the term of Executive’s employment hereunder shall be for an initial term of three (3) yearsfrom the Effective Date (the “Initial Term”). The Initial Term of this Agreement shall beautomatically extended for successive one (1) year periods (each a “Renewal Period”) unless theCompany or the Executive gives written notice to the other at least ninety (90) days prior to theexpiration of the Initial Term, or a Renewal Period, of such party’s election not to extend thisAgreement. References herein to the “Term” shall mean the Initial Term as it may be so extended byone or more Renewal Periods. The last day of the Term is the “Expiration Date.”3. Compensation and Benefits.     (a) Salary. Commencing on the Effective Date, the Company agrees to pay the Executivea base salary at an annual rate of Three Hundred Thousand Dollars ($300,000), payable in suchinstallments as is the policy of the Company (the “Salary”), but no less frequently than monthly.Thereafter, the Company shall determine appropriate increases to Executive’s Salary but in no eventshall diminish the amount of Executive’s Salary below the initial rate, or below the increasedrates.     (b) Bonus. The Executive shall be eligible to receive annual bonuses at thediscretion of the Company and according to performance goals to be issued by the Company to theExecutive at the appropriate annual review cycle during the Term.     (c) Benefits. The Executive shall be entitled to participate in all employee benefitplans, without any payment or contribution by the Executive or members of his family, which theCompany provides or may establish from time to time, for the benefit of its employees, and withoutlimitation shall also include the following:     (i) Life Insurance. A term life insurance policy in the amount of three timesthe annual Base Salary, payable to the beneficiaries of record designated by the Executive.     (ii) Disability Insurance. Disability insurance providing the Executive withmonthly payments during the period of his disability (after termination of his employment)in an amount equal to 1/12th of his then applicable Salary immediately prior to hisdisability. If the disability insurance policy should begin payment while the Executive isstill being compensated by the Company under the terms of this Agreement, the Executive willreimburse the Company for all portions of such payments which may cause his totalcompensation to exceed the amounts otherwise payable to the Executive under the terms ofthis Agreement.     (iii) Medical Insurance. Medical insurance protection for the Executive and hiseligible dependents at least as favorable to the Executive and his eligible dependents asthe protection and plan being made available to them on the date of this Agreement. Inaddition, if not covered by the medical plan, the Company shall provide the Executive withan annual physical checkup.     (iv) Professional Services Allowance. The Company will pay up to $2,500 peryear for the Executive’s tax planning and preparation and/or other financial planningservices used by the Executive.
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     (v) Automobile. If automobiles are then provided by the Company to its seniorexecutives, the Company will furnish the Executive, on terms and conditions consistent withthose provided to other senior executives of the Company, with a Company-owned or leasedautomobile of the make and model then authorized by the Company or provide an allowance forthat purpose.     (vi) Other. The Executive shall be entitled to such other benefits notduplicative of the foregoing, which the Board of Directors may now or in the future makeavailable to its senior executives.     (d) Vacation. The Executive shall also be entitled to paid vacation days in accordancewith the Company’s vacation policy, which may be accrued to a maximum of 40 days.     (e) Expenses. The Company shall pay or reimburse the Executive for all reasonableout-of-pocket expenses actually incurred by him during the Term in performing services hereunder,provided that the Executive properly accounts for such expenses in accordance with the Company’spolicies.4. Confidentiality, Disclosure of Information.     (a) The Executive recognizes and acknowledges that the Executive has had and will have accessto Confidential Information (as defined below) relating to the business or interests of the Companyor 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 beknown by any other person or entity, any Confidential Information of the Company (except asrequired by applicable law or in connection with the performance of the Executive’s duties andresponsibilities hereunder). The term “Confidential Information” means information relating to theCompany’s business affairs, proprietary technology, trade secrets, patented processes, research anddevelopment data, know-how, market studies and forecasts, competitive analyses, pricing policies,employee lists, employment agreements (other than this Agreement), personnel policies, thesubstance of agreements with customers, suppliers and others, marketing arrangements, customerlists, commercial arrangements, or any other information relating to the Company’s business that isnot generally known to the public or to actual or potential competitors of the Company (other thanthrough a breach of this Agreement). This obligation shall continue until such ConfidentialInformation becomes publicly available, other than pursuant to a breach of this Section 4 by theExecutive, 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, computerdisks, tapes, printouts, source, HTML and other code, flowcharts, schematics, designs, graphics,drawings, photographs, charts, graphs, notebooks, customer lists, sound recordings, other tangibleor intangible manifestation of content, and all other documents whether printed, typewritten,handwritten, electronic, or stored on computer disks, tapes, hard drives, or any other tangiblemedium, as well as samples, prototypes, models, products and the like, shall be the exclusiveproperty of the Company and, upon termination of Executive’s employment with the Company, and/orupon the request of the Company, all Company
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Materials, including copies thereof, as well as all other Company property then in theExecutive’s possession or control, shall be returned to and left with the Company.5. Inventions Discovered by Executive.     The Executive shall promptly disclose to the Company any invention, improvement, discovery,process, formula, or method or other intellectual property, whether or not patentable orcopyrightable (collectively, “Inventions”), conceived or first reduced to practice by theExecutive, either alone or jointly with others, while performing services hereunder (or, if basedon any Confidential Information, at any time during or after the Term), (a) which pertain to anyline of business activity of the Company, whether then conducted or then being actively planned bythe Company, with which the Executive was or is involved, (b) which is developed using time,material or facilities of the Company, whether or not during working hours or on the Companypremises, or (c) which directly relates to any of the Executive’s work during the Term, whether ornot during normal working hours. The Executive hereby assigns to the Company all of the Executive’sright, title and interest in and to any such Inventions. During and after the Term, the Executiveshall execute any documents necessary to perfect the assignment of such Inventions to the Companyand to enable the Company to apply for, obtain and enforce patents, trademarks and copyrights inany and all countries on such Inventions, including, without limitation, the execution of anyinstruments and the giving of evidence and testimony, without further compensation beyond theExecutive’s agreed compensation during the course of the Executive’s employment. Without limitingthe foregoing, the Executive further acknowledges that all original works of authorship by theExecutive, whether created alone or jointly with others, related to the Executive’s employment withthe Company and which are protectable by copyright, are “works made for hire” within the meaning ofthe United States Copyright Act, 17 U.S.C. (Section) 101, as amended, and the copyright of whichshall be owned solely, completely and exclusively by the Company. If any Invention is considered tobe work not included in the categories of work covered by the United States Copyright Act, 17U.S.C. (Section) 101, as amended, such work is hereby assigned or transferred completely andexclusively to the Company. The Executive hereby irrevocably designates counsel to the Company asthe Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtainpatents and copyrights and to enforce the Company’s rights under this Section. This Section 5 shallsurvive the termination of this Agreement. Any assignment of copyright hereunder includes allrights of paternity, integrity, disclosure and withdrawal and any other rights that may be known asor referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rightscannot be assigned under applicable law and to the extent the following is allowed by the laws inthe various countries where Moral Rights exist, the Executive hereby waives such Moral Rights andconsents to any action of the Company that would violate such Moral Rights in the absence of suchconsent. The Executive agrees to confirm any such waivers and consents from time to time asrequested by the Company.6. Non-Competition and Non-Solicitation.     The Executive acknowledges that the Company has invested substantial time, money and resourcesin the development and retention of its Inventions, Confidential Information (including tradesecrets), customers, accounts and business partners, and further acknowledges that during thecourse of the Executive’s employment with the Company the Executive has had and will
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have access to the Company’s Inventions and Confidential Information (including tradesecrets), and will be introduced to existing and prospective customers, accounts and businesspartners of the Company. The Executive acknowledges and agrees that any and all “goodwill”associated with any existing or prospective customer, account or business partner belongsexclusively to the Company, including, but not limited to, any goodwill created as a result ofdirect or indirect contacts or relationships between the Executive and any existing or prospectivecustomers, accounts or business partners. Additionally, the parties acknowledge and agree thatExecutive possesses skills that are special, unique or extraordinary and that the value of theCompany depends upon his use of such skills on its behalf.     In recognition of this, the Executive covenants and agrees that:     (a) During the Term, and for a period of one (1) year thereafter, the Executive may not,without the prior written consent of the Company’s board of directors (the “Board”), (whether as anemployee, agent, servant, owner, partner, consultant, independent contractor, representative,stockholder or in any other capacity whatsoever) participate in any business that offers productsor services competitive in any way to those offered by the Company or that were under activedevelopment by the Company during the Term, provided that nothing herein shall prohibit theExecutive from owning securities of corporations which are listed on a national securities exchangeor traded in the national over-the-counter market in an amount which shall not exceed 3% of theoutstanding shares of an such corporation.     (b) During the Term, and for a period of one (1) year thereafter, the Executive may notentice, solicit or encourage any Company employee to leave the employ of the Company or anyindependent contractor to sever its engagement with the Company, absent prior written consent to doso from the Board.     (c) During the Term, and for a period of one (1) year thereafter, the Executive may not,directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor,strategic partner or business associate of the Company to cease doing business with the Company,reduce its relationship with the Company or refrain from establishing or expanding a relationshipwith the Company.7. Non-Disparagement.     The Executive hereby agrees that during the Term, and at all times thereafter, the Executivewill not make any statement that is disparaging about the Company, any of its officers, directors,or stockholders, including, but not limited to, any statement that disparages the products,services, finances, financial condition, capabilities or other aspect of the business of theCompany. The Executive further agrees that during the same period the Executive will not engage inany conduct that is intended to inflict harm upon the professional or personal reputation of theCompany or any of its officers, directors, stockholders or employees.8. Provisions Necessary and Reasonable.     (a) The Executive agrees that (i) the provisions of Sections 4, 5, 6 and 7 of this Agreementare necessary and reasonable to protect the Company’s Confidential Information, Inventions, andgoodwill; (ii) the specific temporal, geographic and substantive provisions set
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forth in Section 6 of this Agreement are reasonable and necessary to protect the Company’sbusiness interests in part because the Company’s business is international in scope; and (iii) inthe event of any breach of any of the covenants set forth herein, the Company would suffersubstantial irreparable harm and would not have an adequate remedy at law for such breach. Inrecognition of the foregoing, the Executive agrees that in the event of a breach or threatenedbreach of any of these covenants, in addition to such other remedies as the Company may have atlaw, without posting any bond or security, the Company shall be entitled to seek and obtainequitable relief, in the form of specific performance, and/or temporary, preliminary or permanentinjunctive relief, or any other equitable remedy which then may be available. The seeking of suchinjunction or order shall not affect the Company’s right to seek and obtain damages or otherequitable relief on account of any such actual or threatened breach.     (b) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof,are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder ofthe covenant or covenants, which shall be given full effect without regard to the invalid portions.     (c) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof,are held to be unenforceable by a court of competent jurisdiction because of the temporal orgeographic scope of such provision or the area covered thereby, the parties agree that the courtmaking such determination shall have the power to reduce the duration and/or geographic area ofsuch provision and, in its reduced form, such provision shall be enforceable.9. Representations Regarding Prior Work and Legal Obligations.     (a) The Executive represents that the Executive has no agreement or other legal obligationwith any prior employer, or any other person or entity, that restricts the Executive’s ability toaccept employment with, or to perform any function for, the Company.     (b) The Executive has been advised by the Company that at no time should the Executive divulgeto or use for the benefit of the Company any trade secret or confidential or proprietaryinformation of any previous employer. The Executive expressly acknowledges that the Executive hasnot divulged or used any such information for the benefit of the Company.     (c) The Executive acknowledges that the Executive has not and will not misappropriate anyInvention that the Executive played any part in creating while working for any former employer.     (d) The Executive acknowledges that the Company is basing important business decisions onthese representations, and affirms that all of the statements included herein are true.10. Termination and Severance.     Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s employmenthereunder may terminate under the following circumstances:     (a) Termination by the Company for Cause. The Company may terminate this Agreement forCause at any time, upon written notice to the Executive setting forth in reasonable
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detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) theExecutive’s willful and material breach of the terms of this Agreement; (ii) the Executive’scommission of any felony or any crime involving moral turpitude; (iii) gross negligence or willfulmisconduct by the Executive in connection with his position hereunder; or (iv) the Executive’swillful refusal to perform his duties hereunder. Upon the termination for Cause of Executive’semployment, the Company shall have no further obligation or liability to the Executive other thanfor salary earned under this Agreement prior to the date of termination, and any accrued but unusedvacation.     (b) Termination by the Company Without Cause or Resignation by the Executive for GoodReason.     (i) The Executive’s employment hereunder may be terminated without Cause by the Companyupon written notice to the Executive. The Executive may also terminate his employmenthereunder for “Good Reason” upon one (1) month’s written notice to the Company within thirty(30) days of the occurrence of any of the following events (A) a material breach of thisAgreement by the Company, which shall be interpreted to include, without limitation, afailure to pay the Executive his salary or bonus or a failure to provide the Executive hisbenefits; (B) a material reduction in the Executive’s duties or responsibilities; (C) achange in the Executive’s reporting relationship so that he no longer reports directly tothe Chief Executive Officer; or (D) a relocation of the Executive’s worksite to a locationseventy five (75) miles or more from its current location.     (ii) Subject to Section 11, if the Company terminates the Executive’s employmentwithout Cause, or the Executive terminates his employment for Good Reason (A) the Companyshall continue to pay the Executive the Salary for a three (3) year severance periodcommencing upon the effective date of the termination (the “Severance Period”); (B) theCompany shall pay for the costs of, or reimburse the Executive for the costs he incurs in,continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRAfor as long as the Executive (and/or his eligible dependents, as the case may be) areeligible for COBRA during the Severance Period, and then shall pay the cost of medical anddental coverage for the Executive comparable to that provided pursuant to COBRA, up to amaximum of $2000 per month, during the balance of the Severance Period; (C) during theSeverance Period, the Company shall pay the cost of conversion of group term life coverageto an individual policy for the Executive; (D) during the Severance Period, the Companyshall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of anyannual automobile allowance he received at the time of such termination; and (E) during theSeverance Period, the Company shall pay to the Executive a monthly lump sum cash paymentequal to one-twelfth of the non-elective deferral employer contribution made for his benefitunder the Company’s 401(k) plan for the last fiscal year of the Company prior to thetermination of Executive’s employment. As a condition of receiving severance payments andbenefits pursuant to this Agreement, the Executive shall execute and deliver to the Companyprior to his receipt of such benefits a general release substantially in the form attachedhereto as Exhibit A.
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     (c) Resignation by the Executive without Good Reason. The Executive may resign hisemployment hereunder without Good Reason upon one (1) month’s written notice to the Company. In theevent of termination by the Executive pursuant to this subsection 10(c), the Company may elect topay the Executive during the notice period (or for any remaining portion of that period) the Salaryand benefits at the rate of compensation the Executive was receiving immediately before such noticeof termination was tendered in lieu of actual notice.     (d) Death. In the event of the Executive’s death during the Term of this Agreement,the Executive’s employment hereunder shall immediately and automatically terminate, and the Companyshall have no further obligation or duty to the Executive or his estate or beneficiaries other thanfor the Salary earned under this Agreement to the date of termination and any payments or benefitsdue under Company policies or benefit plans.     (e) Disability. The Company may terminate the Executive’s employment hereunder, uponwritten notice to the Executive, in the event that the Executive becomes disabled during the Termthrough any condition of either a physical or psychological nature and, as a result, is, with orwithout reasonable accommodation, unable to perform the essential functions of the servicescontemplated hereunder for (a) a period of one hundred and twenty (120) consecutive days, or (b)for shorter periods aggregating one hundred twenty (120) days during any twelve (12) month periodduring the Term. Any such termination shall become effective upon mailing or hand delivery ofnotice that the Company has elected its right to terminate under this subsection 10(e), and theCompany shall have no further obligation or duty to the Executive other than for salary earnedunder this Agreement prior to the date of termination and any payments or benefits previouslyvested and due under Company policies or benefit plans.     (f) Effect of Non-Renewal. In the event that the Company gives notice of its electionnot to extend the Initial Term or any Renewal Period pursuant to Section 2 above, the Executiveshall be entitled to payments and benefits described in Section 10(b)(ii) above commencing upon theExpiration Date subject to his execution and delivery of a general release substantially in theform attached hereto as Exhibit A.     (g) Change in Control. Subject to Section 11, if the Executive resigns with GoodReason within one (1) year after a Change in Control (as defined below) he will be entitled to thepayments and benefits described in Section 10(b)(ii) above (the “Severance Payments”) providedthat, if the grounds for the termination for Good Reason are those specified in Section 10(b)(i)(B)and/or (C), and if the Company gives the Executive written notice (the “Continuation Notice”), atany time up to ten (10) days after it receives the Executive’s written resignation notice, that itwishes the Executive to continue his employment until a date not later than one (1) year after theChange in Control (the “Employment Continuation Date”), the Executive shall not be entitled to theSeverance Payments until and unless he remains employed by the Company through the EmploymentContinuation Date. Nothing in this subsection 10(g) shall obligate the Company to provide theExecutive with the Severance Payments upon a termination for Cause, death or disability. If theExecutive does not provide the Company notice of resignation or non-renewal at any time during theyear following a Change in Control and remains employed by the Company through the firstanniversary of the Change in Control, as defined below, the Executive
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shall be paid a one-time bonus payment of 50% of his Salary during the immediately precedingcalendar year (the “Special Bonus”). The Special Bonus shall be in addition to, and not in lieu of,any Severance Payments to which Executive may otherwise become entitled under this section 10 inconnection with the subsequent termination of his employment. As used herein, a “Change in Control”shall mean a change of control of the Company of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on anysimilar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the“1934 Act”) whether or not the Company is then subject to such reporting requirement; provided,however, that, without limitation, such a Change in Control shall be deemed to have occurred if:(x) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the1934 Act) becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the 1934 Act),directly or indirectly, of securities of the Company representing 35% or more of the combinedvoting power of the Company’s then outstanding securities; (y) the Company is a party to a merger,consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence ofwhich members of the Board in office immediately prior to such transaction or event constitute lessthan a majority of the Board thereafter; and (z) during any period of twenty-four (24) consecutivemonths, individuals who at the beginning of such period constituted the Board (including for thispurpose any new director whose election or nomination for election by the Company’s stockholderswas approved by a vote of at least two-thirds of the directors then still in office who weredirectors at the beginning of such period) cease for any reason to constitute at least a majorityof the Board. Notwithstanding the foregoing provisions of this subsection 10(g), a “Change inControl” will not be deemed to have occurred solely because of the acquisition of securities of theCompany (or any reporting requirement under the 1934 Act relating thereto) by an employee benefitplan maintained by the Company for its employees. As used herein, the “Company” may include theCompany’s successors subsequent to a Change in Control.11.Benefit Limitation.     (a) Should any payments or benefits become payable hereunder in connection with a Change inControl, then the aggregate Present Value, measured as of the Change in Control, of any SeverancePayments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely,the salary continuation payments, the continued health care coverage, the life insurance coverage,professional services payments, any equivalent automobile payments and the equivalent 401(k)employer contribution payments) and, if applicable, any portion of the Special Bonus under section10(g) which is deemed to constitute a parachute payment under Section 280G of the Internal RevenueCode of 1986, as amended (the “Code”) shall in no event exceed in amount the greater of thefollowing dollar amounts (the “Benefit Limit”):     (i) 2.99 times the Executive’s Average Compensation, less the Present Value, measuredas of the Change in Control, of all Other Parachute Payments (as defined below) to which theExecutive is entitled, or     (ii) the amount that yields the Executive the greatest after-tax amount of benefitsunder this Agreement after taking into account any excise tax imposed under Code Section4999 on his payments and benefits under section 10 of this Agreement and any Other ParachutePayments,
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     The portion of any option that automatically vests on an accelerated basis upon a Change inControl pursuant to the terms of the agreement evidencing that option that is deemed to be aparachute payment under Code Section 280G (the “Option Parachute Payment”) shall also be subject tothe Benefit Limit. The Option Parachute Payment shall be calculated in accordance with thevaluation provisions established under Code Section 280G and the applicable Treasury Regulationsand shall include an appropriate dollar adjustment to reflect the lapse of the Executive’sobligation to remain in the Company’s employ as a condition to the vesting of the acceleratedinstallment. In no event, however, shall the parachute payment attributable to any portion of suchoption exceed the excess of the fair market value of the accelerated option shares at the time ofacceleration over the option exercise price of such shares.     For purposes of applying the Benefit Limit, the value of the Executive’s non-competitioncovenant under Section 6 of this Agreement shall be determined by an independent appraisal by anationally recognized accounting firm acceptable to both the Executive and the Company, and aportion of his Severance Payments shall, to the extent of such appraised value, be specificallyallocated as reasonable compensation for such covenant.     “Average Compensation” means the average of the Executive’s W-2 wages from the Company for thefive (5) calendar years (or such fewer number of calendar years of employment with the Company)completed immediately prior to the calendar year in which the Change in Control occurs.     Any W-2 wages for a partial year of employment will be annualized, in accordance with thefrequency which such wages are paid during such partial year, before inclusion in the Executive’sAverage Compensation.     “Other Parachute Payments” means all payments in the nature of compensation that are made tothe Executive, other than the Severance Payments described in section 10(b)(ii) of this Agreementor any portion of the Special Bonus under section 10(g) deemed to constitute a parachute payment,payable in connection with a Change in Control and which accordingly qualify as parachute paymentswith the meaning of Code Section 280G. Other Parachute Payments shall include, without limitation,the Present Value of any Option Parachute Payment.     “Present Value” means the value, determined as of the date of the Change in Control, of anypayment in the nature of compensation to which the Executive becomes entitled in connection withthe Change in Control. The Present Value of each such payment shall be determined in accordancewith the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to 120% of theapplicable Federal Rate in effect at the time of such determination, compounded semi-annually tothe effective date of the Change in Control.     (b) In the event there is any disagreement between the Executive and the Company as to whetherone or more payments to which Executive becomes entitled in connection with the Change in Controlconstitute parachute payments within the meaning of Code Section 280G, such dispute shall beresolved by the nationally recognized firm of certified public accountants used by the Companyprior to the Change in Control (the “Accounting Firm”); provided, that if such firm declines toserve, the “Accounting Firm” shall be a nationally recognized firm of certified public accountantsselected by mutual agreement of the Company and the Executive.
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     (c) Once the requisite determinations have been made, then to the extent the aggregate PresentValue, measured as of the Change in Control, of all parachute payments attributable to theSeverance Payments under this Agreement and otherwise, including without limitation the OptionParachute Payment, exceeds the Benefit Limit, the following reductions shall be made to thepayments and benefits under Section 10 of this Agreement, to the extent necessary to assure thatsuch Benefit Limit is not exceeded: first, the Executive’s salary continuation payments describedin Section 10(b)(ii)(A) and then, if applicable, his Special Bonus under section 10(g), shall bereduced; and then the period of the Company’s Company-paid health-care coverage described inSection 10(b)(ii)(B) shall be shortened. To the extent the Benefit Limit is still exceededfollowing such reductions, then a portion of the aggregate amount of payments described in Sections10(b)(ii)(C), (D) and (E) shall be reduced to the extent necessary to eliminate such excess and,finally, the Option Parachute Payment shall be reduced.12. Choice of Law.     The Executive acknowledges that a substantial portion of the Company’s business is based outof and directed from the State of New York. The Executive also acknowledges that during the courseof the Executive’s employment with the Company the Executive will have substantial contacts withNew York.     The validity, interpretation and performance of this Agreement shall be governed by, andconstrued in accordance with, the internal law of New York, without giving effect to conflict oflaw principles. Both parties agree that the exclusive venue for any action, demand, claim orcounterclaim relating to the terms and provisions of Sections 4, 5, 6 and 7 of this Agreement, orto their breach, shall be in the state or federal courts located in Suffolk County, New York andthat such courts shall have personal jurisdiction over the parties to this Agreement.13. Miscellaneous.     (a) Assignment. The Executive acknowledges and agrees that the rights and obligationsof the Company under this Agreement may be assigned by the Company to any successors in interest.In any event, however, this Agreement shall be binding upon and inure to the benefit of anysuccessors in interest to the Company. The Executive further acknowledges and agrees that thisAgreement is personal to the Executive and that the Executive may not assign any rights orobligations hereunder.     (b) Withholding. All salary, bonus and severance payments required to be made by theCompany to the Executive under this Agreement shall be subject to withholding taxes, socialsecurity and other payroll deductions in accordance with the Company’s policies applicable toemployees of the Company at the Executive’s level.     (c) Entire Agreement. Except as specifically set forth herein, this Agreement setsforth the entire agreement between the parties and supersedes any prior communications, agreementsand understandings, written or oral, with respect to the terms and conditions of the Executive’semployment.     (d) Amendments. Any attempted modification of this Agreement will not be effectiveunless signed by an officer of the Company and the Executive.
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     (e) Waiver of Breach. The Executive understands that a breach of any provision ofthis Agreement may only be waived by an officer of the Company. The waiver by the Company of abreach of any provision of this Agreement shall not operate or be construed as a waiver of anysubsequent breach.     (f) Severability. If any provision of this Agreement should, for any reason, be heldinvalid or unenforceable in any respect by a court of competent jurisdiction, then the remainder ofthis Agreement, and the application of such provision in circumstances other than those as to whichit is so declared invalid or unenforceable, shall not be affected thereby, and each such provisionof this Agreement shall be valid and enforceable to the fullest extent permitted by law.     (g) Notices. Any notices, requests, demands and other communications provided for bythis Agreement shall be in writing and shall be effective when delivered by private messenger,private overnight mail service, or facsimile as follows (or to such other address as either partyshall designate by notice in writing to the other in accordance herewith):If to the Company:GlobecommSystems Inc.45 Oser Avenue