Exhibit 10.4


 


Effective Date: August 6, 2015


 


Sandesh Seth

40 East 89th Street, Apt. 7A

New York, NY  10128


 


Dear Mr. Seth:


 


On behalf of Actinium
Pharmaceuticals, Inc. (the “Company”), I am pleased to provide you with this contract related to your consulting
position of Executive Chairman of the Company. This Agreement amends your August 11, 2014 Consulting Agreement.


 


1.             Position. The terms of your consulting position with the Company are as set forth below:


 


(a)         You shall serve as Executive Chairman of the Company with such responsibilities, duties and authority as are assigned to
you by the Board of Directors (the “Board”), or its designee. As Executive Chairman of our Company, you act
as an officer and consultant and, as such, perform your duties subject in all instances to the oversight of our Board and the
power of our Board to approve all applicable corporation actions (which powers shall not be vested in the office of Executive
Chairman). The Executive Chairman is not an “executive officer” (as defined in SEC Rule 3b-7) of our company
as the role of the Executive Chairman by design is not an officer who performs a policy making function for our company. Rather,
the Executive Chairman serves as a conduit between our Board and our executive management team and is available to act as an advisor
and consultant to our executive management team, who are responsible for development and implementation of our corporate policies
under the supervision of our Board. Subject to such other roles, duties and projects as may (consistent with the terms and provisions
of our Amended and Restated Bylaws, as amended, and the resolutions of our Board that formed the office of Executive Chairman)
be assigned by our Board to the Executive Chairman, the primary responsibilities of the Executive Chairman are as follows:


 


(i)            Chair annual and special Board meetings and annual stockholder meetings and, subject to availability, attend meetings of
the committees of the Board;


 


(ii)           Provide overall Board leadership and establish guiding principles for the Board;


 


(iii)          Manage the affairs of the Board and facilitate Board action in such a way that strategic and policy decisions are fully
discussed, debated and decided by the Board;


 


(iv)         In cooperation with the President, and Chief Executive Officer, and other Company officers as appropriate or selected by
the Executive Chairman/Board, ensure that our strategic orientation is defined and communicated to the Board for its approval
and that all material issues are dealt with by the Board in a timely manner;


 


(v)          Ensure that the Board has efficient communication channels regarding all material issues concerning the business and see
to it that directors are informed about these issues;


 






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(vi)         Act as a representative of the Board and consult with Board members outside the regularly scheduled meetings of the Board
and of Board committees;


 


(vii)        Meet and confer as often as required with our President, and Chief Executive Officer and executive management to ensure
that there is efficient communication between the Executive Chairman, the President, and Chief Executive Officer, other executive
management and Board members;


 


(viii)       Offer advice and consultation to the President, and Chief Executive Officer and executive management on the overall management
of the business and affairs of our company as well as specific matters upon the request of the President, and Chief Executive Officer
and or the Board;


 


(ix)          In consultation and partnership with the President, and Chief Executive Officer, the Executive Chairman may act as our representative
with business partners of our company; and


 


(x)           At the request of the Board or the President, and Chief Executive Officer the Executive Chairman may be placed in charge
of special corporate strategic initiatives or projects.


 


(b)           You agree to devote your best efforts to advance the interests of the Company and to discharge adequately your duties hereunder.
Nothing herein shall prohibit you as the Executive Chairman from accepting or continuing in any employment, consultancy, management
or board position with any other for-profit or non-profit entity, being an investor in another company such as a member of a limited
liability company, a general or limited partner of a limited partnership or a stockholder of a corporation. You shall report directly
to the Board.


 


2.             Start Date. You commenced service in this position with the Company on August 11, 2014 (“Start Date”).


 


3.             Proof of Right to Work. For purposes of federal immigration law, you, if applicable, will be required to provide
to the Company documentary evidence of your identity and eligibility for employment in the United States.


 


4.             Compensation.


 


(a)           Consulting
Fee. You will be paid an annual consulting fee of three hundred fifty thousand dollars ($350,000.00), which will be
paid in accordance with the Company’s regular payroll practices for consultants. Upon the six month anniversary of
your Start Date, the Board will review your consulting fee with the help of an independent compensation consultant to adjust
your consulting fee is to be competitively aligned to a range between the 25th (twenty-fifth) and
75th (seventy-fifth) percentile of the relevant market data of Chairman positions of similarly situated publicly traded
Biotech companies. The Board shall review the amount of your consulting fee and performance bonus, and shall determine the
appropriate adjustments to each component of your compensation within 60 days of the start of each calendar year. During
the term of this Agreement, your annual consulting fee shall be maintained at least at the same amount as the  total
compensation (including annual salary and all other payments of any kind paid to the CEO) of the Chief Executive Officer
(Principal Executive Officer) (the “CEO”) of the Company. For example, if the CEO’s annual salary is
increased by $30,000 per year, the Consultant’s annual consulting fee shall also be increased by $30,000 per year. For
the avoidance of doubt, the Board at its discretion may also pay the consultant an annual consulting fee in excess of the
CEO’s total compensation.


 






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(b)           Performance Cash Bonus. You shall be entitled to participate in a Company bonus program, which shall be established
by the Board pursuant to which the Board shall award bonuses to you, based upon the achievement of written individual and corporate
objectives such as the Board shall determine. Upon the attainment of such performance objectives, in addition to your consulting
fee, you shall be entitled to a cash bonus in an amount to be determined by the Board with a target of forty percent (40%) of
your consulting fee. Within thirty (30) days after the Start Date, the Board shall establish written individual and corporate
performance objectives for the balance of 2014 and the amount of the performance pro-rata bonus payable upon the attainment of
each objective. At least thirty (30) days before each subsequent calendar year, the Board shall establish written individual
and corporate performance objectives for such calendar year and the amount of the performance bonus payable upon the attainment
of such objectives. Within sixty (60) days after the end of each calendar year, the Board shall determine the amount of any
performance bonus payable hereunder. Any such performance bonus shall be due and payable within ninety (90) days after the
end of the calendar year to which it relates. During the term of this Agreement, your performance cash bonus shall be at least
at the same amount as the performance cash bonus paid to CEO of the Company. For example, if the CEO’s receives a performance
cash bonus of $140,000, the Consultant shall also receive a performance cash bonus of $140,000. For the avoidance of doubt, the
Board at its discretion may also pay the Consultant a performance cash bonus greater than the performance cash bonus paid to the
CEO.


 


(c)            Stock Option Grant. The Board has agreed to grant to you an option to purchase common shares of the Company (the
“Grant”). The Grant will consist of an option grant to purchase 280,000 (two hundred and eighty thousand common
shares of the Company. The Grant shall be subject to the vesting schedule below.


 


(i)           Stock Options. Such options will have an exercise price equal to $6.23 (six dollars and twenty-three cents), the
closing price of the Company’s common stock on the date of Board approval of the grant, September 23, 2014, which is
equal to fair market value as determined by the Board on the date of the grant (the “Grant date”). During the
term of this Agreement, you shall also be awarded stock option and/or restricted stock grants at least at the same amount as such
stock option and/or restricted stock that is granted to the CEO. For example, if the CEO’s receives a stock option grant
that is exercisable for 100,000 shares, the Consultant shall also receive a stock option grant that is exercisable for 100,000
shares. For the avoidance of doubt, the Board at its discretion may also grant the Consultant options and/or restricted stock
that exceed the number of options and /or restricted stock granted to the CEO.


 


(ii)          Vesting Schedule of the Grant. Two percent (2%) of the Grant shall vest each month from the grant Date until fully
vested in accordance with the procisions of the Company’s Amended and Restated 2013 Stock Plan, subject to your continuing
service with the Company. The options will be incentive stock options or stock to the maximum extent allowed by the tax code and
will be subject to the terms of the Company’s Amended and Restated 2013 Stock Plan and corresponding Stock Option Agreement
between you and the Company.


 






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5.             Benefits.


 


(a)            Benefit Plan — Health Insurance, Retirement and Stock Option Plan. The Company will provide you with the opportunity
to participate in the standard benefits plans. The Company reserves the right to cancel and/or change the benefits plans it offers
to its participants at any time, subject to applicable law.


 


(b)           Other Benefits. The Company will provide you with standard business reimbursements (including mileage, supplies,
long distance calls), subject to Company policies and procedures and with appropriate receipts. In addition, you will receive
any other statutory benefits required by law.


 


(c)           Reimbursement of Expenses. You shall be reimbursed for all normal items of travel and entertainment and miscellaneous
expenses reasonably incurred by you on behalf of the Company provided such expenses are documented and submitted in accordance
with the reimbursement policies in effect from time to time.


 


6.             Confidential Information and Invention Assignment Agreement. You have already executed the Company’s Confidential
Information and Invention Assignment Agreement, (the “Confidentiality Agreement”), which remains in effect.


 


7.             Term and Severance. The
term of your consulting arrangement shall be a period of five (5) years from the Start Date. If your consulting arrangement
is terminated because of your death or Disability, the Company’s only obligation to you shall be to pay your earned, but
unpaid, consulting fee (as of the date of termination) and provide you, if eligible, with the option to elect health coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided that upon
termination of your consulting arrangement due to death, your estate also shall be entitled to receive a single lump sum payment
equal to three (3) months of your consulting fee, payable within 30 days of your death. Upon termination of your employment for
Cause (as defined below) you shall be paid any accrued and unpaid base salary and benefits through the date of termination and
shall have no further rights to any compensation or any other benefits under the Agreement or otherwise. 


 


(a)           Termination of Service Other Than for Cause or Resignation for Good Reason (Not in Connection with a Change in Control).
If the Company terminates your consulting arrangement other than for Cause or if you resign for Good Reason, in any case in circumstances
other than those described in Section 7(b), you shall be entitled to the following:


 


(i)            Subject to Section 8
hereof, a single lump sum payment equal to twenty-four (24) months of your compensation (at the rate in effect as of the date
of termination), payable in accordance with the Company’s regular payroll practices for consultants in effect at the date
of termination, on the first payroll date following the date the Release (as defined in Section 8 hereof) becomes effective and
irrevocable in accordance with its terms.


 






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(ii)           Subject to Section
8 hereof, continued health benefits for the 24-month period beginning on the date of termination, with such period to run concurrently
with any period for which you are eligible to elect health coverage under COBRA. Notwithstanding the foregoing, you shall be required
to pay any and all service provider premiums associated with continued health benefits and, if you begin providing services to
another service recipient and become covered by such service recipient’s health benefits plan or program, the continued
health benefits and cash payments provided hereunder shall cease.


 


(iii)          All outstanding equity
awards granted to you under the Company’s equity compensation plans shall become immediately vested and exercisable (as
applicable) as of the date of such termination and the performance goals with respect to such outstanding performance awards,
if any, will deemed satisfied at “target”.


 


(b)           Change in Control. If the Company terminates your consulting arrangement other than for Cause or if you resign for
Good Reason, in any case during the 12-month period beginning on the date of a Change in Control (as defined in the 2013 Equity
Incentive Plan, as amended), you shall be entitled to the following:


 


(i)            Subject to Section 8
hereof, a single lump sum payment equal to thirty (30) months of your compensation (at the rate in effect as of the date of termination),
payable in accordance with the Company’s regular payroll practices for consultants in effect at the date of termination,
on the first payroll date following the date the Release (as defined in Section 8 hereof) becomes effective and irrevocable in
accordance with its terms.


 


(ii)           Subject to Section
8 hereof, continued health benefits for the 30-month period beginning on the date of termination, with such period to run concurrently
with any period for which you are eligible to elect health coverage under COBRA. Notwithstanding the foregoing, you shall be required
to pay any and all service provider premiums associated with continued health benefits and, if you begin providing services to
another service recipient and become covered by such service recipient’s health benefits plan or program, the continued
health benefits and cash payments provided hereunder shall cease.


 


(iii)          All outstanding equity
awards granted to you under the Company’s equity compensation plans shall become immediately vested and exercisable (as
applicable) as of the date of such termination and the performance goals with respect to such outstanding performance awards,
if any, will deemed satisfied at “target”.


 


(c)           “Cause”
means: (i) your gross negligence and/or willful misconduct (as such terms are generally understood and applied to the performance
of an executive) in the performance of his material duties with respect to the Company as determined, in each case, by a court
of competent jurisdiction not subject to further appeal or a final arbitration award, as provided hereunder; (ii) the conviction
by the Executive of a crime constituting a felony, or (iii) you shall have committed any material act of malfeasance, dishonesty
or breach of fiduciary duty against the Company, for which you shall have a thirty (30) day cure period following notice
thereof from the Company (except for a conviction pursuant to subsection (ii), for which there shall be no cure period).


 






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(d)           “Good
Reason” means: (i) the Company’s material breach any of its obligations under this Agreement; (ii) a material
reduction of your consulting fee or target bonus opportunity; (iii) a material change to the title, scope of your work or consulting
duties; (iv) an abandonment of, or fundamental change in, the primary business or primary products of the Company; (v) the termination,
elimination of your duties as Executive Chairman or Chairman of the Board of the Company, other than for Cause or voluntary resignation;
(vi) the appointment of a new Executive Chairman or Chairman of the Board, or person performing similar duties; or (vi) the Company’s
regular requirement that you perform services in or relocate to a location that is more than fifty (50) miles from New York City.
A termination will not be deemed to be for Good Reason unless the Company does not cure within 30 days after receipt of written
notice from you specifying the Good Reason and referring to your right to resign for Good Reason. Any resignation for Good Reason
will be effective immediately upon your giving notice of your resignation for Good Reason to the Company, conditioned upon your
having provided proper notice of Good Reason and time to cure in accordance with this provision.


 


(e)           “Disability”
means that (i) you have been unable, for a period of 180 consecutive business days, to perform your duties under this Agreement,
as a result of physical or mental illness or injury, and (ii) a physician selected or approved by the Company has determined that
it is either not possible to determine when such inability to perform will cease or that it appears probable that such inability
will be permanent during the remainder of your life.


 


(f)           Mitigation:
In the event that you are entitled to severance pursuant to this Agreement, you have no duty to mitigate and your severance will
not be reduced for any reason.


 


8.            Release.
Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any severance payment
or benefit under Sections 7(a)(i), 7(a)(ii), 7(b)(i) or 7(b)(ii) hereof unless: (a) you or your legal representative first executes
within 50 calendar days after the date of presentment a release of claims agreement in the form as to be provided by the Company
(the “Release”) and substantially similar to the form of Release attached hereto as Exhibit A, (b) you do not
revoke the Release, and (c) the Release becomes effective and irrevocable in accordance with its terms. The Company shall provide
the Release to you for your review within ten (10) days of the date of termination.


 


9.            Non-Solicitation.
You agree that during the term of your consulting arrangement with the Company, and for a period of 12 months following the
cessation of consultancy with the Company for any reason or no reason, you shall not directly or indirectly solicit, induce, recruit
or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt
any of the foregoing, either for yourself or any other person or entity. For a period of 12 months following cessation of
your consulting arrangement with the Company for any reason or no reason, you shall not attempt to negatively influence any of
the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to
influence any client, customer or other person either directly or indirectly, to direct his or its purchase of products and/or
services to any person, firm, corporation, institution or other entity in competition with the business of the Company.


 






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10.          Arbitration.
Any dispute or claim arising out of or in connection with your employment with the Company (except with regard to enforcement
of the Confidentiality Agreement) will be finally settled by arbitration in New York, New York in accordance with the Commercial
Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment
on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree that this Agreement
evidences a transaction involving interstate commerce and that the operation, interpretation and enforcement of this arbitration
provision, the procedures to be used in conducting an arbitration pursuant to this arbitration provision, and the confirmation
of any award issued to either party by reason of such arbitration, is governed exclusively by the Federal Arbitration Act, 9 U.S.C.
§ 21 et seq. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary
or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.
The Company shall pay all fees and expenses for the arbitration itself; provided that the cost of the arbitrator will be equally
divided between the parties. The Company will pay your legal fees, provided that, if you substantially do not prevail, the Company
shall be reimbursed for your reasonable legal fees.


 


11.          Indemnification.
On the date hereof, you have entered into an Indemnification Agreement with the Company which is attached hereto as Exhibit B.


 


12.           Section
280G. In the event it shall be determined that any payment or distribution by the Company to or for your benefit (whether
paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Total Payments”),
is or will be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced to the maximum amount that could be
paid to you without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to
you after reducing your Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) benefit
to you without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing such payment
that trigger the Excise Tax in the following order: (i) reduction of cash payments, (ii) cancellation of accelerated vesting of
performance-based equity awards (based on the reverse order of the date of grant), (iii) cancellation of accelerated vesting of
other equity awards (based on the reverse order of the date of grant), and (iv) reduction of any other payments due to you (with
benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations,
and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section
280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments
to you shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be
made at the Company’s expense by the Company’s then current independent auditors, or such other nationally recognized
accounting firm selected by the Committee prior to the relevant change in control transaction.


 






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13.          Section 409A.


 


(c)           In General. It is the Company’s intent that this Agreement be exempt from the application of, or otherwise
comply with, the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits
or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral”
exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for
the involuntary separation pay exceptions to Section 409A, to the maximum extent possible. If neither of these exceptions applies,
and if you are a “specified employee” within the meaning of Section 409A, then notwithstanding any provision in this
Agreement to the contrary and to the extent required to comply with Section 409A, all amounts that would otherwise be paid or
provided to you during the first six (6) months following your date of termination shall instead be accumulated through and paid
or provided (without interest) on the first business day following the six-month anniversary of the date of termination. If the
period during which the Release must become effective and irrevocable in accordance with its terms spans two calendar years, then,
to the extent required to comply with Section 409A, any payment to be made under this Agreement will commence on the first payroll
date that occurs in the second calendar year and after the Release has become effective and irrevocable in accordance with its
terms. Further, to the extent required to comply with Section 409A: (i) the amount of any expense reimbursement to which you may
be entitled hereunder during a calendar year will not affect the amount of reimbursements to be provided in any other calendar
year; (ii) your right to receive reimbursement of an eligible expense hereunder is not subject to liquidation or exchange for
another benefit; and (iii) provided that the requisite documentation is submitted, the Company will reimburse your eligible expenses
on or before the last day of the calendar year following the calendar year in which the expense was incurred.


 


(d)           Separation from Service. A termination of service shall not be deemed to have occurred for purposes of any provision
of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination
of service unless such termination is also a “separation from service” within the meaning of Section 409A and you
are no longer providing services (at a level that would preclude the occurrence of a “separation from service” within
the meaning of Section 409A) to the Company or its affiliates as an employee or consultant, and for purposes of any such provision
of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service” within the meaning of Section 409A.


 


14.          Attorneys’
Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort
to legal proceedings in connection with this Agreement or Consultant’s consulting relationship with the Company, the party
or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover
its or their reasonable attorneys’ fees and costs in such legal proceedings from the non prevailing party or parties.


 


15.          Assistance
in Litigation. Consultant shall, during and after termination of employment, upon reasonable notice, furnish such information
and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it
or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination
shall be furnished at mutually agreeable times and for mutually agreeable compensation.


 






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16.          Miscellaneous.
This Agreement, together with the Confidentiality Agreement, and Indemnification Agreement sets forth the terms of your employment
with the Company and supersedes any prior representations or agreements, whether written or oral. This Agreement may not be modified
or amended except by a written agreement, signed by the Company and by you. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other
provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein. This Agreement will be governed by New York law without reference to rules of conflicts
of law. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given
(i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial
overnight service, (iii) three (3) days after being mailed by registered or certified mail, return receipt requested,
prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties
may later designate in writing, (iv) upon confirmation of facsimile transfer, if sent by facsimile or (v) upon confirmation
of delivery when directed to the electronic mail address set forth below, if sent by electronic mail:


 


	If
    to the Company:	757 Third
Avenue, 21st Floor 

        New York, NY 10017

	 	 
	If
    to you:	40 East
    89th Street, Apt. 7A 

    New York, NY  10128


 


17.          Withholding
of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as
the Company may be required to withhold pursuant to any law or government regulation or ruling.


 


To indicate your
acceptance of the Company’s amendment and this Agreement, please sign and date this letter in the space provided below.


 


	Very
    truly yours,	 	ACCEPTED
    AND AGREED:
	 	 	 
	ACTINIUM
    PHARMACEUTICALS, INC.	 	SANDESH
    SETH
	 	 	 	 
	By:
     	/s/
    David Nicholson	 	/s/
    Sandesh Seth
	 	David Nicholson	 	 
	 	Chairman
    of Compensation Committee	 	 
	 	Board
    Member	 	 
	 	 	 	 
	Dated:  August
    6, 2015	 	Dated:  August
    6, 2015


 






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EXHIBIT A


 


RELEASE OF CLAIMS


 


FOR AND
IN CONSIDERATION OF the payments and benefits (the “Separation Benefits”) to be provided to me in
connection with the separation of my relationship with the Company, in accordance with the Agreement between Actinium
Pharmaceuticals, Inc. (the “Company”) and me dated as August 6, 2015 (the “Agreement”),
which Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I
will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of my heirs and
estate, voluntarily, knowingly and willingly release and forever discharge the Company, its subsidiaries, affiliates,
parents, and stockholders, together with each of those entities’ respective officers, directors, stockholders,
employees, agents, fiduciaries and administrators (collectively, the “Releasees”) from any and all claims
and rights of any nature whatsoever which I now have against them up to the date I execute this Release, whether known or
unknown, suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to
my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any
contract claims (express or implied, written or oral), including, but not limited to, the Agreement, or any rights or claims
under any statute, including, without limitation, the Americans with Disabilities Act, the Age Discrimination in Employment
Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of 1973 (including Section 504 thereof), Title
VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the
Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical
Leave Act, the Lilly Ledbetter Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights
Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any
other federal, state or local law. This Release specifically includes, but is not limited to, any claims based upon the right
to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits,
401(k) Plan benefits, stock benefits or any other employee benefits, or any other rights arising under federal, state or
local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation,
religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of
family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military
status, gender identity, harassment or any other basis prohibited by law.


 






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As a condition
of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees,
any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that
I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release,
I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive
my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does
not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S.
Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair
employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including
an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications
or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims
to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification,
if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its
parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law in the event of
entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable;
(f) the right to any equity awards that vested prior to or because of the termination of my employment, and/or (g) any actions
to enforce the Agreement.


 


Nothing herein
shall be construed to limit my right to (1) respond accurately and fully to any question, inquiry or request for information when
required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the
Company before engaging in such communications.


 


I acknowledge
that, in signing this Release, I have not relied on any promises or representations, express or implied, other than those that
are set forth expressly herein or in the Agreement and that are intended to survive separation from employment, in accordance
with the terms of the Agreement.


 


I further acknowledge
that:


 


	 	1.	I
    first received this Release on the date of the Agreement to which it is attached as Exhibit A;


 


	 	2.	I
    understand that, in order for this Release to be effective, I may not sign it prior to the date of my separation of employment
    with the Company but that if I wish to receive the Separation Benefits, I must sign and return this Release within 45 days
    of its presentation to me after my Termination of Employment;


 


	 	3.	I
    have carefully read and understand this Release;


 


	 	4.	The
    Company advised me to consult with an attorney and/or any other advisors of my choice before signing this Release;


 


	 	5.	I
    understand that this Release is LEGALLY BINDING and by signing it I give up certain rights;


 


	 	6.	I
    have voluntarily chosen to enter into this Release and have not been forced or pressured in any way to sign it;


 






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	 	7.	I
    acknowledge and agree that the Separation Benefits are contingent on execution of this Release, which releases all of my claims
    against the Company and the Releasees, and I KNOWINGLY AND VOLUNTARILY AGREE TO RELEASE the Company and the Releasees
    from any and all claims I may have, known or unknown, in exchange for the benefits I have obtained by signing, and that these
    benefits are in addition to any benefit I would have otherwise received if I did not sign this Release;


 


	 	8.	I
    have seven (7) days after I sign this Release to revoke it by notifying the Company in writing. The Release will not become
    effective or enforceable until the seven (7) day revocation period has expired;


 


	 	9.	This
    Release includes a WAIVER OF ALL RIGHTS AND CLAIMS I may have under the Age Discrimination in Employment Act of 1967
    (29 U.S.C. §621 et seq.); and


 


	 	10.	This
    Release does not waive any rights or claims that may arise after this Release becomes effective, which is seven (7) days after
    I sign it, provided that I do not exercise my right to revoke this Agreement.


 


Intending to be legally bound, I have
signed this Release as of the date written below.


 


Signature: _________________________________                                                        Date
Signed: ___________________


 






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EXHIBIT B


 


INDEMNIFICATION AGREEMENT




 


 


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