(c) If the Employee elects to continue group medical insurance pursuant to the federal COBRAlaw, then, after the Effective Date, the Company will pay the Company portion of the Employee’shealth and dental insurance premiums for the Severance Period. Thereafter, the Employee may electto continue such coverage under COBRA for the remainder of the COBRA period, with the Employeepaying 100% of the cost of such coverage.     3. Other Benefits. All employee benefits (other than health and dental insurance),that the Employee received under Company-provided benefit plans, programs or practices, includingwithout limitation 401K and Employee Stock Purchase Plan (“ESPP”), terminated on the TerminationDate.     4. 2008 Bonus. At the next payroll period following the Termination Date, the Companywill pay the Employee a bonus of $36,120 for the 2008 year.     5. Release. The Employee hereby fully, forever, irrevocably and unconditionallyreleases, remises and discharges the Company, and its parents, subsidiaries, affiliates,successors, assigns, predecessors and present or former officers, directors, shareholders, agents,employees, attorneys, fiduciaries, plan administrators, and representatives (collectively“Releasees”) of and from any and all claims, charges, complaints, demands, actions, causes ofaction, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,agreements, promises, doings, omissions, damages, executions, obligations, liabilities, andexpenses (including attorneys’ fees and costs), of every kind and nature, known or unknown, whichthe Employee ever had or now has against any Releasees, including those arising out of theEmployee’s employment with or separation from the Company, through the date of the Employee’sexecution of this Agreement.     Without limiting the foregoing, the Employee specifically releases and fully discharges theReleasees of and from any and all claims, demands, causes of action, and rights, including but notlimited to: any alleged violation of federal, state or local laws prohibiting discrimination on thebasis of sex, race, age, disability, national origin, color, religion, veteran status, maritalstatus, sexual orientation, and specifically including all claims under the federal AgeDiscrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act, Title VII of theCivil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Americans with DisabilitiesAct of 1990 (ADA), and the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993; the ERISA,state family and
 

 
 medical leave laws and any federal or state wage payment laws, including the FairLabor Standards Act and the New York and Connecticut Wage Payment Laws, to the extent permitted bylaw; any other federal, state (including New York and Connecticut) or local civil or human rightslaws; any public policy, contract, tort or common law obligation, including but not limited tobreach of express or implied contract or of an implied covenant of good faith and fair dealing,negligent or intentional infliction of emotional distress; any claim of retaliation, any claim forcompensation, bonus, incentive pay, vacation pay, sick pay, expense reimbursement other than forthose expenses already submitted but not yet reimbursed, or other payments or benefits; and anyobligation for costs, fees or other expenses.     Covenant Not to Sue. The Employee has not and will not commence any action, lawsuit,or other legal proceeding against the Company or file any complaint with any federal, state, orlocal agency against the Company relating to any claim arising before the Employee’s execution ofthis Agreement; except that Employee may challenge in court the knowing and voluntary nature ofEmployee’s waiver of any claim he may have, if any, under the Age Discrimination in Employment Act,as amended by the Older Workers Benefit Protection Act, and that Employee may file a claim forworkers’ compensation benefits for injury or illness (excluding retaliation claims) and/or a claimfor unemployment compensation benefits. To the extent that Employee has pending any other action,lawsuit, or legal proceeding against the Releasees, or any of them, relating to any claim arisingbefore the execution of this Agreement, Employee agrees that such action, lawsuit, or other legalproceeding will be immediately withdrawn with prejudice. Nothing in this Agreement, however,prevents the Employee from filing a charge or complaint, or participating in any investigation orproceeding before a federal or state agency, but the Employee understands and acknowledges that hewill not be able to recover any monetary benefits in connection with any such claim, charge orproceeding, and hereby expressly waives and disclaims his right to recover any relief, remedies, oramounts, including costs and attorney’s fees.     6. Return of Company Property. As further consideration for this Agreement, theCompany will release the cell phone number issued to the Employee and support the Employees effortsto obtain the number through the vendor of the Employee’s choice. Except for the foregoing, theEmployee confirms that he will return to the Company, prior to the expiration of the revocationperiod contemplated by Section 18(c) and the Effective Date, all Company property and equipment inhis possession or control, including, but not limited to, all keys, files, records(and copies thereof), computer hardware, software and printers, wireless handheld devices,cell phones, pagers, and
 

 
Company identification, and that he will leave intact all electronicCompany documents, including, but not limited to, those which he developed or helped develop duringhis employment.     7. Non-Admissions. The Employee understands and agrees that neither the negotiation,undertaking nor signing of this Agreement constitutes or operates as an acknowledgement oradmission of liability, wrongdoing or violation of law on the part of the Company.     8. No Claim for Compensation. The Employee acknowledges and represents that, exceptas provided in Section 4 above, he has received all compensation, including all salary, wages,vacation pay, bonuses, overtime pay, awards and all other forms of compensation that is, was, ormay be due to him and no additional compensation is owed to the Employee by the Company.     9. No Claim for Benefits. The Employee acknowledges and represents that he receivedall non-monetary benefits, including all leaves of absence, insurance coverage, and any otherbenefits or rights to benefits to which he was entitled, that he was not and has not been deniedany benefits to which he is, was, or may be entitled, and that no additional benefits are owed tothe Employee by the Company.     10. Validity. Should any provision of this Agreement be declared or be determined byany court of competent jurisdiction to be illegal or invalid, excluding the release language, thevalidity of the remaining parts, terms, or provisions shall not be affected thereby and saidillegal and invalid part, term or provision shall be deemed not to be a part of this Agreement. Ifany portion of the release language were declared unenforceable for any reason, the Company’sobligation to provide any remaining consideration under this Agreement shall cease.     11. Confidentiality. To the extent permitted by law, the Employee understands andagrees that the terms and contents of this Agreement, and the contents of the negotiations anddiscussions resulting in this Agreement, shall be maintained as confidential by the Employee, andmay not be disclosed to any person other (a) than the Employee’s attorney(s) and/or tax advisor(s)and/or immediate family only to the extent that said individuals first agree to maintain theinformation as confidential, or (b) as required by law.     12. Non-Disparagement. The Employee understands and agrees that as a condition forpayment to him of the Severance Benefits, he shall not make any false, disparaging or derogatorystatements in public or private to any person or entity, including without limitation, any mediaoutlet or any past, present or future employee, supplier,customer or stockholder of the Company regarding the Company, any affiliated company, or anyof the Company’s past or present directors, officers, employees, agents, or representatives orregarding the Company’s business affairs
 

 
or financial condition. The Company agrees that it shallinstruct the Company’s directors and officers, not to make any false, disparaging or derogatorystatements in public or private regarding the Employee to any person or entity, including withoutlimitation, any media outlet or any past, present, future or potential employer of the Employee.     13. Post-Termination Confidentiality Obligation. The Employee acknowledges andreaffirms his obligation to keep confidential and not to disclose or use any and all non-publicinformation concerning the Company which he acquired during the course of his employment with theCompany, including but not limited to business and marketing plans and strategy, financialinformation, product information, technical information and personnel data. The Employee furtheracknowledges and confirms his continuing obligations to the Company pursuant to the terms of theProprietary Information Agreement he signed on June 12, 2006 at the inception of his employment,which agreement remains in full force and effect.     14. Agreed Upon Statement. The Company agrees that the Employee will have the rightto review any public release or filing to be issued by the Company, regarding the Employee’semployment or termination.     15. Entire Agreement; Amendment. This Agreement contains and constitutes the entireunderstanding and agreement between the parties hereto with respect to the subject matter hereofand cancels all previous oral or written negotiations, agreements, commitments, and writings inconnection therewith. This Agreement may not be abandoned, supplemented, changed or modified inany manner, orally or otherwise, except by an instrument in writing of concurrent or subsequentdate signed by the Employee and a duly authorized representative of the Company.     16. Applicable Law; Successors. This Agreement shall be governed by the laws of theState of Connecticut, without regard to its conflict of law provisions, and is binding upon andshall inure to the benefit of the parties and their respective agents, assigns, heirs, executors,successors and administrators.     17. Employment Termination Program. In accordance with the Age Discrimination inEmployment Act, as amended by the Older Workers Benefit Protection Act, the Company provides to theEmployee the information on the attached Schedule A.     18. Employee Acknowledgments and Representations. The Employee understands,acknowledges,represents and agrees that:          (a) the Employee has been given forty five (45) days to consider this Agreement and anychanges to the Agreement, whether material or otherwise, do not restart or otherwise affect theoriginal 45 day consideration period;
 

 
          (b) the Company has advised the Employee to consult with any attorney of his own choosing andat his own cost prior to signing this Agreement;          (c) the Employee may revoke this Agreement during a period of seven (7) days after hisexecution of this Agreement by delivering the Employee’s written revocation within the seven (7)day period to Susanne Donohue, 39 Old Ridgebury Road, Suite 11, Danbury, Ct 06810;          (d) the Employee has read this Agreement and fully understands and agrees with all the termsand conditions of this Agreement;          (e) the Employee would not receive the Severance Benefits except for executing and abiding bythe terms of this Agreement;          (f) by signing this Agreement, the Employee waives any right to bring or maintain a lawsuit ormake any other legal claims against any Releasees as described in this Agreement with respect toany rights or claims, known or unknown, that arose prior to the Employee’s execution of thisAgreement;          (g) the Employee freely and voluntarily assents to all of the terms and conditions ofthis Agreement and signs his name of the Employee’s own free act.     19. Effective Date. This Agreement shall not be effective or enforceable until theeighth (8th) calendar day after the date of execution by the Employee if this Agreementis not revoked by the Employee in accordance with Paragraph 19 (“Effective Date”).     IN WITNESS WHEREOF, all parties have set their hand and seal to this Agreement as of the datewritten below.     /s/ Benjamin L. Palleiko Benjamin L. Palleiko   January 28, 2009