EX-10.111






Exhibit 10.111



EMPLOYMENT AGREEMENT




This Employment Agreement (this “Agreement”) is made as of December      , 2005 (the “Effective
Date”), by and between MARK FINKEL (“Executive”) and HALO TECHNOLOGY HOLDINGS, INC., a Nevada
corporation with a place of business at 200 Railroad Avenue, Greenwich, Connecticut 06830 (the
“Company”).



WHEREAS, Executive has certain experience, expertise and skills that qualify him to provide
the services required by the Company;



WHEREAS, the Company desires to retain the services of Executive, and Executive desires to be
employed by the Company;



WHEREAS, Executive and the Company deem it in their respective interests to enter into an
agreement providing for the employment of Executive as the Company’s Chief Financial Officer,
subject to the terms and conditions hereinafter set forth; and



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



1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company
offers, and Executive hereby accepts, employment, effective as of the Effective Date.



2. Term. Subject to earlier termination as provided in Section 5 hereof, this Agreement shall
commence on the Effective Date and end on December 31, 2006 (the “Initial Term”). The Initial Term
and any Renewal Term (as defined herein) shall automatically be renewed and extended on the same
terms and conditions contained herein for consecutive one-year periods (the “Renewal Term”), unless
not later than one hundred and twenty (120) days prior to the end of the Initial Term or any
Renewal Term, as the case may be, either party shall give written notice to the other party of its
election to terminate this Agreement. The Initial Term and the Renewal Terms are hereinafter
referred to as the “Term.”



3. Capacity and Performance.



3.1 Position. During the Term hereof, Executive shall serve the Company as its Chief Financial
Officer and/or in any other commensurate senior officer position with the Company that may be
assigned to him by Company’s Chief Executive Officer (“CEO”) and/or Board of Directors (the
“Board”), provided that if Executive is assigned one or more positions in addition to his primary
position as Chief Financial Officer, that such additional position(s) do not materially increase
the Executive’s duties and responsibilities above his primary duties and responsibilities as Chief
Financial Officer without Executive’s consent (which shall not be unreasonably withheld or
delayed). Executive shall also serve in any other senior officer position that may be assigned to
him by the CEO or the Board with any of the Company’s subsidiaries or affiliates (collectively, all
the Company’s subsidiaries and affiliates are referred to as the “Related Companies”) provided that
such additional positions do not materially increase the Executive’s duties and responsibilities
above his primary duties and responsibilities as Chief Financial Officer without Executive’s
consent (which shall not be unreasonably withheld or delayed).



3.2 Reporting and Location. Executive shall report to the CEO and the Board at all times
during the Term and shall perform his duties and responsibilities hereunder at the Company’s
principal executive offices . Executive shall also travel from time to time as otherwise reasonably
requested by the CEO or the Board and/or as required pursuant to his duties hereunder



3.3 Responsibilities. Executive shall comply with and perform, faithfully, diligently and to
the best of his ability, such directions and duties in relation to the Company’s business and
affairs as the CEO or the Board may from time to time vest in or request of him. Such duties and
responsibilities shall include, but not limited to, responsibility for the Company’s financial
operations and such other duties and responsibilities as set forth on Schedule A hereto.



3.4 Commitments. Executive shall devote substantially all of his business time, attention and
energies, except while on vacation or other Company-authorized leave taken by Executive, to the
Company’s business and shall not engage in any other business activity (without the Board’s written
approval), whether or not for profit or other pecuniary advantage, that materially conflicts with
the performance of his duties hereunder. For the avoidance of doubt, the Executive’s current
positions with the companies described on Schedule B attached hereto are not considered to
materially conflict with the Executive’s performance of his duties hereunder. Executive’s holding
a position with, or service on the board of directors of, any other public company shall be
conditioned on the prior approval of the Board. Executive’s continuing service on any board of
directors other than that of the Company shall be conditioned on such service not substantially
interfering with Executive’s responsibilities hereunder or violating his obligations pursuant to
the Non-Competition Agreement (as defined in Section 9).



3.5 Six Month Review. Within thirty (30) days after the end of the current fiscal year (which
ends June 30, 2006), the Company and the Executive shall review Executive’s position and salary,
and discuss any changes in title, position and/or responsibilities, and commensurate changes in
compensation, if any.



4. Compensation and Benefits. As compensation for Executive’s performance of his duties and
obligations hereunder to the Company and subject to the provisions of Sections 5 hereof, during the
term hereof Executive shall receive the following:



4.1 Base Salary. Executive will receive his base salary paid at a rate of $250,000 per year,
payable at 1/12th that amount monthly, subject to any upward modification resulting from
his performance review as approved by the CEO, the Board or any Compensation Committee of the Board
(the Board or such Compensation Committee, as applicable, is referred to herein as the
“Compensation Committee”), which review shall be performed at least annually during the Term (the
“Base Salary”). The Base Salary shall be payable in accordance with the customary payroll practices
of the Company as may be established or modified from time to time. Executive’s Base Salary
hereunder may be paid by the Company through a subsidiary of the Company. Any such arrangement
shall not affect the Company’s ultimate obligation to pay to Executive the Base Salary required
hereunder or to honor any other obligation set forth herein.



4.2 Annual Performance Bonus. During the Term hereof, Executive will be eligible to earn an
annual performance bonus in accordance with the following:



(a) (1) Subject to Section 4.2(b), for each of the fiscal quarters ending March 31, 2006 and
quarterly thereafter, the Compensation Committee, in its sole discretion after receiving
recommendations from management of the Company, will determine Executive’s specified financial and



business objectives (the “Objectives”), and will determine, in its sole discretion, whether
Executive has met those Objectives. If Executive meets those Objectives the Company shall pay to
Executive a bonus equal to 25% of Executive annual Base Salary for each such quarter that the
Executive has achieved the Objectives. Subject to Section 4.2(b), if in the determination of the
Compensation Committee, Executive


achieves less than 100% of the Objectives for the applicable fiscal quarter. Executive will receive
no bonus unless a bonus is otherwise approved by the Compensation Committee in its sole discretion.
The bonus structure may be changed from time to time, consistent with that applicable to the
Company’s CEO.



(2) Subject to Section 4.2(b), for each of the fiscal quarters during the Term ending March
31, 2006 and quarterly thereafter, the Compensation Committee, in its sole discretion after
receiving recommendations from management of the Company, will determine Executive’s cash and
equity compensation bonus participation in the Halo Fiscal 2006 Senior Management Incentive Plan.



(b) The provisions of Section 4.2(a) are subject to the Company’s bonus policy as may be
modified from time to time, and bonuses will be paid, if at all, at the same time and in the same
manner as bonuses for the comparable period are paid to the Company’s other senior executive
officers. All bonus payment shall be payable in accordance with the Company’s customary bonus
practices as established or modified from time to time. In addition, each bonus that may be earned,
if at all, pursuant to Sections 4.2(a) shall be subject in all cases, except as may be otherwise
provided in Section 5, to Executive’s continued employment with the Company through June 30th of
the respective fiscal year for which Executive is eligible to earn a bonus.



4.3 Benefits. During the Term hereof and subject to any contribution therefore generally
required by the Company of executives of the Company in similar positions as Executive, Executive
shall be eligible to participate in all employee benefits plans and policies as from time to time
adopted by the



Company in effect for executives of the Company in similar positions. Eligibility for such
participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally
applicable Company policies, and (iii) the discretion of the Company and/or the Compensation
Committee or any other


committee of the Board provided for in or contemplated by such plan. The Company may alter, modify,
add to, or delete its employee benefits plans and/or policies at any time as the Company and/or the
Compensation Committee (and/or any other Board committee), in its/their sole judgment, determine to
be appropriate.



4.4 Business Expenses. The Company shall pay or reimburse Executive for all reasonable
business expenses incurred or paid by Executive in the performance of his duties and
responsibilities hereunder, subject to (i) any expense policy set by the Company as may be modified
from time to time, and (ii) such reasonable substantiation and documentation requirements as may be
specified by the Company from time to time.



4.5 Equity. As of even date herewith, the Company has granted Executive the options (the “2005
Options”) pursuant to that certain Stock Option Agreement dated as of even date herewith between
the Company and Executive (“2005 Option Agreement”). From time to time the Compensation Committee,
in its sole discretion, may grant Executive other options to acquire Common Stock, or other equity
rights or compensation.



4.6 Office and Assistance. The Company shall provide Executive with suitable office space and
the services of an assistant. The Company will provide (or reimburse) Executive for subscription
and research publications and services to aid in the provision of Executive’s services hereunder.



5. Termination of Employment. Notwithstanding the provisions of Section 2 hereof, Executive’s
employment and this Agreement shall terminate prior to the expiration of the Term under the
following circumstances.



5.1 Death or Disability.



(a) In the event of Executive’s death or Disability (as defined below) during the Term hereof,
Executive’s employment and this agreement shall immediately and automatically terminate and the
Company shall pay to Executive (or in the case of death, Executive’s designated beneficiary or, if
no beneficiary has been designated by Executive, his estate), any Base Salary, any bonus pursuant
to Section 4.2 and vacation, each to the extent earned but unpaid through the date of death or
Disability. To the extent Executive qualifies for either short term disability and/or long term
disability insurance in accordance with the terms and conditions of the Company’s plans, the
Company may offset any such insurance payments against any Base Salary paid to Executive (including
any such payment made pursuant to this section 5.1).



(b) As used herein, the term “Disability” shall mean that the Executive has become disabled by
suffering physical or mental illness, injury, or infirmity that prevents Executive from performing,
with or without reasonable accommodation, Executive’s essential job functions for any one hundred
fifty



(150) days in any one hundred eighty (180)-day period, the Board determines in good faith that such
illness or other disability is likely to continue for at least the next following thirty (30) days,
and the Board notifies Executive of such determination.



5.2 By the Company for Cause.



(a) Upon approval of a majority of the Board, the Board may terminate Executive’s employment
and this Agreement for Cause (as defined below) at any time during the Term hereof. The Board
and/or Company shall thereafter have no further obligation or liability to Executive relating to
Executive’s employment or this agreement, other than Base Salary, any bonus pursuant to Section 4.2
and vacation, each to the extent earned but unpaid through the date of termination.



(b) Any one or more of the following events or conditions shall constitute “Cause” for
termination: (i) the substantial, continuing and knowing failure of Executive to render services to
the Company or any Related Company in accordance with the terms or requirements of his employment;
(ii)



gross negligence, willful misconduct, or breach of fiduciary duty to the Company or any Related
Company, or disloyalty or dishonesty (which disloyalty or dishonesty results in direct or indirect
material loss, damage or injury to the Company or any Related Company); (iii) the commission of an
act of embezzlement or fraud; (iv) deliberate disregard of the rules or policies of the Company or
any Related Company that results in direct or indirect material loss, damage or injury to the
Company or any Related Company; (v) the unauthorized disclosure of any trade secret or confidential
information of the Company or any Related Company which results in direct or indirect material
loss, damage or injury to the Company or any Related Company; (vi) the commission of an act which
knowingly or intentionally constitutes unfair competition with the Company or any Related Company
or which knowingly or intentionally induces any customer or supplier to breach a contract with the
Company or any Related Company; or (vii) material breach of this Agreement or breach of the
Non-competition Agreement or the Confidential Information Agreement (as defined in Section 9).
Notwithstanding the foregoing, Cause shall not occur pursuant to provision 5.2(b)(i) above or
pursuant to provision 5.2(b)(vii) above (but in the case of provision 5.2(b)(vii), only with
respect to material breaches of this Agreement and not the other referenced agreements), unless
Executive fails, within 30 days after receipt of written notice from the Company specifying the
event or condition giving rise to Cause, to cure such event or condition, if capable of cure,
provided, however, that if such event or condition is not capable of cure without a material
undertaking by the Company, said notice shall not be required and the termination hereof shall not
be delayed by any such thirty (30) day period. Notwithstanding the foregoing, Cause shall not
occur pursuant to provision 5.2(b)(ii) with respect to gross negligence, willful misconduct or
breach of fiduciary duty, due to unintentional acts or omissions, unless Executive fails, within 30
days after receipt of written notice from the Company specifying the event or condition giving rise
to Cause, to cure such event or condition, if capable of cure, provided, however, that if such
event or condition is not capable of cure without a material undertaking by the Company, said
notice shall not be required and the termination hereof shall not be delayed by any such thirty
(30) day period.



5.3 By the Company other than for Cause. The Company may terminate Executive’s employment and
this Agreement other than for Cause effective at any time upon one hundred and twenty (120) days
prior written notice to Executive. Any determination by the Company not to renew this Agreement
prior to the end of the Initial Term or any Renewal Term, as the case may be, shall be treated as a
termination by the Company pursuant to this Section 5.3.



5.4 By Executive for Good Reason. Executive may terminate his employment and this Agreement at
any time during the Term hereof if Executive has Good Reason (as defined below) for termination.
For purposes hereof, Executive shall have “Good Reason” for termination if Executive has given
written notice to the Company within sixty (60) days following the date on which he learns of the
occurrence, without his prior written consent, of any of the following events during the Term,
which notice specifies the nature of such event, and the Company fails to cure such event to
Executive’s reasonable satisfaction within thirty (30) days following receipt of such notice from
Executive:



(a) the failure of the Company to continue Executive in the position of Chief Financial
Officer of the Company, except where such failure is for Cause or due to Executive’s Disability or
death.



(b) A material diminution in the nature or scope of Executive’s responsibilities, duties or
authority; provided, however, that the assignment to others of the duties or responsibilities of
Executive while Executive is out of work due to a Disability, leave of absence or vacation, shall
not constitute such diminution;



(c) Any reduction in Executive’s Base Salary, or any failure to pay Executive’s Base Salary or
bonus (if any) when due;



(d) A breach by the Company of any of its material obligations to Executive under this
Agreement, including, without limitation, breach of the consent requirements under Section 3.1; or



(e) moving the Company’s principal executive offices to a location other than within the
following: Fairfield County, Connecticut; Westchester County, New York; New York City; or Northern
New Jersey.



5.5 By Executive for other than Good Reason. Executive may, upon at least one hundred and
twenty (120) days written notice, terminate this Agreement and his employment with the Company for
any reason other than death, Disability or Good Reason. During such 120-day period, Executive will
be available on a full-time basis for the benefit of the Company. The Company, at its own option,
may accelerate Executive’s departure date. If Executive terminates his employment under this
Section 5.5, the Company shall have no further obligation to provide compensation or benefits to
Executive after his actual departure date, other than for any Base Salary, any bonus pursuant to
Section 4.2 and any vacation, each to the extent earned but unpaid through his actual departure
date. Any determination by the Executive not to renew this Agreement prior to the end of the
Initial Term or any Renewal Term, as the case may be, shall be treated as a termination by the
Executive pursuant to this Section 5.5.



5.6 Severance Payments.



(a) In the event that the Company terminates Executive’s employment and this Agreement other
than for Cause pursuant to Section 5.3, or the Executive terminates his employment with the Company
and this Agreement for Good Reason, Executive will be eligible, subject to Section 5.6(b) hereof,
for the following



(i) any Base Salary, any bonus pursuant to Section 4.2 and any vacation, each to the extent
earned but unpaid through actual termination date;




(ii) A continuation of Executive’s Base Salary for a period equal to twelve months. Salary
continuation shall be payable at Executive’s Base Salary rate as of his termination date and
in accordance with the Company’s normal payroll practices as modified from time to time; and




(iii) if Executive elects to continue medical insurance coverage after his termination date
and in accordance with the provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), payment of the portion of Executive’s monthly
premium payments customarily paid by the Company for employees, until (x) the conclusion of
the one-year period after the termination of his employment, (y) Executive no longer is
eligible for COBRA coverage, or (z) Executive accepts other employment through which he is
eligible for medical insurance coverage that is comparable to such COBRA coverage, whichever
occurs first. Thereafter, Executive will be responsible for any and all payments for the
elected period of continued health insurance coverage under COBRA.




If the termination is by Executive for Good Reason pursuant to Section 5.4(c) hereof, any
reference to Base Salary above in Section 5.6(a)(ii) shall refer to Base Salary in effect
immediately prior to the reduction by the Company giving rise to the right to
terminate pursuant to Section 5.4(c)



(b) The Company’s obligation to provide any severance payments and COBRA premium payments
pursuant to Section 5.6(a)(ii) and/or 5.6(a)(iii)hereof shall be subject to and conditioned upon
Executive’s execution of a separation agreement (the “Separation Agreement”) reasonably
satisfactory to



Executive and the Company, which shall include a non-disparagement clause and a comprehensive
release of claims that, if required by applicable law, provides for a 7-day revocation period (the
“Revocation Period”). Notwithstanding anything in this Section 5.6, if any payments under Section
5.6(a) would otherwise be due on a date prior to the expiration of the Revocation Period, such
payment shall instead be paid on the first business day immediately following the expiration of the
Revocation Period (provided that no revocation right has been exercised by Executive).
Notwithstanding any provision herein to the contrary, any payments under Section 5.6(a) shall be
conditioned on Executive’s fulfilling his obligations under the Non-Competition Agreement and the
Confidentiality Agreement, and no such payments shall be due to Executive in the event of any
breach of either or both of said agreements or other terms hereof which survive the termination
hereof.



5.7 Resignation of Officer/Director Positions. In the event Executive’s employment with
Company terminates for any reason, he shall submit his written resignation, effective as of his
termination date, from all (i) officer and director positions with the Company, (ii) officer and
director (or



equivalent) positions with any of the Related Companies and (iii) officer and director (or
equivalent) positions with any entity with respect to which the Company is an investor or lender,
and all duties associated with such positions (if Executive undertook such positions described in
this clause (iii) at the request of the Company).



6. Effect of Termination. The provisions of this Section 6 shall apply in the event of
termination of this Agreement and/or Executive’s employment pursuant to Sections 2 or 5.



6.1 Payment in Full. Payment by the Company to Executive of any Base Salary and other
compensation amounts as provided and referenced herein shall constitute the entire obligation of
the Company to Executive, except that nothing in this Section 6.1 is intended or shall be construed
to affect the rights and obligations of the Company, on the one hand, and Executive, on the other,
with respect to any loans, stocks, warrants, stock pledge arrangements, option plans, option
agreements or other agreements to the extent said rights or obligations survive Executive’s
termination of employment under the provisions of documents relating hereto.



6.2 Termination of Benefits. Except for any right of continuation of benefits coverage to the
extent provided by COBRA or other applicable law or as otherwise described herein, benefits shall
terminate pursuant to the terms of the applicable benefit plans as of the termination date of
Executive’s



employment without regard to any severance, consulting or other payments to Executive following
such termination date.



6.3 No Mitigation or Offset. In the event of any termination of Executive’s employment with
the Company, Executive shall be under no obligation to seek other employment or otherwise mitigate
the obligations of the Company under this Agreement, and there shall be no offset against amounts
due the Executive under this Agreement on account or any remuneration or other benefit earned or
received by the Executive after such termination.



7. Survival of Certain Provisions. The obligations of Executive under the Non-competition
Agreement and the Confidentiality Agreement expressly survive any termination of Executive’s
employment regardless of the manner of such termination, or termination of this Agreement.
Moreover, the rights and obligations contained herein shall survive the termination of Executive’s
employment for any reason if so provided herein or if necessary or desirable to fully accomplish
the purpose of such provision.



8. Withholding Taxes. All payments made by the Company under this Agreement shall be subject
to and reduced by any federal, state and/or local taxes or other amounts required to be withheld by
the Company under any applicable law, and the Company may withhold from any amounts payable to
Executive (including any amounts payable to Executive pursuant to this Agreement) in order to
comply with such withholding obligations.



9. Other Agreements; Non-competition Agreement; Confidential Information Agreement; Insurance
and Indemnity.



9.1 Executive confirms to the Company that entering into this Agreement and his performance of
the position and duties described herein do not and will not breach any agreement entered into by
Executive prior to employment with the Company. Executive has provided, or prior to the Effective
Date will provide, the Company with a copy of any such agreements.



9.2 Executive acknowledges that he will be required to sign the Non-competition Agreement in
the form executed by the Company’s other senior executive officers (the “Non-competition
Agreement”) and the Confidential Information Agreement in the form executed by the Company’s other
senior executive officers (the “Confidential Information Agreement”) concurrently with the
Company’s execution of this Agreement and as a condition of his employment or continued employment
with the Company. If Executive breaches his obligations under this Agreement, the Non-competition
Agreement, the Confidential Information Agreement or the Separation Agreement signed under Section
5.6(b), Executive acknowledges that the Company may pursue any remedies at law or in equity
available to the Company, including the right to seek specific performance or an injunction as set
forth in Section 10.8.



9.3 The Company shall maintain a directors and officers insurance policy with Executive
covered under such policy to the same extent other senior executives and board members are covered
and Executive shall be entitled to indemnification to the fullest extent permitted by applicable
law subject to the terms and provisions of the Company’s by-laws and certificate of incorporation
(and any indemnity agreement between the Company and Executive) as they relate to indemnification
of directors and officers (in each case, covering actions taken or omitted to be taken by Executive
during the time period during which the Executive is, or was, an executive officer or director of
the Company).



10. Miscellaneous



10.1 Assignment. Executive shall not assign this Agreement or any interest herein. The Company
may assign this Agreement. No such assignment shall be deemed a “termination” of Executive’s
employment within the meaning of Section 5. This Agreement shall inure to the benefit of and be
binding upon the Company’s successors and assigns.



10.2 Severability/ Reformation. In the event that any nonmaterial provision of this Agreement
is determined to be legally invalid, the affected provision shall be stricken from the Agreement
and the remaining terms of the Agreement shall be enforced so as to give effect to the intention of
the parties to the maximum extent practicable, and this Agreement shall be construed and reformed
to the maximum extent permitted by law.



10.3 Waiver; Amendment. Any waiver by the Company of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision
or any other provision hereof. In addition, any amendment to or modification of this Agreement or
any waiver of any provision hereof must be in writing and signed by the Company.



10.4 Notices. All notices, request and other communications provided for by this Agreement
shall be in writing and shall be effective when delivered in person or four business days after
being deposited in the mail of the United States, postage prepaid, registered or certified, and
addressed (a) in the case of Executive, to the address set forth underneath his signature to this
Agreement or (b) in the case of the Company, to the attention of the Board, with a copy to the
Secretary of the Company c/o Halo Technology Holdings, Inc., 200 Railroad Avenue, Greenwich, CT
06830; and/or to such other address as either party may specify by notice to the other, or, in the
case of the Company, to any other address which at the time is the Company’s principal
headquarters.



10.5 Entire Agreement. This Agreement, the Non-competition Agreement, Confidential Information
Agreement, the stock options agreements referenced in Section 4.5, and any indemnity agreement
referenced in Section 9.3, constitute the entire agreement between the Company and Executive with
respect to the terms and conditions of Executive’s employment with the Company and supersede and
cancel all prior communications, agreements and understanding, written or oral, between Executive
and the Company with respect to the terms and conditions of Executive’s employment with the
Company.



10.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be
original and all of which together, shall constitute one and the same instrument.



10.7 Governing Law. This Agreement, the employment relationship contemplated herein and any
claim arising from such relationship, whether or not arising under this Agreement, shall be
governed by and construed in accordance with the internal laws of the State of Connecticut without
giving effect to any choice or conflict of laws provisions or rule thereof, and this Agreement
shall be deemed to be performable in such State.



10.8 Resolutions of Disputes. Exclusive jurisdiction over any claims arising out of this
Agreement shall be any court appropriate subject matter jurisdiction in the State of Connecticut
and the parties by this Agreement expressly subject themselves to the personal jurisdiction of said
court for the resolution of any dispute, action, or suit arising in connection with this Agreement
        .



IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized
representative, and by Executive, as of the date first above written.



HALO TECHNOLOGY HOLDINGS, INC.



/s/ Ron Bienvenu


Name: Ron Bienvenu

Title: Chief Executive Officer



MARK FINKEL



/s/ Mark Finkel



1




Schedule A – Duties and Responsibilities:



The Executive’s responsibilities will include the following:




	 	1.	 	Overall responsibility for financial reporting and audit functions in
compliance with all SEC requirements;






	 	2.	 	Implementation of financial reporting controls, procedures and systems in
compliance with Sarbanes-Oxley requirements;






	 	3.	 	Day to day operational responsibility for the Company;






	 	4.	 	Participation in M&A activity as needed;






	 	5.	 	Responsibility for financial modeling and forecasting;






	 	6.	 	Responsibility for implementation of budget process;






	 	7.	 	Investor relations — including preparation for and participation in earnings
calls and interaction with Wall Street analysts;






	 	8.	 	Monthly and quarterly financial and operational reports to Board of Directors
and Board meetings;






	 	9.	 	Oversight of implementation of Company-wide IT systems; and






	 	10.	 	Oversight of Human Resources function.





For the avoidance of doubt, Executive shall not be deemed to have breached his obligations
hereunder to perform the above-described duties and responsibilities if the Company has not
provided reasonably adequate support to the Executive.

2


Schedule B – Approved Positions



Director, Chairman of the Board of Directors and largest shareholder of RightAnswers, Inc. – a



company which provides self-service software and content for internal technical support.



Director and Chairman of the Board of Directors of ISD Corporation – a company which provides
customer transaction management software for retailers. Representing Prism Opportunity
Fund.



Director of ProSight, Inc. – a company which provides portfolio management software for IT
management. Representing Prism Opportunity Fund.



Venture Partner in Prism Opportunity Fund, in which role the Executive advises Prism on its
investments in ISD and ProSight. This fund is fully invested and plans no new investments.



None of the above companies are publicly traded.




3