1

 
practices, policies, restrictions and principles outlined by the Board in its Corporate PolicyGovernance Manual and amendments adopted thereto.3. Compensation and Benefits.     3.1 Salary. The Company shall pay the Employee, in periodic installments in accordancewith the Company’s customary payroll practices, an annual base salary of $260,000 for the one (1)year period commencing on the Commencement Date. Such salary may be subject to adjustment for costof living or other adjustments thereafter determined by the Chief Executive Officer of the Company.     3.2 Fringe Benefits. The Employee shall be entitled to participate in all bonus andbenefit programs that the Company establishes and makes available to its senior executives, if any,to the extent that Employee’s position, tenure, salary, age, health and other qualifications makehim eligible to participate. The Employee shall be entitled to Paid Time Off per the Company’s PaidTime Off Policy as set forth in the Company’s Human Resources Policies, Practices & ProceduresManual, to be taken at such times as may be approved by the Chief Executive Officer of the Company.     3.3 Reimbursement of Expenses. The Company shall reimburse the Employee for allreasonable travel, entertainment and other expenses incurred or paid by the Employee in connectionwith, or related to, the performance of his duties, responsibilities or services under thisAgreement, in accordance with policies and procedures, and subject to the limitations adopted bythe Company or the Board from time to time. In no event will such expense be reimbursed after theclose of the calendar year following the calendar year in which that expense is incurred. Theamount of reimbursements to which the Employee may become entitled in any one calendar year shallnot affect the amount of expenses eligible for reimbursement hereunder in any other calendar year.The Employee’s right to reimbursement cannot be liquidated or exchanged for any other benefit orpayment.     3.4 Bonuses; Incentive Compensation. Beginning in fiscal year 2008, the Employee shallbe eligible to receive an annual bonus (the “MIP Bonus”) up to an amount equal to forty percent(40%) of the Employee’s annual base salary upon the achievement of certain milestones as set forthin an annual Management Incentive Plan. Additional milestones may be established to increase theMIP bonus to a maximum amount equal to eighty percent (80%) of the Employee’s annual base salary.The specific annual milestones will be set each year by the Compensation Committee of the Board(the “Compensation Committee”). MIP Bonus payments are subject to approval by the CompensationCommittee and shall be pro-rated in the year of hire. The Employee must be an active, full-timeemployee on the date payment is made to be eligible. Any MIP Bonus awarded to the Employee shallbe paid by the 15th day of the third month following the close of the calendar year for which suchbonus is earned or as soon as administratively practicable thereafter, but in no event shall suchpayment be made prior to the first business day in January in the calendar year immediatelyfollowing the calendar year for which that bonus is earned or after April 30 of that calendar year.
2

 
     3.5 Stock Options. The Employee may be entitled to a grant of an option, subject toapproval of the Compensation Committee, to purchase up to 100,000 shares of common stock of theCompany, $0.00025 par value per share (“Common Stock”), at a purchase price equal to one hundredpercent (100%) of the fair market value of the Common Stock on the date of the grant (which dateshall be the date of Compensation Committee Approval), which options will vest over four (4) yearsas follows: twenty-five percent (25%) shall vest on the first anniversary of the date of grant andthen twenty-five percent (25%) annually on each anniversary of the date of grant thereafter untilfully vested.     3.6 Relocation Assistance. The Company will provide relocation assistance with theunderstanding that the Employee will be moving within close proximity to Company or PDS officeswithin a reasonable period of time. The Employee will receive reimbursement for relocationexpenses up to a maximum of $50,000, which amounts will be paid to the Employee upon submission ofreceipts for approved relocation expenses and will be subject to applicable income taxes whererequired by law. Approved relocation expenses include: moving household goods, house huntingtrips, home sales services and home buying services. The Employee must be an active, full-timeemployee on the date payment is made to be eligible for such relocation assistance.     3.7 Witholding. All salary, bonus and other compensation payable to the Employeeshall be subject to applicable withholding taxes.4. Termination of Employment Period. The employment of the Employee by the Company pursuantto this Agreement shall terminate upon the occurrence of any of the following:     4.1 Expiration of the Employment Period;     4.2 At the election of the Company, for Cause (as defined below), immediately upon writtennotice by the Company to the Employee, which notice shall identify the Cause upon which thetermination is based. For the purposes of this Section 4.2, “Cause” shall mean that (i) theEmployee has repeatedly failed to perform his assigned duties for the Company after ten (10) dayswritten notice and an opportunity to cure, (ii) the Employee has engaged in dishonesty, grossnegligence or misconduct materially detrimental to the Company’s interest or (iii) the convictionof the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to anycrime involving moral turpitude or any felony;     4.3 At the election of the Employee, for Good Reason (as defined below), immediately uponwritten notice by the Employee to the Company, which notice shall identify the Good Reason uponwhich the termination is based and provide thirty (30) days from receipt of notice for Company tocure such Good Reason. For the purposes of this Section 4.3, “Good Reason” for termination shallmean (i) a material adverse change in the Employee’s authority, duties or compensation without theprior written consent of the Employee, (ii) a material breach by the Company of the terms of thisAgreement,
3

 
which breach is not remedied by the Company within ten (10) days following receipt of writtennotice from the Employee to the Company notifying it of such breach, or (iii) the relocation of theEmployee’s place of work to a new location that is outside a radius of fifty (50) miles from theEmployee’s principal residence and outside a radius of twenty-five (25) miles from thelocation at which the Employee performed his principal duties for the Company and PDS immediatelyprior to the date of such change;     4.4 Upon the death or disability of the Employee. As used in this Agreement, the term“disability” shall mean the inability of the Employee, due to a physical or mental disability, fora period of ninety (90) days, whether or not consecutive, during any three hundred sixty (360)-dayperiod, to perform the services contemplated under this Agreement, with or without reasonableaccommodation as that term is defined under state or federal law. A determination of disabilityshall be made by a physician satisfactory to both the Employee and the Company; provided that, ifthe Employee and the Company do not agree on a physician, the Employee and the Company shall eachselect a physician and these two together shall select a third physician, whose determination as todisability shall be binding on all parties; or     4.5 At the election of either party, upon not less than one hundred eighty (180) days’ priorwritten notice of termination (the “Termination Notice Period”); provided, however, that if theCompany pays the Severance Amount pursuant to Section 5.1(b) below, then the Termination NoticePeriod shall automatically end on the date the Severance Period (as defined below) begins.5. Effect of Termination.     5.1 Payments Upon Termination.     (a) In the event the Employee’s employment is terminated pursuant to Section 4.1, Section 4.2or Section 4.4, or by the Employee pursuant to Section 4.5, the Company shall pay to the Employeethe compensation and benefits otherwise payable to him under Section 3 through the last day of hisactual employment by the Company.     (b) In the event the Employee’s employment is terminated by the Employee pursuant to Section4.3, or by the Company pursuant to Section 4.5, the following provisions shall apply:          (i) the Company shall continue to pay to the Employee his salary as in effect on the date oftermination and continue to provide to the Employee the other benefits owed to him under Section3.2 (to the extent such benefits can be provided to non-employees, or to the extent such benefitscannot be provided to non-employees, then the cash equivalent thereof) until the date one hundredeighty (180) days (the “Severance Period”) after the date of termination (the “Severance Amount”).Such Severance Amount shall be paid over the Severance Period in accordance with the Company’snormal payment practices for salaried employees, beginning with the first pay date within the60-day period following the Employee’s separation from service due to such
4

 
termination on which the requisite Release (as defined below) is effective following the expirationof any applicable revocation period, but in no event will the first such payment be made later thanthe last day of such 60-day period. Such Severance Period shall immediately terminate (andpayments made pursuant to this Section 5.1(b) shall cease) if the Employee fails to be reasonablycooperative, responsive or available for reasonable requests by the Company to the Employee toassist the Company pertaining to areas of the Company’s business of which the Employee is familiaras a result of his employment;          (ii) the Company shall pay to the Employee any pro-rated amounts due under Section 3.4, asdetermined by the Compensation Committee or the Chief Executive Officer of the Company, suchpayments to begin within the 60-day period following the Employee’s “separation from service” withthe Company (as determined in accordance with the provisions of Code Section 409A and the finalTreasury Regulations thereunder) due to such termination on which the requisite Release iseffective following the expiration of any applicable revocation period; and          (iii) the Employee’s options shall continue to vest during the Severance Period as proscribedunder Section 3.5.          (iv) Should the Employee elect under Code Section 4980B to continue health care coverage underthe Company’s group health plan for himself, his spouse and his eligible dependents following suchtermination date, then the Company shall provide such continued health care coverage at theCompany’s expense until the earlier of (i) the expiration of the 180-day period measuredfrom the date of such termination date or (ii) the first date the Employee is covered under anotheremployer’s heath benefit program which provides substantially the same level of benefits withoutexclusion for pre-existing medical conditions. Should the Company’s provision of such continuedhealth care coverage result in the recognition of taxable income (whether for federal, state orlocal income tax purposes) by the Employee or his spouse or other eligible dependent, then theEmployee and his spouse and dependents shall each be responsible for the payment of the income andemployment tax liability resulting from such coverage, and the Company will not provide any taxgross-up payments to the Employee (or any other person) with respect to such income and employmenttax liability.          (v) The Company shall make a lump sum cash payment, not to exceed $5,000, to cover the cost ofany other benefits to which the Employee would have been entitled under Section 3.2 of thisAgreement had he continued in employment for an additional one hundred eighty (180) days followingsuch termination date. Such payment shall be made to the Employee within the 60-day periodfollowing the Employee’s separation from service on which the requisite Release is effectivefollowing any applicable revocation period.          (vi) The payment to the Employee of the amounts payable under this Section 5.1(b) shallconstitute the sole remedy of the Employee in the event of a termination of the Employee’semployment under the circumstances set forth in this Section 5.1(b). The Employee shall not beentitled to any payments under this Section 5.1(b) unless and until the Employee executes a mutualgeneral release and waiver (a “Release”) in a form reasonably satisfactory to the CEO of theCompany or the Board.
5

 
     5.2 Section 409A. Certain payments contemplated by this Restated Agreement may be“deferred compensation” for purposes of Section 409A of the Code. Accordingly, the followingprovisions shall be in effect for purposes of avoiding or mitigating any adverse tax consequencesto the Employee under Code Section 409A.          (a) It is the intent of the parties that the provisions of this Agreement comply with allapplicable requirements of Code Section 409A. Accordingly, all provisions of this Agreement shallbe interpreted and applied in a manner that does not result in a violation of the applicablerequirements or limitations of Code Section 409A and the applicable Treasury Regulations thereunderand such provisions shall be amended to comply with Code Section 409A and the applicable TreasuryRegulations thereunder.          (b) Notwithstanding any provision to the contrary in this Agreement, no payments or benefitsto which the Employee may become entitled under Section 5.1(b) shall be made or provided to himprior to the ***earlier***of (i) the expiration of the six (6)-month period measured from the date ofhis separation from service with the Company (as determined in accordance with the provisions ofCode Section 409A and the final Treasury Regulations thereunder), or (ii) the date of his death,provided that the Employee is deemed, at the time of such separation from service, to be a “keyemployee” within the meaning of that term under Code Section 416(i) and is deemed, pursuant to theprocedures established by the Compensation Committee (in accordance with the applicable standardsof Code Section 409A and the Treasury Regulations thereunder) and applied on a consistent basis forall non-qualified deferred compensation plans of the “employer group” (as determined in accordancewith the provisions of Code Sections 414(b) and (c) and the final Treasury Regulations thereunder)subject to Code Section 409A, to be a “specified employee” at the time of such separation fromservice and such delayed commencement is otherwise required in order to avoid a prohibiteddistribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 5.2(b)(whether they would have otherwise been payable in a single sum or in installments in the absenceof such deferral) shall be paid or reimbursed to the Employee in a lump sum, and any remainingpayments and benefits due under this Agreement shall be paid or provided in accordance with thenormal payment dates specified for them herein. The specified employees subject to such a delayedcommencement date shall be identified on December 31 of each calendar year. If the Employee is soidentified on any such December 31, he shall have specified employee status for the twelve(12)-month period beginning on April 1 of the following calendar year.     5.3 Survival. The provisions of Sections 5.1(b), 5.2, 5.3, 6, 7.2, 8.3, 8.5 and 8.9shall survive the termination of this Agreement.6. Non-Competition and Non-Solicitation. The Employee shall execute, if not previouslyexecuted and still in effect, simultaneously with the execution of this Agreement, or otherwiseupon the request of the Company, the Company’s customary form of Non-Competition andNon-Solicitation Agreement and form of Invention Assignment and Confidential Information Agreement,substantially in the forms attached hereto as Exhibit A and Exhibit B,respectively.
6

 
7. Other Agreements.     7.1 Prior Agreements. The Employee represents that his performance of all the termsof this Agreement and the performance of his duties as an employee of the Company do not and willnot breach any agreement with any prior employer or other party to which the Employee is a party(including without limitation any nondisclosure or non-competition agreement). Any agreement towhich the Employee is a party relating to nondisclosure, non-competition or non-solicitation ofemployees or customers is listed on Schedule A attached hereto.     7.2 Executive Retention Agreement. Upon execution of this Agreement, the Company andthe Employee shall enter into the Executive Retention Agreement attached hereto as ExhibitC; provided, however, that if the Employee is terminated for any reason, and such terminationtriggers a payment (including benefits) to the Employee pursuant to the Executive RetentionAgreement, then the Employee shall receive payments (including benefits) solely pursuant to theExecutive Retention Agreement and not pursuant to this Agreement.8. Miscellaneous.     8.1 Notices. Any notice delivered under this Agreement shall be deemed duly deliveredfour (4) business days after it is sent by registered or certified mail, return receipt requested,postage prepaid, or one (1) business day after it is sent for next-business day delivery via areputable nationwide overnight courier service, in each case to the address of the recipient setforth on the signature page hereto. Either party may change the address to which notices are to bedelivered by giving notice of such change to the other party in the manner set forth in thisSection 8.1.     8.2 Pronouns. Whenever the context may require, any pronouns used in this Agreementshall include the corresponding masculine, feminine or neuter forms, and the singular forms ofnouns and pronouns shall include the plural, and vice versa.     8.3 Entire Agreement. This Agreement constitutes the entire agreement between theparties and supersedes all prior agreements and understandings, whether written or oral, relatingto the subject matter of this Agreement.     8.4 Amendment. This Agreement may be amended or modified only by a written instrumentexecuted by both the Company and the Employee.     8.5 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the Commonwealth of Pennsylvania (without reference to the conflicts of lawsprovisions thereof). Any action, suit or other legal proceeding arising under or relating to anyprovision of this Agreement shall be commenced only in a court of the Commonwealth of Pennsylvania(or, if appropriate, a federal court located within the Commonwealth of Pennsylvania), and theCompany and the Employee each
7

 
consents to the jurisdiction of such a court. The Company and the Employee each hereby irrevocablywaive any right to a trial by jury in any action, suit or other legal proceeding arising under orrelating to any provision of this Agreement.     8.6 Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of both parties and their respective successors and assigns, including any corporation withwhich, or into which, the Company may be merged or which may succeed to the Company’s assets orbusiness; provided, however, that the obligations of the Employee are personal and shall not beassigned by him. Notwithstanding the foregoing, if the Company is merged with or into a third partywhich is engaged in multiple lines of business, or if a third party engaged in multiple lines ofbusiness succeeds to the Company’s assets or business, then for purposes of this Agreement, theterm “Company” shall mean and refer to the business of the Company as it existed immediately priorto such event and as it subsequently develops and not to the third party’s other businesses.     8.7 Waivers. No delay or omission by the Company in exercising any right under thisAgreement shall operate as a waiver of that or any other right. A waiver or consent given by theCompany on any one occasion shall be effective only in that instance and shall not be construed asa bar or waiver of any right on any other occasion.     8.8 Captions. The captions of the sections of this Agreement are for convenience ofreference only and in no way define, limit or affect the scope or substance of any section of thisAgreement.     8.9 Severability. In case any provision of this Agreement shall be invalid, illegal orotherwise unenforceable, the validity, legality and enforceability of the remaining provisionsshall in no way be affected or impaired thereby.**[*****Signature Page Follows*****]**
8

 
THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THISAGREEMENT, HAS HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND HAS CONSULTED WITH COUNSEL ANDUNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year setforth above.BIO-IMAGING TECHNOLOGIES, INC.     By: /s/ Mark L. Weinstein  Name:  Mark L. Weinstein  Title: President & CEO  Address: 826 Newtown-Yardley Road    Newtown, Pennsylvania 18940  EMPLOYEE   /s/ Peter Benton 9/19/2008   Peter Benton  2 Hillard Lane  Gladstone, NJ 07934  
9

 
**Exhibit A****BIO-IMAGING TECHNOLOGIES, INC.**