Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Agreement (this “Agreement”),
      dated
      as of July 18, 2008 (the “Effective
      Date”)
      by and
      between VioQuest Pharmaceuticals, Inc., a Delaware corporation with principal
      executive offices at 180 Mount Airy Road, Suite 102, Basking Ridge, NJ 07920
      (the “Company”),
      and
      Christopher Schnittker, residing at 652 Ashbourne Road, Elkins Park, PA 19027
      (the “Executive”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Company desires to employ the Executive as Vice President and Chief Financial
      Officer of the Company, and the Executive desires to serve the Company in such
      capacity, upon the terms and subject to the conditions contained in this
      Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements herein contained, the
      parties hereto hereby agree as follows:

     

    1.  Employment.

     

    (a)    Services.  
      The Executive will be employed by the Company as its Vice President and Chief
      Financial Officer. The Executive will report to the Chief Executive Officer
      (the
“CEO”)
      and
      shall perform such duties as are consistent with his position as Vice President
      and Chief Financial Officer (the “Services”).
      The
      Executive agrees to perform such duties faithfully, to devote all of his working
      time, attention and energies to the business of the Company, and while he
      remains employed, not to engage in any other business activity that is in
      conflict with his duties and obligations to the Company. 

     

    (b)    Acceptance.  
      The Executive hereby accepts such employment and agrees to render the
      Services.

     

    2.  
      Term.
      The
      Executive’s employment under this Agreement (the “Term”)
      shall
      commence on July 21, 2008 (the “Commencement
      Date”)
      and
      shall continue for a term of two (2) years, unless sooner terminated pursuant
      to
      Section 8
      of this
      Agreement. Notwithstanding anything to the contrary contained herein, the
      provisions of this Agreement specified in Sections 5,
      6,
      9,
      and
10
      shall
      survive the expiration or termination hereof.

     

    3.  Best
      Efforts; Place of Performance.

     

    (a)  
      The
      Executive
      shall devote substantially all of his business time, attention and energies
      to
      the business and affairs of the Company and shall use his best efforts to
      advance the best interests of the Company and shall not during the Term be
      actively engaged in any other business activity, whether or not such business
      activity is pursued for gain, profit or other pecuniary advantage, that will
      interfere with the performance by the Executive of his duties hereunder or
      the
      Executive’s availability to perform such duties or that will adversely affect,
      or negatively reflect upon, the Company.

     

    
      
        
        

      

      
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          1 of
          17

        
          

        

      

      
        
        

      

       

    

    (b)  
      The
      duties
      to
      be performed by the Executive hereunder shall be performed primarily at the
      office of the Company in the State of New Jersey or eastern Pennsylvania, or
      wherever the principal executive offices of the Company shall hereafter be
      located, subject to reasonable travel requirements on behalf of the Company,
      or
      such other place as the CEO may reasonably designate.

     

    4.  Compensation.  
      As full compensation for the performance by the Executive of his duties under
      this Agreement, the Company shall pay the Executive as follows:

     

    (a)  
      Base
      Salary.  
      The Company shall pay the Executive an annual salary (the “Base
      Salary”)
      of One
      Hundred Eighty Five Thousand Dollars ($185,000). Payment shall be made in
      accordance with the Company’s normal payroll practices in effect from time to
      time. Executive’s Base Salary will be reviewed at least annually and may be
      increased in the sole discretion of the Company’s Compensation Committee. The
      Base Salary may not be decreased, except upon a mutual written agreement between
      the parties.

     

    (b)  Bonus.  
      Executive shall be eligible to receive cash bonuses as follows: 

     

    (1)  in
      the
      event that the Company receives gross proceeds equal to or in excess of Ten
      Million Dollars ($10,000,000) as a result of the sale of its securities in
      one
      or a series of related transactions, the Company shall pay to Executive, within
      thirty (30) days after the date of the closing which results in the Ten Million
      Dollar ($10,000,000) threshold being satisfied, a one-time cash bonus, paid
      as a
      lump sum, in the amount of Fifty Thousand Dollars ($50,000).

     

    (2)  a
      discretionary 30% annual bonus should your job performance be deemed
      satisfactory in the sole discretion of the Chief Executive Officer.

     

    (c)  Withholding.  
      The Company shall withhold all applicable federal, state and local taxes and
      social security and such other amounts as may be required by law from all
      amounts payable to the Executive under this Agreement. 

     

    (d)  Stock
      Options / Merger Options.
      

     

    (1)  Pursuant
      to the Company’s 2003 Stock Option Plan, as amended (the “Stock
      Incentive Plan”),
      the
      Company shall issue to Executive stock options (the “Stock Options”) to purchase
      180,000 shares of the Company’s Common Stock. The Stock Options shall have an
      exercise price per share equal to the fair market value of a share of Common
      Stock on the date of grant as determined in accordance with the Company’s stock
      option pricing policies and practices and the provisions of Section 409A of
      the
      Internal Revenue Code and regulations thereunder. As a condition to the grant
      of
      the Stock Options, the Executive shall be required to execute and deliver the
      Company’s Stock Option Agreement. The Stock Options will vest in four equal
      annual installments, commencing with the first anniversary of the Commencement
      Date and ending on the fourth anniversary of the Commencement Date, subject
      to
      the terms of the Stock Incentive Plan and the Stock Option Agreement (such
      agreement to reflect the provisions of Section 9
      hereof).
      Notwithstanding the foregoing, in the event that the foregoing grant exceeds
      the
      number of shares reserved and available for option grants under the Stock
      Incentive Plan, the Company shall immediately amend the Stock Incentive Plan
      to
      appropriately increase the number of reserved shares under the Stock Incentive
      Plan. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (2)  The
      Company shall issue the Executive additional stock options (the “Merger
      Options”)
      to
      purchase 180,000 shares
      of
      the Company’s Common Stock. The
      Merger Options will vest in four equal annual installments, commencing with
      the
      first anniversary of the Commencement Date and ending on the fourth anniversary
      of the Commencement Date, subject to the terms of the Stock Incentive Plan
      and
      the Stock Option Agreement (such agreement to reflect the provisions of Section
      9
      hereof),
      provided, however, the Merger Options will not be exercisable unless and until
      the shares of Common Stock that are held in escrow (the “Escrow
      Shares”),
      pursuant to the terms of the merger agreement by and among the Company, VQ
      Acquisition Corp. and Greenwich Therapeutics, Inc. dated July 1, 2005, as
      amended (the “Merger
      Agreement”),
      are
      released from escrow pursuant to the terms of the Merger Agreement, and
      provided, further, that (i) only that amount of the Merger Options will be
      exercisable equal to the pro-rata portion of those Escrow Shares that are
      released from escrow pursuant to the terms of the Merger Agreement and (ii)
      the
      Executive is an employee of the Company at the time of such release. By way
      of
      example and for illustration purposes only, if 40% of the Escrow Shares are
      released from escrow pursuant to the terms of the Merger Agreement, then 40%
      of
      the Merger Options shall become exercisable by the Executive, provided, however,
      such Merger Options have vested pursuant to the terms of this Agreement.


     

    (e)  Additional
      Stock Options.  
      The Executive shall be eligible to receive additional stock options pursuant
      to
      the Company’s Stock Incentive Plan beginning on the first anniversary of this
      Agreement in an amount determined by the Board in its good faith and reasonable
      discretion. The Executive and the Board shall discuss such grant and the Board
      will award the Executive such options as it may, in its sole discretion after
      discussion with the Executive, determine.

     

    (f)  Expenses.  
      The Company shall reimburse the Executive for all normal, usual and necessary
      expenses incurred by the Executive in furtherance of the business and affairs
      of
      the Company, including reasonable travel and entertainment, upon timely receipt
      by the Company of appropriate vouchers or other proof of the Executive’s
      expenditures and otherwise in accordance with any expense reimbursement policy
      as may from time to time be adopted by the Company.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    (g)  Other
      Benefits.  
      The Executive shall be entitled to all rights and benefits for which he shall
      be
      eligible under any benefit or other plans (including, without limitation,
      dental, medical, medical reimbursement and hospital plans, pension plans,
      employee stock purchase plans, profit sharing plans, bonus plans, prescription
      drug reimbursement plans, short and long term disability plans, life insurance
      and other so-called “fringe” benefits) as the Company shall make available to
      its senior executives from time to time. 

     

    (h)  Vacation.  
      The Executive shall be entitled to a vacation of three (3) non-consecutive
      weeks
      per annum, in addition to holidays observed by the Company. During the Term,
      the
      Executive shall not be entitled to carry forward vacation from one year of
      employment to the next year of employment, nor shall he receive any compensation
      for
      any
      unused vacation days 

     

    5.  Confidential
      Information and Inventions.

     

    (a)  The
      Executive
      recognizes and acknowledges that in the course of his duties he is likely to
      receive confidential or proprietary information of the Company,
      its
      affiliates or third parties with whom the Company or any such affiliates has
      an
      obligation of confidentiality.
      Accordingly, during and after the Term, the Executive agrees to keep
      confidential and not disclose or make accessible to any other person or use
      for
      any other purpose other than in connection with the fulfillment of his duties
      under this Agreement, any Confidential and Proprietary Information owned
      by,
      or received by or on behalf of
      the
      Company
      or any
      of its affiliates.
      “Confidential and Proprietary Information” shall include, but shall not be
      limited to, confidential or proprietary scientific or technical information,
      data, formulas and related concepts, business plans (both current and under
      development), client lists, promotion and marketing programs, trade secrets,
      or
      any other confidential or proprietary business information relating to
      development programs, costs, revenues, marketing, investments, sales activities,
      promotions, credit and financial data, manufacturing processes, financing
      methods, plans or the business and affairs of the Company or
      of any
      affiliate or client of the Company. The
      Executive expressly acknowledges that the Confidential and Proprietary
      Information constitutes a protectable business interest of the Company. The
      Executive agrees: (i) not to use any such Confidential and Proprietary
      Information for himself or others; and (ii) not to take any Company material
      or
      reproductions (including but not limited to writings, correspondence, notes,
      drafts, records, invoices, technical and business policies, computer programs
      or
      disks) thereof from the Company’s offices at any time during his employment by
      the Company, except as required in the execution of the Executive’s duties to
      the Company. The Executive agrees to return immediately all Company material
      and
      reproductions (including but not limited, to writings, correspondence, notes,
      drafts, records, invoices, technical and business policies, computer programs
      or
      disks) thereof in his possession to the Company upon request and in any event
      immediately upon termination of employment.

     

    (b)  Except
      with
      prior written authorization by the Company, the Executive agrees for a period
      of
      five (5) years from the termination of his employment with the Company not
      to
      disclose or publish:

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    (1)  any
      of
      the Confidential and Proprietary Information;
      or


     

    (2)  any
      confidential, scientific, technical or business information of any other party
      to whom the Company or any of its affiliates owes an obligation of
      confidence.

     

    (c)  The
      Executive
      agrees that all inventions, discoveries, improvements and patentable or
      copyrightable works (“Inventions”) initiated, conceived or made by him, either
      alone or in conjunction with others, during the Term shall be the sole property
      of the Company to the maximum extent permitted by applicable law and, to the
      extent permitted by law, shall be “works made for hire” as that term is defined
      in the United States Copyright Act (17 U.S.C.A., Section 101). The Company
      shall
      be the sole owner of all patents, copyrights, trade secret rights, and other
      intellectual property or other rights in connection therewith. The Executive
      hereby assigns to the Company all right, title and interest he may have or
      acquire in all such Inventions; provided, however, that the Board may in its
      sole discretion agree to waive the Company’s rights pursuant to this Section
5(c)
      with
      respect to any Invention that is not directly or indirectly related to the
      Company’s business. The Executive further agrees to assist the Company in every
      proper way (but at the Company’s expense) to obtain and from time to time
      enforce patents, copyrights or other rights on such Inventions in any and all
      countries, and to that end the Executive will execute all documents
      necessary:

     

    (1)  to
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; and

     

    (2)  to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright or other analogous protection.

     

    (d)  The
      Executive
      acknowledges that while performing the Services, the Executive may locate,
      identify and/or evaluate patented or patentable inventions having commercial
      potential in the fields of pharmacy, pharmaceutical, biotechnology, healthcare,
      technology and other fields which may be of potential interest to the Company
      or
      one of its affiliates (the “Third Party Inventions”). The Executive understands,
      acknowledges and agrees that all rights to, interests in or opportunities
      regarding, all Third-Party Inventions identified by the Company,
      any of
      its affiliates or either of the foregoing persons’
      officers, directors, employees (including the Executive), agents or consultants
      during the Term shall be and remain the sole and exclusive property of the
      Company or
      such
      affiliate and
      the
      Executive shall have no rights whatsoever to such Third-Party Inventions and
      will not pursue for himself or for others any transaction relating to the
      Third-Party Inventions which is not on behalf of the Company unless the Company
      has expressly abandoned its interest in such Third Party Inventions in
      writing.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    (e)  The
      Executive
      agrees that he will promptly disclose to the Company all Inventions initiated,
      made
      or
conceived
      or reduced
      to practice,
      either
      alone or jointly
      with
      others, during the Term.

     

    (f)  The
      provisions
      of this Section 5
      shall
      survive any termination of this Agreement.

     

    6.  Non-Competition,
      Non-Solicitation and Non-Disparagement.

     

    (a)  The
      Executive
      understands and recognizes that his services to the Company are special and
      unique and that in the course of performing such services the Executive will
      have access to and knowledge of Confidential and Proprietary Information and
      the
      Executive agrees that, during
      the Term and for
      either (i) six (6) months following the expiration or earlier termination of
      this Agreement or, (ii) if the Company is providing severance benefits to the
      Executive pursuant to Section 9(c)
      hereof,
      twelve (12) months (the “Termination
      Benefits Period”),
      he
      shall not in any manner, directly or indirectly, on behalf of himself or any
      person, firm, partnership, joint venture, corporation or other business entity
      (“Person”), enter into or engage in any business which is engaged in any
      business directly or indirectly competitive with the business of the Company,
      either as an individual for his own account, or as a partner, joint venturer,
      owner, executive, employee, independent contractor, principal, agent,
      consultant, salesperson, officer, director or shareholder of a Person in a
      business competitive with the Company within the geographic area of in which
      the
      Company does business,
      which
      is deemed by the parties hereto to be New
      York,
      New Jersey, Connecticut, Massachusetts, Pennsylvania, and California.
      The
      Executive acknowledges that, due to the unique nature of the Company’s business,
      the loss of any of its clients or the improper use of its Confidential and
      Proprietary Information could create significant instability and cause
      substantial damage to the Company and therefore the Company has a strong
      legitimate business interest in protecting the continuity of its business
      interests and the restriction herein agreed to by the Executive narrowly and
      fairly serves such an important and critical business interest of the Company.
      For purposes of this Agreement, the Company shall be deemed to be actively
      engaged on the date hereof in the development and commercialization of medical
      technologies, including therapeutics, biologics, devices, and vaccines for
      the
      treatment, diagnosis, and/or prevention of (i) cancers by the inhibition,
      blocking, activation or other direct effect on the Akt family (Akt1, Akt2,
      and
      Akt3) that are members of the serine/threonine-specific protein kinase family
      or; (ii) “hand and foot syndrome” associated with the treatment of cancer; or
      (iii) cancers by the inhibition, activation blocking, or other direct effect
      on
      SHP-1 or SHP-2, two non-transmembrane tyrosine phosphatases. Notwithstanding
      the
      foregoing, nothing contained in this Section 6(a)
      shall be
      deemed to prohibit the Executive from acquiring or holding, solely for
      investment, publicly traded securities of any corporation, some or all of the
      activities of which are competitive with the business of the Company so long
      as
      such securities do not, in the aggregate, constitute more than five percent
      (5%)
      of any class or series of outstanding securities of such
      corporation.

     

    (b)  The
      Executive
      hereby acknowledges and agrees that the covenant against competition provided
      for pursuant to Section 6(a)
      is
      reasonable with respect to its duration, geographic area and scope. If, at
      the
      time of enforcement of this Section 6,
      a court
      holds that the restrictions stated herein are unreasonable under the
      circumstances then existing, the Parties hereto agree that the maximum duration,
      scope or geographic area legally permissible under such circumstances will
      be
      substituted for the duration, scope or area state herein. 

     

    
      
        
        

      

      
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    (c)  During
      the
      Term
      and the Termination Benefits Period (as defined in Section 6(a)
      above),
      the
      Executive shall not, directly or indirectly, without the prior written consent
      of the Company:

     

    (1)  solicit
      or induce any employee of the Company or
      any of
      its affiliates to
      leave
      the employ of the Company
      or any
      such affiliate
      (as the
      term “affiliate” is defined in Paragraph 6);
      or hire
      for any purpose any employee of the Company
      or any
      affiliate;
      or hire
      any former employee
      who has left the employment of the Company or any affiliate of the Company
      within
      twelve
      (12) months of the termination of such employee’s employment with the
      Company
      or any
      such affiliate;
      or hire
      any former employee of the Company in violation of such employee’s
      non-competition agreement with the Company
      or any
      such affiliate;
      or

     

    (2)  solicit
      or accept the business of any agent, client or customer of the Company or any
      of
      its affiliates
      with
      respect to products, services or investments similar to those provided or
      supplied by the Company
      or any
      of its affiliates;
      or

     

    (3)  solicit
      or accept employment or be retained by any Person who, at any time during the
      Term, was an agent, client or customer of the Company or any of its affiliates
      where his position will be related to the business of the Company or any such
      affiliate.
      

     

    (d)  The
      Company
      and the Executive each agree that both during the Term and for a period of
      five
      (5) years thereafter, neither party shall directly or indirectly disparage,
      whether or not true, the name or reputation of the other party or any of its
      affiliates, including but not limited to, any officer, director, employee or
      shareholder of the Company
      or any
      of its affiliates
      (as
      defined above).
      Notwithstanding this Section, nothing contained herein shall limit or impair
      the
      ability of the Executive to provide truthful testimony in response to any
      validly issued subpoena. 

     

    (e)  In
      the
      event
      that the Executive breaches any provisions of Section 5
      or this
      Section 6
      or there
      is a threatened breach, then, in addition to any other rights which the Company
      may have, the Company shall be entitled, without the posting of a bond or other
      security, to seek injunctive relief to enforce the restrictions contained in
      such Sections
      The
      Company and the Executive agree that any such action for injunctive or equitable
      relief shall be heard in a state or federal court situated in the State of
      New
      Jersey and each of the parties hereto agrees to accept service of process by
      registered or certified mail and to otherwise consent to the jurisdiction of
      such courts.

     

    
      
        
        

      

      
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    (f)  Each
      of
      the
      rights and remedies enumerated in Section 7(d) shall be independent of the
      others and shall be in addition to and not in lieu of any other rights and
      remedies available to the Company at law or in equity. If any of the covenants
      contained in this Section 7, or any part of any of them, is hereafter construed
      or adjudicated to be invalid or unenforceable, the same shall not affect the
      remainder of the covenant or covenants or rights or remedies which shall be
      given full effect without regard to the invalid portions. If any of the
      covenants contained in this Section 7 is held to be invalid or unenforceable
      because of the duration of such provision or the area covered thereby, the
      parties agree that the court making such determination shall have the power
      to
      reduce the duration and/or area of such provision and in its reduced form such
      provision shall then be enforceable. 

     

    (g)  The
      provisions
      of this Section 6
      shall
      survive any termination of this Agreement.

     

    


    7.  Representations
      and Warranties.
      The
      Executive hereby represents and warrants to the Company as follows:

     

    (a)  Neither
      the
      execution or delivery of this Agreement nor the performance by the Executive
      of
      his duties and other obligations hereunder violate or will violate any statute,
      law, determination or award, or conflict with or constitute a default or breach
      of any covenant or obligation under (whether immediately, upon the giving of
      notice or lapse of time or both) any prior employment agreement, contract,
      or
      other instrument to which the Executive is a party or by which he is
      bound.

     

    (b)  The
      Executive
      has the full right, power and legal capacity to enter and deliver this Agreement
      and to perform his duties and other obligations hereunder. This Agreement
      constitutes the legal, valid and binding obligation of the Executive enforceable
      against him in accordance with its terms. No approvals or consents of any
      persons or entities are required for the Executive to execute and deliver this
      Agreement or perform his duties and other obligations hereunder.

     

    8.  Termination.
      The
      Executive’s employment hereunder shall be terminated upon the Executive’s death
      and may be terminated as follows:

     

    (a)  The
      Executive’s
      employment hereunder may be terminated by the CEO for Cause. Any of the
      following actions by the Executive shall constitute “Cause”:

     

    (1)  The
      willful failure, disregard or refusal by the Executive to perform his material
      duties or obligations under this Agreement;

     

    (2)  Any
      willful, intentional or grossly negligent act by the Executive having the effect
      of materially injuring (whether financial or otherwise and as determined in
      good-faith by a majority of the members of the Board) the business or reputation
      of the Company
      or any
      of its affiliates,
      including but not limited to, any officer, director, executive or shareholder
      of
      the Company or any of its affiliates;
      

     

    
      
        
        

      

      
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    (3)  Willful
      misconduct by the Executive in respect of the material duties or obligations
      of
      the Executive under this Agreement, including, without limitation, willful
      insubordination with respect to lawful directions received by the Executive
      from
      the CEO;

     

    (4)  The
      Executive’s indictment
      of any
      felony involving moral turpitude (including entry of a nolo contendere
      plea);

     

    (5)  The
      determination by the Company, after a reasonable and good-faith investigation
      by
      the Company following a written allegation by another employee of the Company,
      that the Executive engaged in some form of harassment prohibited by law
      (including, without limitation, age, sex or race discrimination;

     

    (6)  Any
      material misappropriation or embezzlement of the property of the Company or
      its
      affiliates (whether or not a misdemeanor or felony);

     

    (7)  Breach
      by
      the Executive of any of the provisions of Sections 5,
      6,
      or
7
      of this
      Agreement; or

     

    (8)  Breach
      by
      the Executive of any material provision of this Agreement other than those
      contained in Sections 5,
      6,
      or
7
      which is
      not cured by the Executive within thirty (30) days after notice thereof is
      given
      to the Executive by the Company.

     

    (b)  The
      Executive’s
      employment hereunder may be terminated by the CEO due to the Executive’s
      Disability. For purposes of this Agreement, a termination for “Disability” shall
      occur (i) when the CEO has provided a written termination notice to the
      Executive supported by a written statement from a reputable independent
      physician selected and approved by the parties to the effect that the Executive
      shall have become so physically or mentally incapacitated as to be unable to
      resume, within the ensuing six (6) months, his employment under this Agreement
      by reason of physical or mental illness or injury or (ii) upon rendering of
      a
      written termination notice by the CEO after the Executive has been unable to
      substantially perform his duties hereunder for 60 or more consecutive days,
      or
      more than 120 days in any consecutive twelve month period, by reason of any
      physical or mental illness or injury, which is supported by a written statement
      from a reputable independent physician selected and approved by the parties.
      For
      purposes of this Section 8(b),
      the
      Executive agrees to make himself available and to cooperate in a reasonable
      examination by a reputable independent physician retained by the Company and
      approved by the Executive. Nothing herein shall constitute a waiver of
      Executive’s right to dispute any assertion by the Company of Disability or
      termination on the grounds thereof.

     

    (c)  The
      Executive’s
      employment hereunder may be terminated by the CEO upon the occurrence of a
      Change of Control. For purposes of this Agreement, “Change of Control” means,
      following the Effective Date: (i) the acquisition by any Person (including
      a
      group of Persons within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Exchange Act) of beneficial ownership of any capital stock of the Company,
      if,
      after such acquisition, such Person beneficially owns (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) 50% or more of the combined
      voting power of the then-outstanding securities of the Company entitled to
      vote
      generally in the election of directors (the “Outstanding Company Voting
      Securities”), provided, however, such person or
      his or
      its affiliate(s) do not own in excess of 50% of such voting power on the date
      of
      this Agreement;
      or (ii)
      the consummation of a merger, consolidation, reorganization, recapitalization
      or
      share exchange involving the Company or a sale or other disposition of all
      or
      substantially all of the assets of the Company (a “Business Combination”),
      unless, immediately following such Business Combination, all or substantially
      all of the individuals and entities who were the beneficial owners of the
      Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, more than 50% of the
      combined voting power of the then-outstanding securities entitled to vote
      generally in the election of directors of the resulting or acquiring corporation
      in such Business Combination (which shall include, without limitation, a
      corporation which as a result of such transaction owns the Company or
      substantially all of the Company’s assets either directly or through one or more
      subsidiaries) in substantially the same proportions as their ownership of the
      Outstanding Company Voting Securities immediately prior to such Business
      Combination. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    (d)  The
      Executive’s
      employment hereunder may be terminated by the Executive for Good Reason. For
      purposes of this Agreement, “Good Reason” shall mean the occurrence of any of
      the following, provided that Executive provides the Company with written notice
      of the occurrence of any such condition within 90 days of its occurrence and
      the
      Company fails to cure such condition within 30 days after the date it receives
      Executive’s written notice: (i) any material reduction by the Company of the
      Executive’s compensation or benefits payable hereunder; or (ii) any material
      reduction or change in the Executive’s duties, responsibilities or position; or
      (iii) a material breach by the Company of a material term of this Agreement;
      or
      (iv) a relocation of Executive’s principal place of employment by more than
      fifty (50) miles without Executive’s consent.

     

    (e)  The
      Executive’s
      employment may be terminated by the Company for any reason or no reason, subject
      to the terms of Section 9
      of this
      Agreement.

     

    9.  Compensation
      upon Termination.

     

    (a)  
      If
      the
      Executive’s employment is terminated as a result of his death or Disability, the
      Company shall pay to the Executive or to the Executive’s estate, as applicable,
      in a lump sum within 30 days after the date of termination,
      (i)
      his
      unpaid Base Salary through the date of his termination and (ii) any expense
      reimbursement amounts owed the Executive through the date of his termination,
      and shall provide to Executive his benefits in accordance with this Agreement
      through the date of his termination. In addition, subject
      to the provisions of Section 9(h)
      hereof, the Company shall continue to pay to the Executive or to his estate
      his
      Base Salary on the regular payroll dates of the Company for the period
      beginning on the day after the date of termination and ending on the date that
      is six (6) months following
      the
      date of
      termination.
      In
      the
      event that the Company provides Executive (his spouse and his dependents, if
      applicable) with medical, dental and hospitalization coverage (“Health
      Coverage”) at the time of termination of Executive’s employment and Executive
      (and/or his spouse and dependents, as applicable) elects continued Health
      Coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985,
      as
      amended, or, if inapplicable, under the applicable state statutes and
      regulations governing continuation of health care coverage to former employees
      (collectively, “COBRA”), for the twelve
      (12) month period following the date of termination,
      the
      Company shall reimburse Executive for the amount of the COBRA payments, less
      the
      amount that Executive would have been obligated to make in order to receive
      the
      Health Coverage under the Company’s programs (as in effect at the time of
      termination of employment). Subject to Section 9(h)
      hereof, the Company will make reimbursement payments to Executive on a monthly
      basis on the last payroll date of the month for the previous month’s COBRA
      payments. All Merger Options and Stock Options that are scheduled to vest on
      the
      next succeeding anniversary of the Commencement Date shall be accelerated and
      deemed to have vested as of the termination date. All Merger Options and Stock
      Options that have not vested (or been deemed pursuant to the immediately
      preceding sentence to have vested) as of the date of termination shall be
      forfeited to the Company as of such date. Merger Options and Stock Options
      that
      have vested as of the Executive’s termination shall remain exercisable for
      ninety (90) days following such termination, provided, however, Merger Options
      that are not exercisable upon their terms at the time of such termination may
      not be exercised and shall be forfeited to the Company as of such
      date.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

    

    (b)  
      If
      the
      Executive’s employment is terminated by the CEO for Cause or by the Executive
      for other than Good Reason, then the Company shall pay or provide to the
      Executive (i) his unpaid Base Salary, (ii) any expense reimbursement amounts
      owed the Executive and (iii) his benefits in accordance with this Agreement,
      all
      through the date of his termination. The Executive shall have no further
      entitlement hereunder to any other compensation or benefits from the Company.
      All Merger Options and Stock Options that have not vested as of the date of
      termination shall be forfeited to the Company as of such date. Merger Options
      and Stock Options that have vested as of the Executive’s termination shall
      remain exercisable for 90 days following such termination, provided, however,
      Merger Options that are not exercisable upon their terms at the time of such
      termination may not be exercised and shall be forfeited to the Company as of
      such date. 

     

    (c)  
      If
      the
      Executive’s employment is terminated by the Company (or its successor) upon the
      occurrence of a Change of Control, is terminated by the Company other than
      as a
      result of the Executive’s death or Disability or other than as set forth in
      Section 8(a),
      or
      is terminated by the Executive for Good Reason, then the Company (or its
      successor, as applicable) shall pay
      to
      Executive, in a lump sum within 30 days after the date of termination,
(i)
      his
      unpaid Base Salary through the date of his termination and (ii) any expense
      reimbursement amounts owed the Executive through the date of his termination,
      and shall provide to Executive his benefits in accordance with this Agreement
      though the date of his termination. In addition, subject
      to the provisions of Section 9(h)
      hereof and Section 9(d)
      hereof, the Company shall continue to pay to the Executive his Base Salary
      on
      the
      regular payroll dates of the Company for the period
      beginning on the first payroll date that occurs on or after the 31st day after
      the date of termination and ending on the date that is twelve
      (12) months following such
      date.
      In
      the
      event that the Company provides Executive (his spouse and his dependents, if
      applicable) with Health Coverage at the time of termination of Executive’s
      employment and Executive elects continued Health Coverage under COBRA, subject
      to Section 9(d),
      for
      a twelve
      (12) month period beginning on the first month-end payroll date that occurs
      on
      or after the 31st day after the date of termination,
      the
      Company shall reimburse Executive for the amount of the COBRA payments, less
      the
      amount that Executive would have been obligated to make in order to receive
      the
      Health Coverage under the Company’s programs (as in effect at the time of
      termination of employment). Subject to Section 9(h)
      hereof (and the foregoing sentence), the Company will make reimbursement
      payments to Executive on a monthly basis on the last payroll date of the month
      for the previous month’s COBRA payments. The Company’s continuing Health
      Coverage reimbursement obligations under this Section 9(c)
      shall
      cease in the event that Executive has the ability to obtain Health Coverage
      from
      a subsequent employer. All Merger Options and Stock Options that
      are
      scheduled to vest on the next succeeding anniversary of the Commencement Date
      shall be accelerated and deemed to have vested as of the termination date.
      All
      Merger Options and Stock Options that have
      not
      vested (or been deemed pursuant to the immediately preceding sentence to have
      vested) as of the date of termination shall be forfeited to the Company as
      of
      such date. Merger
      Options and Stock Options that have vested as of the Executive’s termination
      shall remain exercisable for 90 days following such termination provided,
      however, Merger Options that are not exercisable upon their terms at the time
      of
      such termination may not be exercised and shall be forfeited to the Company
      as
      of such date. Notwithstanding the foregoing, if Executive’s employment is
      terminated upon a Change of Control and such Change of Control is a result
      of
      (i) a merger, consolidation, share exchange, or other business combination
      transaction, (ii) a sale by the Company of all or substantially all of its
      assets for consideration, or (iii) the sale by the Company of newly issued
      securities resulting in gross proceeds in excess of $60,000,000, then in each
      case all Merger Options and Stock Options that have not vested as of the
      termination date shall
      be
      accelerated and deemed to have vested as of the termination date. 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    (d)  Notwithstanding
      anything
      to the contrary contained herein, no payments shall be made to Executive
      pursuant to Section 9(c)
      hereof (other than unpaid Base Salary and reimbursements for business expenses,
      both through Executive’s date of termination), whether for Base Salary
      continuation or reimbursement of Health Coverage, and no acceleration of vesting
      of the Merger Options or Stock Options shall occur pursuant to Section
9(c)
      hereof unless Executive executes and delivers to the Company within 30 days
      after the date of termination a general mutual release in favor of the Company,
      its affiliates and their respective officers, directors, shareholders, members,
      partners, managers, employees, plan administrators, agents and attorneys, as
      well as any predecessor, future successor or estate or assign of any of the
      foregoing from all legally releasable claims and liability (other than the
      payments and benefits due under this Agreement) in a form reasonably
      satisfactory to the Company and Executive (and the release is not rescinded
      and
      remains in effect). The mutual release shall not release Executive from claims
      or liability relating to Executive’s
      acts or omissions involving or arising from fraud, theft, criminal acts, or
      violations of securities law while employed by the Company. Notwithstanding
      the foregoing, the Company shall have no obligation to provide Executive with
      a
      release of any claims or liability if the Company terminates Executive’s
      employment in accordance with Section 8(a).

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (e)  This
      Section
      9
      sets
      forth the only obligations of the Company with respect to the termination of
      the
      Executive’s employment with the Company, and the Executive acknowledges that,
      upon the termination of his employment, he shall not be entitled to any payments
      or benefits which are not explicitly provided in Section 9.

     

    (f)  Omitted.

     

    (g)  The
      obligations
      of the Company that arise under this Section 9 shall
      survive the expiration or earlier termination of this Agreement.

     

    (h)  
      If
      any
      payment, compensation or other benefit provided to the Executive in connection
      with his employment termination is determined, in whole or in part, to
      constitute “nonqualified deferred compensation” within the meaning of Section
      409A of the Code and the Executive is a specified employee as defined in Section
      409A(2)(B)(i), no part of such payments shall be paid before the day that is
      six
      (6) months plus one (1) day after the termination date (the “New Payment Date”).
      The aggregate of any payments that otherwise would have been paid to the
      Executive during the period between the termination date and the New Payment
      Date shall be paid to the Executive in a lump sum on such New Payment Date.
      Thereafter, any payments that remain outstanding as of the day immediately
      following the New Payment Date shall be paid without delay over the time period
      originally scheduled, in accordance with the terms of this Agreement..
      Notwithstanding anything contained herein to the contrary, Executive shall
      not
      be considered to have terminated employment with the Company for purposes of
      Sections 8
      and
9
      hereof
      unless he would be considered to have incurred a “termination of employment”
from the Company within the meaning of Treasury Regulation
§1.409A-1(h)(1)(ii).

     

    (i)  Anything
      in
      this
      Agreement to the contrary notwithstanding, if in the event of a Change of
      Control, it is determined that any payment, award, benefit or distribution
      (or
      any acceleration of any payment, award, benefit or distribution) by the Company
      or any entity to or for the benefit of the Executive (the “Payments”) would
      result in an excise tax within the meaning of Section 4999 of the Internal
      Revenue Code of 1986, as amended (“Code”) (such excise tax, together with any
      such interest and penalties, are hereinafter collectively referred to as the
      “Excise Tax”), then the Company (or any successor entity) shall pay to Executive
      an additional payment (“Gross Up Payment”) in an amount such that after payment
      by the Executive of all taxes (including any Excise Tax) imposed upon the Gross
      Up Payment, the Executive retains an amount of the Gross Up Payment equal to
      the
      amount the Excise Tax imposes upon the Payments.

     

    10.  Indemnification.
      The
      Company shall defend and indemnify the Executive in his capacity as Vice
      President and Chief Financial Officer of the Company to the fullest extent
      permitted by the Company’s articles and by-laws and under the Delaware General
      Corporate Law (the “DGCL”). Within sixty (60) days of the Effective Date, the
      Company shall also establish a policy for indemnifying its officers and
      directors, including but not limited to the Executive, for all actions permitted
      under the DGCL taken in good faith pursuit of their duties for the Company,
      including but not limited to the obtaining of an appropriate level of Directors
      and Officers Liability coverage and including such provisions in the Company’s
      by-laws or certificate of incorporation, as applicable and customary. The rights
      to indemnification shall survive any termination of this Agreement.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

    

    11.  Miscellaneous.

     

    (a)  This
      Agreement
      shall be governed by, and construed and interpreted in accordance with, the
      laws
      of the State of New Jersey, without giving effect to its principles of conflicts
      of laws.

     

    (b)  Any
      dispute
      arising out of, or relating to, this Agreement or the breach thereof (other
      than
      Sections 5
      or
6
      hereof),
      or regarding the interpretation thereof, shall be finally settled by arbitration
      conducted in New Jersey in accordance with the National Rules for the Resolution
      of Employment Disputes
      of
      the
      American Arbitration Association then in effect before a panel of three
      arbitrators appointed in accordance with such rules. Judgment upon any award
      rendered therein may be entered and enforcement obtained thereon in any court
      having jurisdiction. The arbitrator shall have authority to grant any form
      of
      appropriate relief, whether legal or equitable in nature, including specific
      performance.
      For the
      purpose of any judicial proceeding to enforce such award or incidental to such
      arbitration or to compel arbitration and for purposes of Sections 5
      or
6 hereof,
      the parties hereby submit to the non-exclusive jurisdiction of the courts of
      the
      State of New Jersey, or the United States District Court for the District of
      New
      Jersey, and agree that service of process in such arbitration or court
      proceedings shall be satisfactorily made upon it if sent by registered mail
      addressed to it at the address referred to below in paragraph (g) of this
      Section 11.
      The
      costs of such arbitration shall be borne proportionate to the finding of fault
      as determined by the panel of arbitrators.
      Pending
      such resolution of any claim, the Executive shall be entitled to continue to
      receive all payments and benefits due under this Agreement or otherwise, unless
      the arbitration panel determines otherwise. Judgment on the arbitration award
      may be entered by any court of competent jurisdiction. 

     

    (c)  This
      Agreement
      shall be binding upon and inure to the benefit of the parties hereto, and their
      respective heirs, legal representatives, successors and assigns.

     

    (d)  This
      Agreement,
      and the Executive’s rights and obligations hereunder, may not be assigned by the
      Executive. The Company may assign its rights, together with its obligations,
      hereunder in connection with any sale, transfer or other disposition of all
      or
      substantially all of its business or assets.

     

    (e)  This
      Agreement
      cannot be amended orally, or by any course of conduct or dealing, but only
      by a
      written agreement signed by the parties hereto.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (f)  The
      failure
      of either party to insist upon the strict performance of any of the terms,
      conditions and provisions of this Agreement shall not be construed as a waiver
      or relinquishment of future compliance therewith, and such terms, conditions
      and
      provisions shall remain in full force and effect. No waiver of any term or
      condition of this Agreement on the part of either party shall be effective
      for
      any purpose whatsoever unless such waiver is in writing and signed by such
      party.

     

    (g)  All
      notices,
      requests, consents and other communications, required or permitted to be given
      hereunder, shall be in writing and shall be delivered personally or by an
      overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, to the parties at the addresses set forth
      on
      the first page of this Agreement, and shall be deemed given when so delivered
      personally or by overnight courier or when actually received if sent by
      registered or certified mail. Each party may designate another address, for
      receipt of notices hereunder by giving notice to the other party in accordance
      with this paragraph (g) of this Section 11.

     

    (h)  This
      Agreement
      sets forth the entire agreement and understanding of the parties relating to
      the
      subject matter hereof, and supersedes all prior agreements, arrangements and
      understandings, written or oral, relating to the subject matter hereof. No
      representation, promise or inducement has been made by either party that is
      not
      embodied in this Agreement, and neither party shall be bound by or liable for
      any alleged representation, promise or inducement not so set forth.

     

    (i)  As
      used
      in
      this Agreement, “affiliate” of a specified Person shall mean and include any
      Person controlling, controlled by or under common control with the specified
      Person.

     

    (j)  The
      section
      headings contained herein are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.

     

    (k)  This
      Agreement
      may be executed in any number of counterparts, each of which shall constitute
      an
      original, but all of which together shall constitute one and the same
      instrument.

     

    (l)  As
      used
      in
      this Agreement, the masculine, feminine or neuter gender, and the singular
      or
      plural, shall be deemed to include the others whenever and wherever the context
      so requires. Additionally, unless the context requires otherwise, “or” is not
      exclusive.

     

    (m)  This
      Agreement
      is intended to comply with the requirements of Section 409A of the Code
      (“Section 409A”) and regulations promulgated thereunder. To the extent that any
      provision in this Agreement is ambiguous as to its compliance with Section
      409A,
      the provision shall be read in such a manner so that all payments due under
      this
      Agreement shall comply with Section 409A . For purposes of Section 409A, each
      payment made under this Agreement shall be treated as a separate payment. In
      no
      event may Executive, directly or indirectly, designate the calendar year of
      payment.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    Remainder
      of Page Intentionally Left Blank; Signature Page Follows

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

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

     

     

    
      	 	
              By:/s/
                Michael D.
                Becker                         
                

              Name:
                Michael D. Becker

              Title:
                President & CEO

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Christopher
                Schnittker                  
                

              Name:
                Christopher Schnittker

            


    

     

    
      
        
        

      

      
        -17-