render services of a business, professional or commercial
nature to any other person or entity in the area of explosives detection, in the
Boston, Massachusetts area, whether such services are for compensation or
otherwise, whether alone or in conjunction with others, as an employee, as a
partner, or as a shareholder (other than as the holder of not more than 1% of
the combined voting power of the outstanding stock of a public company), officer
or director of any corporation or other business entity, or as a trustee,
fiduciary or in any other similar representative capacity.

     

     

    (b) During
the Employment Period and for a period of twelve (12) months after the
termination of Executive’s employment for any reason, Executive will not,
directly or indirectly, recruit, solicit or induce, or attempt to recruit,
solicit or induce any employee or employees of the Company to terminate their
employment with, or otherwise cease their relationship with, the
Company.

     

     

    (c) During
the Employment Period and for a period of twelve (12) months after termination
of Executive’s employment for any reason, Executive will not, directly or
indirectly, contact, solicit, divert or take away, or attempt to solicit,
contact, divert or take away, the business or patronage of any of the clients,
customers or accounts, or prospective clients, customers or accounts, of the
Company.

     

     

    6.5 If any
restriction set forth in this Section is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable.

     

     

    6.6 The
restrictions contained in this Section are necessary for the protection of the
business and goodwill of the Company and are considered by Executive to be
reasonable for such purpose.  Executive agrees that any breach of this
Section will cause the Company substantial and irrevocable damage and therefore,
in the event of any such breach, in addition to such other remedies which may be
available, the Company shall have the right to seek specific performance and
injunctive relief.  The Company shall be entitled to recover its
reasonable attorneys’ fees in the event it prevails in such an
action.  In addition, the Company’s obligation to pay Executive the
amounts set forth in Section 5.2 or 5.3 shall terminate in the event Executive
breaches any terms and conditions in this Section 6.  If Company
breaches its obligation to pay Executive the amounts due hereunder, Executive’s
obligations in this Section 6 shall terminate immediately.

     

     

    7. Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral relating to the subject matter of this
Agreement.

     

     

    8. Amendment.  This
Agreement may be amended or modified only by a written instrument executed by
both the Company and Executive.

     

     

    9. Governing Law; Waiver of
Jury Trial.  This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts
without regard to principles of conflicts of laws thereunder. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

     

     

    10. Notices.  Any
notice or other communication required or permitted by this Agreement to be
given to a party shall be in writing and shall be deemed given if delivered
personally or by commercial messenger or courier service, or mailed by U.S.
registered or certified mail (return receipt requested), or sent via facsimile
(with receipt of confirmation of complete transmission) to the party at the
party’s last known address or facsimile number or at such other address or
facsimile number as the party may have previously specified by like
notice.  If by mail, delivery shall be deemed effective 3 business
days after mailing in accordance with this Section.

     

     

    11. Successors and
Assigns.

     

     

    11.1  Assumption by
Successors.  The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to assume in writing
prior to such succession and to agree to perform its obligations under 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.  Successions by virtue of the sale of stock shall be governed
by operation of law.

     

     

    11.2  Successor
Benefits.  This Agreement shall be binding upon and inure to
the benefit of both parties and their respective successors and assigns,
including any corporation into which the Company may be merged or which may
succeed to its assets or business, provided, however, that the
obligations of Executive are personal and shall not be assigned by
him.

     

     

    12. Miscellaneous.

     

     

    12.1   No
Waiver.  No delay or omission by the Company or the Executive
in exercising any right under this Agreement shall operate as a waiver of that
or any other right.  A waiver or consent given by the Company or the
Executive on any one occasion shall be effective only in that instance and shall
not be construed as a bar or waiver of any right on any other
occasion.

     

     

    12.2   Severability.  In
case any provision of this Agreement shall be invalid, illegal or otherwise
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.

     

     

    12.3   Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

     

     

    12.4  Withholding.  All
payments made by the Company under this Agreement shall be net of any tax or
other amounts required to be withheld by the Company pursuant to applicable
law.

     

    


    (Signature
page to follow)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth above.

    


    


    EXECUTIVE

     

     

    /s/ Glenn
Bolduc

    
      Glenn
Bolduc

    

     

    Date
executed: 7/31/08

     

    


     

     

    IMPLANT
SCIENCES CORPORATION

     

     

    By
direction of the Board

     

    By:  /s/ Phillip C. Thomas

    Phillip
C. Thomas

    Chief
Executive Officer

     

     

    Date
executed: 7/31/08


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Exhibit
A

     

    


    Milestones

    


    1.              Executive’s
successful submission of all government-required filings throughout the fiscal
year in an accurate, complete, and timely manner.

    


    2.              Within
the first 45 days of the Commencement Date, Executive’s development of a
comprehensive financial model for integration into the Company’s ongoing
Operating Plan and 5 Year Plan, and continuing with all associated updates and
enhancements as business conditions change.

    


    3.              Successfully
complete all remaining elements of the Sarbanes-Oxley Protiviti program,
complete with a documentation package, a written action plan regarding total
compliance with the financial requirements of Sarbanes-Oxley as they apply to
the Company, and the implementation of all Protiviti recommendations by the end
of FY09, as appropriate.

    


    4.              Successfully
contribute, in a material way, to significantly improving the Company’s cash
position through a combination of capturing cash from sources owing the Company
money, the sale of various assets, and/or debt/equity raises.

    


    5.              During
calendar year 2009, ensure the development and implementation of rational,
effective, and timely processes and procedures to provide timely, complete, and
accurate internal operating reports to all operational divisions and
departments, as well as to auditors and banking partners, throughout the fiscal
year with the goal being a highly effective finance organization which meets the
ongoing needs of the Company and its affiliates.  This shall include
the necessary upgrades to the Navision accounting system of the Company,
complete with training programs for all required personnel from the Finance and
other departments.

    


    6.              Work
effectively and productively with fellow employees, customers, shareholders,
vendors, banks, auditors, law firms, the Board, and other groups and individuals
who are part of the normal day to day operations of the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Exhibit
B

     

     

    


     

    1.           Your
Release of Claims.  You hereby agree and acknowledge that, for
good and valuable consideration, by signing this Agreement, you are waiving your
right to assert any and all forms of legal claims against the Company1/ of any
kind whatsoever, whether known or unknown, arising from the beginning of time
through the date you execute this Agreement (the “Execution
Date”).  Except as set forth below, your waiver and release herein is
intended to bar any form of legal claim, complaint or any other form of action
(jointly referred to as “Claims”) against the Company seeking any form of relief
including, without limitation, equitable relief (whether declaratory, injunctive
or otherwise), the recovery of any damages, or any other form of monetary
recovery whatsoever (including, without limitation, back pay, front pay,
compensatory damages, emotional distress damages, punitive damages, attorneys’
fees and any other costs) against the Company, for any alleged action, inaction
or circumstance existing or arising through the Execution Date.

    


    Without limiting the foregoing general
waiver and release, you specifically waive and release the Company from any
Claim arising from or related to your employment relationship with the Company
or the termination thereof, including, without limitation:

    


    
      	
               
      

            	
              **

            	
              Claims
      under any state or federal discrimination, fair employment practices or
      other employment related statute, regulation or executive order (as they
      may have been amended through the Execution Date) prohibiting
      discrimination or harassment based upon any protected status including,
      without limitation, race, national origin, age, gender, marital status,
      disability, veteran status or sexual orientation.  Without
      limitation, specifically included in this paragraph are any Claims arising
      under the Age Discrimination in Employment Act, Title VII of the Civil
      Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the
      Americans With Disabilities Act and any similar Federal and state
      statute.

            


    

    


    
      	
               
      

            	
              **

            	
              Claims
      under any other state or federal employment related statute, regulation or
      executive order (as they may have been amended through the Execution Date)
      relating to wages, hours or any other terms and conditions of
      employment.

            


    

    


    
      	
               
      

            	
              **

            	
              Claims
      under any state or federal common law theory including, without
      limitation, wrongful discharge, breach of express or implied contract,
      promissory estoppel, unjust enrichment, breach of a covenant of good faith
      and fair dealing, violation of public policy, defamation, interference
      with contractual relations, intentional or negligent infliction of
      emotional distress, invasion of privacy, misrepresentation, deceit, fraud
      or negligence.

            


    

    


    
      	
               
      

            	
              **

            	
              Any
      other Claim arising under state or federal
law.

            


    

    


    You
acknowledge and agree that, but for providing this waiver and release, you would
not be receiving the economic benefits being provided to you under the terms of
this Agreement.  You further acknowledge that this release does not
waive any claims you cannot by law waive and does not release any claims that
arise after its execution.

    


    It is the
Company’s desire and intent to make certain that you fully understand the
provisions and effects of this Agreement.  To that end, you are
advised to consult with legal counsel for the purpose of reviewing the terms of
this Agreement.  Also, because you are over the age of 40, the Age
Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the
basis of age, allows you at least twenty-one (21) days to consider the terms of
this Agreement.  ADEA also allows you to rescind your assent to this
Agreement if, within seven (7) days after you sign this Agreement, you deliver
by hand or send by mail (certified, return receipt and postmarked within such 7
day period) a notice of rescission to the Company. The eighth day following your
signing of this Agreement is the Effective Date.

    


    Also,
consistent with the provisions of the federal law, nothing in this release shall
be deemed to prohibit you from challenging the validity of this release under
the discrimination laws (the “Federal Discrimination Laws”) or from filing a
charge or complaint of employment-related discrimination with the Equal
Employment Opportunity Commission (“EEOC”) or any state fair employment
practices agency, or from participating in any investigation or proceeding
conducted by the EEOC or any state fair employment practices
agency.  Further, nothing in this release or Agreement shall be deemed
to limit the Company’s right to seek immediate dismissal of such charge or
complaint on the basis that your signing of this Agreement constitutes a full
release of any individual rights under the Federal Discrimination Laws, or to
seek restitution to the extent permitted by law of the economic benefits
provided to you under this Agreement in the event that you successfully
challenge the validity of this release and prevail in any claim under the
Federal Discrimination Laws.

    


    


    
      	
               
      

            	
              By:
      __________________________

            


    

     

    
      	
               
      

            	
              Employee

            


    

     

    
      	
               
      

            	
              Date
      signed: _____________

            


    

     

    
      	 
      


    

    


    
      

    

      
      1/           
For purposes of this Agreement, the Company includes the Company and any of its
divisions, affiliates (which means all persons and entities directly or
indirectly controlling, controlled by or under common control with the Company),
subsidiaries and all other related entities, and its and their directors,
officers, employees, trustees, agents, successors and
assigns.