Unassociated Document


    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (the “Agreement”),
effective as of the first (1st) day of
January 2009, by and between WLG, Inc, a Delaware corporation (the “Company”), and
Christopher Wood (the “Executive”).

     

     

    WITNESSETH

     

    WHEREAS, the Executive is the
Chief Executive Officer of the Company; and

     

    WHEREAS, the Company and the
Executive have determined that it is in their respective best interest to set
forth the terms of the Executive’s employment by the Company in writing and
enter into this Agreement on the terms and conditions as set forth
herein.

     

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

     

    1.          
  Employment.  The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to serve the Company, upon the terms and conditions set forth
herein.

     

    2.           
 Term.  The
employment of the Executive by the Company pursuant to this Agreement as
provided in Section
1 will commence on 1st January
2009 (the “Effective
Date”), and terminate on 31st
December, 2013 (the “Initial Term”);
provided, however, notwithstanding anything to the contrary provided herein or
elsewhere, this Agreement shall be automatically extended for successive one (1)
year periods (each a “Extension Period”)
ending on each successive anniversary of 31st
December, 2013, subject to earlier termination in accordance with the provisions
of Section 6 of
this Agreement.  The Initial Term and any Extension Period is hereby
collectively referred to as the “Term.”   

     

    3.          
  Position
and Duties.  The Executive shall serve as the Chief Executive
Officer (“CEO”), and shall have
such responsibilities, duties and authority as are generally associated with
such office and as may from time to time be assigned on a reasonable basis to
the Executive by the Company’s Board of Directors (the “Board”), that are
consistent with such responsibilities, duties and authority, including, but not
limited to, responsibility for the overall and day-to-day management of the
Company on a worldwide basis.  The Executive shall perform his duties
diligently and faithfully and shall devote substantially all his weekday working
time to the business and affairs of the Company and to the oversight of its
subsidiaries and affiliates.  The Executive shall, at all times during
the Term, report directly to the Board.  Notwithstanding anything in
this Section 3
to the contrary, the Executive shall not be required to perform any duties or
responsibilities that would result in a violation of, or noncompliance with, any
law, regulation, regulatory pronouncement or any other regulatory requirement
applicable to the Company and the conduct of the Company’s business or to the
Executive in his capacity as CEO of the Company nor shall
the Executive be required to relocate his residence.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.          
  Compensation
and Related Matters.

     

    4.1     
     Base
Salary.  In consideration of the services rendered to the
Company hereunder by the Executive, the Company shall, during the Term, pay to
the Executive an annual base salary at a rate of HKD 1,920,000 (one million nine
hundred thousand Hong Kong Dollars) (the “Base Salary”) payable
to the Executive’s bank account by wire transfer or otherwise as instructed by
Executive, less mandatory statutory deductions and withholdings, if any, payable
in accordance with the Company’s normal payroll practices.  At least
annually, the Board will review the Base Salary for, among other items the Board
deems relevant, competitiveness, the business of the Company in the then
business environment, the stage of development of the Company and
appropriateness in the industry.  The Base Salary shall be payable
monthly in accordance with the Company’s normal payroll practices.

     

    4.2         
  Housing
Allowance. The Executive shall receive a monthly housing allowance of
HKD70,000, which may be adjusted from time to time, as agreed between the
Company and Executive.

     

    4.3        
  Annual
Bonus.  For each calendar year during the Term, the Executive
shall be eligible to receive a cash bonus of up to 100% of the Base Salary (the
“Bonus”).  Such Bonus shall be determined and payable
at the sole discretion of the Board.

     

    4.4         
 Stock
Options.  From time to time, the Company shall grant to
Executive stock options (the “Options”) to purchase
shares of common stock of the Company in amounts that shall be determined by the
Board. The Options shall be issued pursuant to the Company’s 2005 Stock
Incentive Plan (as may be amended from time to time or another plan if so
adopted) and will be evidenced by a Stock Option Grant Agreement (a “Grant
Agreement”).  The terms of the Options shall be determined by
the Board and set forth in each Grant Agreement, which shall include
anti-dilution protection and provide that the Options shall be exercisable for a
period of not less then five (5) years from the date of grant.

     

    Notwithstanding
the foregoing, all Options granted to Executive shall vest 100% immediately upon
a “Change in Control” as defined below.  For purposes of this Section, a “Change in Control”
shall be deemed to occur in the event of a change in ownership or control of the
Company affected through any of the following transactions: (i) the acquisition,
directly or indirectly, by any person or related group of persons (other than
the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of outstanding securities
possessing more than thirty-five percent (35%) of the total combined voting
power and/or issued and outstanding common stock of the Company’s outstanding
securities; or (ii) the sale, transfer or other disposition of all or
substantially all of the Company’s assets; (iii)
during  any  period of
two  consecutive  years, individuals who at the beginning of
such period  constituted the Board (together with any new
directors  whose  election to the Board,  or
whose  nomination  for election by
the  stockholders  of the Company,  was approved
by a vote of 75% of the directors then still in office who were either directors
at the beginning of such period or whose  election
or  nomination  for  election
was  previously  so approved)
cease to constitute a majority of the Board then in office; or (iv) the
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if more than thirty-five percent
(35%) of the combined voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation or other
reorganization is owned by persons who were not ten (10%) percent or greater
beneficial stockholders of the Company immediately prior to such merger,
consolidation or other reorganization.

     

    
      
        
        

      

      
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    4.5   
       Expenses.  The
Executive shall be entitled to receive prompt reimbursement for all reasonable
and customary expenses incurred by the Executive in performing services
hereunder, provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the
Company.  For the sake of clarity, reimbursable expenses shall include
payment of cell phone billings, business travel, meals and lodging as well as
high speed access computer lines.

     

    4.6           Benefits.

     

    (a)          The
Executive shall be entitled to health insurance for himself and his immediate
family members and shall receive full reimbursement for the premium costs of any
medical and dental plans under which Executive and his immediate family are
covered during the Term.

     

    (b)          The
Executive shall be entitled to the use of a company car during the
Term.  The Company shall reimburse all reasonable costs of operating
such Company car, including gasoline, parking, tolls, insurance and
repairs.

     

    (c)          The
Executive shall be provided with a laptop computer with appropriate software, as
well as a cell phone/Blackberry capable of making international
calls.

     

    (d)          The
Executive shall be entitled to reasonable vacation time to be determined in
consultation with the Board, provided that such vacation time shall not be less
than four (4) weeks per year.

     

    (e)          The
Executive shall be entitled to business class air travel when traveling on
company business.

     

    5.          
  Director
and Officer of the Company; D&O Insurance.

     

    (a)          As
an officer and a director of the Company, the Executive will be covered under
all of the Company’s Director’s and Officer’s liability insurance policies (the
“Insurance”),
which are in place and updated from time to time.  The Company,
however, agrees that during the Term and for a period of five (5) years
following the Term, the Company shall maintain such amounts and on such terms
that covers the Executive following termination of the Term for acts and/or
alleged acts occurring during the Term, and shall be on such terms no less
beneficial to the Executive that that held by other entities, private or public,
of similar size and financial status as that of the Company.  In
addition, the Company shall indemnify and hold harmless the Executive as and to
the extent provided in Exhibit A annexed hereto.

     

    (b)          Reserved.

     

    
      
        
        

      

      
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    6.        
    Termination.  The
Executive’s employment hereunder may be terminated only under the following
circumstances:

     

    6.1           Death or
Disability.  In the event of the Executive’s death or
Disability (as defined below) during the Term, the Executive’s employment
hereunder shall terminate, and the Company shall have no further obligation or
duty to the Executive or his estate or beneficiaries other than for the Base
Salary earned under this Agreement to the date of termination, reimbursement of
corporate expenses incurred through the date of termination, and any payments or
benefits due under Company policies or benefit plans which shall be paid within
a reasonable time following death or Disability.  For purposes of this
Agreement, "Disability" shall
mean a physical or mental infirmity which causes the Executive to be unable to
perform his duties hereunder for any period of one-hundred and
eighty  (180) consecutive days; provided, however, that
notwithstanding anything to the contrary herein and despite any termination of
Executive’s employment under this Section 6, Executive
shall be entitled in the event of a termination on account of Disability: (i) to
retain his disability benefits, which amounts shall not be offset by any
disability benefits received by Executive from any other source, (ii) to receive
his Base Salary until such time as he has commenced receiving disability
payments under the Company's policies, (iii) to receive a prorated portion of
the Bonus to which Executive would otherwise have been entitled for the calendar
year through the date of termination (as determined by the Board), and
(iv) accrued but unused vacation.  In addition, notwithstanding
anything to the contrary herein and despite any termination of Executive’s
employment under this Section 6, Executive
shall be entitled in the event of a termination on account of his death: (i) to
receive a prorated portion of the Bonus to which Executive would otherwise have
been entitled for the calendar year through the date of termination (as
determined by the Board), and (ii) accrued but unused
vacation.  Nothing to the contrary provided herein or elsewhere, all
Options granted to the Executive shall vest immediately upon his death or
termination due to Disability and Executive, or his legal representative, as the
case may be, shall have a period of six (6) months following the termination of
his employment pursuant to this Section 6.1 to
exercise any vested Options.

     

    6.2           Cause,
Without Cause Termination by the Executive; Mutual
Termination.  Notwithstanding the provisions of Section 2 of this
Agreement, the Executive’s employment hereunder may terminate prior to the
expiration of the Initial Term, or any Extension Period thereafter, under the
following circumstances:

     

    (a)          Termination
by the Company for Cause.  The Board by unanimous vote may
terminate this Agreement for Cause at any time, upon written notice to the
Executive setting forth in reasonable detail the nature of such
Cause.  For purposes of this Agreement, “Cause” is defined as
(i) the Executive’s material breach of Section 3 of this
Agreement; (ii) the Executive’s conviction (after the exhaustion of all
available appeals) of any felony or any crime involving moral turpitude; or
(iii) the Executive’s material breach of Section 7 of this
Agreement; (iv) gross negligence or willful misconduct by the Executive in
connection with the performance of his material duties hereunder, or (v) his
refusal to perform such material duties reasonably requested in the ordinary
course by the Board; provided, however, that the Company shall give Executive
thirty (30) days’ after receipt by the Executive of written notice of “Cause”
for his termination to cure prior to any termination for Cause based on the
grounds specified herein, except in item (ii) above.  Upon the
termination for Cause of Executive’s employment, the Company shall have no
further obligation or liability to the Executive other than for Base Salary
accrued but unpaid under this Agreement prior to the date of termination, and
reimbursement for corporate expenses incurred through the date of termination.
Executive’s vested but unexercised Options shall expire immediately upon his
termination for Cause pursuant to this Section
6.2(a).

     

    
      
        
        

      

      
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    (b)          Termination
by the Executive.  The Executive may terminate his employment
hereunder for any reason or no reason upon one (1) month’s written notice to the
Company (the “Notice
Period”).  In the event Executive provides notice of
termination pursuant to this Section 6.2(b), the
Company may elect to terminate Executive at any time during the Notice Period
without such termination being deemed a termination by the Company under this
Agreement; provided that the Company shall nevertheless pay the Executive for
any remaining portion of the Notice Period an amount equal to the Base Salary
and benefits at the rate of compensation the Executive was receiving immediately
before the Notice Period.    The Executive may also
terminate his employment hereunder for “Good Reason,” within
sixty (60) days after the occurrence of a material breach of this Agreement by
the Company. The Executive shall give the Company thirty (30) days’ written
notice and opportunity to cure prior to any termination for Good Reason based on
the grounds specified above.  Upon Executive’s termination of his
employment for Good Cause, the Executive shall be entitled to, at a minimum, (i)
to receive his Base Salary, housing allowance and reimbursement for medical and
dental premiums, under the same conditions as exist at the time of termination,
for a severance period until the end of the Initial Term or the then current
Extension Period; (ii) to receive reimbursement for corporate expenses incurred
through the date of termination, (iii) have any unvested Options granted to the
Executive to immediately vest, (iv) in the event the board had approved a Bonus,
to receive such amount would be paid in the case of a termination without cause
and (v) to receive any accrued but unused vacation.  The
Company's obligations under this Section 6.2(b) are
not subject to any right of setoff and impose no duty to mitigate on
Executive.  As a condition of receiving severance benefits pursuant to
this Section
6.2(b), the Executive shall execute and deliver to the Company prior to
his receipt of such benefits a general release in substantially the form set
forth in Annex A
hereto.  The obligations of the Company under this Section 6.2(b) are
subject to Executive's compliance with Section 7
hereof.

     

    (c)          Mutual
Termination.  The Executive and the Company may mutually agree
to terminate his employment hereunder at any time (“Mutual
Termination”).  Upon a Mutual Termination of Executive’s
employment, unless the Executive and the Company otherwise agree, the Executive
shall be entitled to, at a minimum, (i)  to receive his Base
Salary,  housing allowance and reimbursement for medical and dental
premiums, under the same conditions as exist at the time of termination, for a
severance period until the end of the Initial Term or the then current Extension
Period; (ii) to receive reimbursement for corporate expenses incurred through
the date of termination, (iii) have any unvested Options granted to the
Executive to immediately vest, (iv) in the event the board had approved a Bonus,
to receive such amount would be paid in the case of a termination without cause
and (v) to receive any accrued but unused vacation.  The
Company's obligations under this Section 6.2(c) are
not subject to any right of setoff and impose no duty to mitigate on
Executive.  As a condition of receiving severance benefits pursuant to
this Section
6.2(c), the Executive shall execute and deliver to the Company prior to
his receipt of such benefits a general release in substantially the form set
forth in Annex A
hereto.  The obligations of the Company under this Section 6.2(c) are
subject to Executive's compliance with Section 7
hereof.

     

    
      
        
        

      

      
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    7.            
Confidentiality,
Disclosure of Information.  (a)  The Executive
recognizes and acknowledges that the Executive has had and will have access to
Confidential Information (as defined below) relating to the business or
interests of the Company or of persons with whom the Company may have business
relationships.  Except as permitted herein, the Executive will not
during the Term, or at any time thereafter, use, disclose or permit to be known
by any other person or entity, any Confidential Information of the Company
(except as required by applicable law or as Executive deems necessary in
connection with the performance of the Executive’s duties and responsibilities
hereunder).  The term “Confidential
Information” means information relating to the Company’s business
affairs, proprietary technology, trade secrets, patented processes, research and
development data, know-how, market studies and forecasts, competitive analyses,
pricing policies, employee lists, employment agreements (other than this
Agreement), personnel policies, the substance of agreements with customers,
suppliers and others, marketing arrangements, customer lists, commercial
arrangements, or any
other information relating to the Company’s business that is not generally known
to the public or to actual or potential competitors of the Company (other than
through a breach of this Agreement).  This obligation shall continue
until such Confidential Information becomes publicly available, other than
pursuant to a breach of this Section 7 by the
Executive, regardless of whether the Executive continues to be employed by the
Company.

     

    (b) It is
further agreed and understood by and between the parties to this Agreement that
all “Company
Materials,” which include, but are not limited to, computers, computer
software, computer disks, tapes, printouts, source, HTML and other code,
flowcharts, schematics, designs, graphics, drawings, photographs, charts,
graphs, notebooks, customer lists, sound recordings, other tangible or
intangible manifestation of content, and all other documents whether printed,
typewritten, handwritten, electronic, or stored on computer disks, tapes, hard
drives, or any other tangible medium, as well as samples, prototypes, models,
products and the like, shall be the exclusive property of the Company and, upon
termination of Executive’s employment with the Company, and/or upon the request
of the Company, all Company Materials, including copies thereof, as well as all
other Company property then in the Executive’s possession or control, shall be
returned to and left with the Company.

     

    8.         
   Successors;
Binding Agreement.  This Agreement and all rights of the
Executive hereunder shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If the
Executive should die, all amounts due following the Executive’s death, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive’s devisee, legatee, or other designee or, if there is
no such designee, to the Executive’s estate.

     

    
      
        
        

      

      
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    9.          
  Notice.  For
the purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or (unless otherwise specified) mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:

     

    If to the
Executive:

    


    Christopher
Wood

    53 Seabee
Lane

    Discovery
Bay

    Hong
Kong

    


    PERSONAL
AND CONFIDENTIAL

    


     

    If to the
Company:

    WLG,
Inc.

    920 East
Algonquin Road, Suite 120

    Schaumburg,
IL 60173 USA


     

    Attn:  Corporate
Secretary

     

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

     

    10.           Miscellaneous.  No
provisions of this Agreement may be amended, modified, waived or discharged
unless such amendment, waiver, modification or discharge is expressly agreed to
in writing signed by the Executive and such officer of the Company as may be
specifically designated by the Board.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.  This Agreement shall be binding on all
successors to the Company.

     

    11.           Severability.  The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and affect.

     

    12.           Governing
Law.   This Agreement shall be governed by and construed
exclusively and irrevocably in accordance with the internal laws of the State of
New York without regard to the conflicts of laws principles thereof. The parties
hereto hereby irrevocably agree that any suit or proceeding arising directly
and/or indirectly pursuant to or under this Agreement, shall be brought solely
in a federal or state court located in the City, County and State of New York.
By its execution hereof, the parties hereby covenant and irrevocably submit to
the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agree that any process in any such action may be served
upon any of them personally, or by certified mail or registered mail upon them
or their agent, return receipt requested, with the same full force and effect as
if personally served upon them in New York City. The parties hereto expressly
and irrevocably waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with
respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
its reasonable counsel fees and disbursements.

     

    
      
        
        

      

      
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    13.           Counterparts.  This
Agreement may be executed in two counterparts, each of which shall be deemed to
be an original but both of which together will constitute one and the same
instrument.

     

    14.           Survivorship.  The
respective rights and obligations of the parties to this Agreement shall survive
the termination of this Agreement or the Executive’s employment hereunder for
any reason to the extent necessary to the intended preservation of such rights
and obligations.

     

    15.           Representation.  The
Company represents and warrants that it is fully authorized and empowered to
enter into this Agreement and that the performance of its obligations hereunder
shall not violate any agreement between the Company and any other person, firm
or organization.

     

    16.           Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.

     

    17.           Headings.  The
parties acknowledge that the headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.

     

    18.           Advice of
Counsel.  The Executive and the Company hereby acknowledge that
each party has had adequate opportunity to review this Agreement, to obtain the
advice of counsel with respect to this Agreement, and to reflect upon and
consider the terms and conditions of this Agreement.  The parties
further acknowledge that each party fully understands the terms of this
Agreement and has voluntarily executed this Agreement.

     

    [Signatures appear on following
page]

     

    
      
        
        

      

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

     

     

    
      
        	EXECUTIVE	 	WLG Inc
	 	 	 
	 	 	 
	/s/ Christopher Wood	 	By:  	
                /s/
      David L. Koontz

              
	Christopher
    Wood	 	 	Title:	Chief Financial
      Officer
	Dated:	February 5	,
      2009	 	Dated: 	
                February 5

              	 ,
      2009


      

    

     

     

     

     

     

    
 

    SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT

    OF
Christopher Wood

     

    
      
        
        

      

      
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      Exhibit
A

      


      Indemnification
and Hold Harmless.

      


      This Exhibit A to the Employment
Agreement dated as of January 1, 2009 by and between the WLG, Inc. and
Christopher Wood (the “Agreement”) is
expressly and irrevocably incorporated into the
Agreement.  Capitalized terms used in this Exhibit A and not otherwise
defined shall have the meanings ascribed to them in the Agreement.

      


      (a)           General.  Executive
will be entitled to all of the rights of indemnification granted by the Company
to its officers and directors during the Term of the Agreement (including all
indemnification rights and privileges pursuant to the Company’s Certificate of
Incorporation, By-Laws and any professional liability insurance policy obtained
and maintained by the Company during the Term of the Agreement) to the fullest
extent permitted by law.

      


      (b)           Indemnification
Rights.  It is the intent of this Exhibit A to secure for Executive
indemnification rights that are as favorable as may be permitted by applicable
law and public policy.  Without limiting the provisions of subsection
(a) hereof, the Company shall indemnify and fully defend, save and hold
Executive harmless from any damage, liability, penalty, interest, costs of
investigation, experts, reports, loss, cost or expense (including all reasonable
attorneys’ fees and expenses of counsel as and when incurred) (collectively, the
“Losses”)
arising out of or resulting from:

      


      (i)           any
untruth or inaccuracy in any representation or warranty of the Company, or the
breach of any representation or warranty of the Company, contained in this
Agreement; or

      


      (ii)          any
failure of the Company to perform or observe any term, provision, covenant or
obligation contained in this Agreement; or

      


      (iii)         any
action or proceeding commenced against Executive based upon or arising out of
the performance of Executive’s services under this Agreement, or services
otherwise provided to the Company and/or its affiliates.

      


      (c)           Costs
and Expenses.  All costs and expenses incurred by Executive in defense
of any litigation, including attorneys’ fees and expenses, shall be paid from
time to time by the Company in advance of the final disposition of such
litigation promptly upon receipt by the Company of (i) a written request from
Executive for payment given from time to time, (ii) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for which
payment is being sought, and (iii) if required under applicable law an
undertaking made by or on behalf of Executive to repay the amounts so paid if it
shall ultimately be determined that Executive is not entitled to be indemnified
by the Company under this Agreement.

       

      
        
          
          

        

        
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      (d)           Procedures.  If,
with respect to a third party, an event occurs or is alleged to have occurred
and Executive asserts that the Company has become obligated to provide
indemnification to him under this Exhibit A (an “Indemnity Claim”),
Executive (the “Indemnitee”) shall
give written notice to the Company (the “Indemnitor”).  The
failure to so notify Indemnitor shall not, however, release Indemnitor from any
obligation or liability it may have to Indemnitee under this Exhibit A except to
the extent such failure materially prejudices Indemnitor.  Indemnitor
agrees to defend, contest or otherwise protect Indemnitee against any Indemnity
Claim at Indemnitor’s sole cost and expense.  Indemnitee shall have
the right, but not the obligation, to participate at the Company’s expense in
the defense thereof by counsel of  Indemnitee's choice and shall in
any event cooperate with and assist Indemnitor to the extent reasonably
possible.  If Indemnitor fails to timely defend, contest or otherwise
protect against such Indemnity Claim, Indemnitee shall have the right to do so,
with counsel of his choice, including, without limitation, the right to make any
compromise or settlement thereof, and the Indemnitee shall be entitled to
recover the entire cost thereof from Indemnitor, including, without limitation,
attorneys' fees, disbursements and all amounts paid as the result of such
Indemnity Claim. Indemnitor shall be bound by any determination made as to such
Indemnity Claim or any compromise or settlement effected by the
Indemnitee.  If Indemnitor assumes the defense of any Indemnity Claim,
(a) such will conclusively establish, for purposes of this Agreement, that the
claims made in that Indemnity Claim  are within the scope of and
subject to indemnification hereunder, (b) no compromise or settlement of such
claims may be effected by Indemnitor without Indemnitee's written consent unless
(i) there is no finding or admission of any violation of federal, state, local,
municipal, foreign, international, multinational or other administrative order,
law, ordinance, principal of common law, regulation, statute or treaty or any
violation of the rights of any person and no effect on any other claims that may
be made against Indemnitee and (ii) the sole relief provided is monetary damages
that are paid in full by Indemnitor; and (c) Indemnitee will have no liability
with respect to any compromise or settlement of such claims effected without his
written consent.  Notwithstanding anything to the contrary contained
in this Exhibit A, if Indemnitee settles or compromises any Indemnity Claim
without Indemnitor’s prior written consent, Indemnitor shall have no obligation
for indemnification under this Exhibit A.

      


      (e)         
  Non-Exclusion Remedy.  The provisions of this Exhibit A
shall not be an exclusive remedy for the Executive.

      


      (f)      
     Insurance.  The Company shall procure
and maintain a directors and officers’ liability insurance policy covering
Executive in amounts and on terms approved by Executive. Such insurance coverage
shall continue as to Executive even if he has ceased to be a director, officer,
employee or agent of the Company with respect to acts or omissions which
occurred prior to his cessation of employment with the Company until the
expiration of all applicable statutes of limitations.  Notwithstanding
the foregoing, however, if the Company ceases to maintain a directors’ and
officers’ liability insurance policy covering Executive by reason of a Change of
Control, then Executive shall be entitled to coverage under any run-off policy
that would extend the period during which the Company or Executive may give the
insurers notice of a claim under the termination provisions of the prior
directors’ and officers’ liability insurance policy.  The Company
shall use its best efforts to obtain such run-off policy to include an extension
of the claims reporting period through any applicable statutes of
limitations.  The insurance contemplated under this paragraph (f)
shall inure to the benefit of Executive’s heirs, executors, personal
representatives and administrators.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      


      Annex A -- Form of Release

      


      Employee hereby expressly waives, releases, acquits and
forever discharges the Company and its divisions, subsidiaries, affiliates,
parents, related entities, partners, officers, directors, shareholders,
investors, executives, managers, employees, agents, attorneys, representatives,
successors and assigns (hereinafter collectively referred to as “Releasees”),
from any and all claims, demands, and causes of action which Employee has or
claims to have, whether known or unknown, of whatever nature, which exist or may
exist on Employee’s behalf from the beginning of time up to and including the
date of this Agreement.  As used in this paragraph, “claims,”
“demands,” and “causes of action” include, but are not limited to, claims based
on contract, whether express or implied, fraud, stock fraud, defamation,
wrongful termination, estoppel, equity, tort, retaliation, intellectual
property, personal injury, spoliation of evidence, emotional distress, public
policy, wage and hour law, statute or common law, claims for severance pay,
claims related to stock options and/or fringe benefits, claims for attorneys’
fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary
damages, liquidated damages, and any and all claims arising under any federal,
state, or local statute, law, or ordinance prohibiting discrimination on account
of race, color, sex, age, religion, sexual orientation, disability or national
origin, including but not limited to, the Age Discrimination in Employment Act,
Title VII of the Civil Rights Act of 1964 as amended, the Americans with
Disabilities Act, the Family and Medical Leave Act or the Employee Retirement
Income Security Act.