EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (the “Agreement”) is made as of the 3rd day
      of October, 2007 (the “Effective Date”), between Thomas Equipment, Inc., a
      Delaware corporation (the “Company”), and Petter M. Etholm (the “Executive”).


     

    WHEREAS,
      the
      Company desires to employ the Executive and the Executive desires to be employed
      by the Company on the terms contained herein; 

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements herein contained and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows: 

     

    1. Term.
      The
      term of Executive’s employment under this Agreement (the “Term”) shall commence
      on the Effective Date and shall continue until terminated in accordance with
      Section 4. 

     

    2. Position
      and Duties.
      The
      Executive shall serve as the Chief Executive Officer and President of the
      Company and each of its subsidiaries, reporting to the Board of Directors of
      the
      Company (the “Board”) and shall have supervision and control over and
      responsibility for the day-to-day business and affairs and operations of the
      Company and each of its subsidiaries and shall have such other powers and duties
      as may from time to time be prescribed by the Board or a committee of
      independent directors of the Board, provided that such duties are consistent
      with the Executive’s positions or other positions that he may hold from time to
      time. The Executive shall devote his full working time and efforts to the
      business and affairs of the Company. The Executive may serve on other boards
      of
      directors, with the approval of the Board, or engage in religious, charitable
      or
      other community activities as long as such services and activities are disclosed
      to the Board and do not materially interfere with the Executive’s performance of
      his duties to the Company as provided in this Agreement. For so long as he
      serves as Chief Executive Officer and President of the Company, the Executive
      shall also serve as a Director of the Company, subject to election by the
      shareholders. 

     

    3. Compensation
      and Related Matters.

     

    (a) Base
      Salary.
      The
      Executive’s annual base salary shall be Three Hundred Thousand Dollars
      ($300,000), subject to the increase (but not decrease) by the Board or the
      Compensation Committee of the Board (the “Compensation Committee”). The base
      salary in effect at any given time is referred to herein as “Base Salary.” The
      Base Salary shall be payable in periodic installments in accordance with the
      Company’s usual practice for senior executives. 

     

    (b) Retention
      Bonus.
      In the
      event Executive remains employed with the Company until eighteen months after
      the Effective Date (“Retention Period”), the Company shall pay the Executive a
      Retention Bonus of Three Hundred Thousand Dollars ($300,000) (the “Retention
      Bonus”) provided,
      however, if
      during
      the Retention Period the Company terminates the Executive Without Cause as
      provided in Section 4(d) or Executive terminates his employment for Good Reason
      as provided in Section 4(e), the Company shall pay the Executive the Retention
      Bonus within ten (10) days of the Date of Termination.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (c) Quarterly
      Bonuses.
      The
      Executive shall be eligible to receive cash incentive compensation in the form
      of a quarterly bonuses based on performance objectives as determined
      by the
      Compensation Committee, on an annual basis, after consultation with the
      Executive (the “Quarterly Bonus Payments”). The aggregate of Executive’s target
      Quarterly Bonus Payments on an annualized basis shall be 70% of his Base Salary.
      The Quarterly Bonus Payments shall commence with the first full fiscal quarter
      subsequent to the Effective Date and shall be paid within 30 days after the
      end
      of each fiscal quarter. 

     

    (d) Initial
      Option Grant.
      On the
      Effective Date, the Company shall grant to Executive a fully vested and
      exercisable stock option with a ten year term to purchase sufficient shares
      of
      the common (also referred to as ordinary) stock of the Company (“Common Stock”)
      to equal the greater of (a) five percent (5%) of the outstanding Common Stock
      as
      of the date of grant, measured on a “Fully Diluted Basis", at the closing price
      share of Common Stock on the Effective Date. ( the “Initial Option Grant”). [In
      the event the Company establishes a stock option pool for its management
      personnel (“Option Pool”) and the Executive’s shares pursuant to the Initial
      Option Grant are less than thirty-three percent (33%)of the Option Pool, the
      Executive shall be awarded additional stock options to ensure that Executive
      has
      shares equivalent to thirty-three percent (33%)of the Company’s outstanding
      Common Stock.] For purposes of this Agreement, “Fully Diluted Basis” shall mean
      that the total number of issued and outstanding shares of the Common Stock,
      and:
      (i) all shares of Common Stock issuable on the conversion of all issued and
      outstanding securities then convertible into shares of Common Stock, and (ii)
      all shares of Common Stock issuable upon the exercise of all unexpired and
      valid
      options and warrants to purchase shares of Common Stock, whether or not such
      options or warrants are exercisable at such time. The
      Initial Option Grant shall remain outstanding for the entire ten year term
      regardless of Executive’s employment status during such period. 

     

    (e) Expenses.
      The
      Executive shall be entitled to receive prompt reimbursement for all reasonable
      expenses incurred by him in performing services hereunder during the Term,
      in
      accordance with the policies and procedures then in effect and established
      by
      the Company for its senior executive officers. In addition, the Executive shall
      be entitled to receive prompt reimbursement by the Company for all legal fees
      and expenses incurred by him in connection with the preparation and negotiation
      of this Agreement.

     

    (f) Vacation.
      The
      Executive shall be entitled to fifteen (15) paid vacation days in each calendar
      year, which shall be accrued ratably during the calendar year. The Executive
      shall also be entitled to all paid holidays given by the Company to its
      executives. The Executive may not, without the prior consent of the Board,
      carry
      forward more than ten (10) days of unused vacation entitlement to a
      subsequent calendar year. Any vacation entitlement that has not been used by
      the
      end of the calendar year or carried forward to the next calendar year shall
      be
      forfeited without pay. Upon
      termination of the Executive’s employment, for whatever reason, the Executive
      shall be entitled to salary in lieu of any accrued but unused
      vacation.

     


    
      
        
        

      

      
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    (g) Other
      Benefits.
      During
      the Term, the Executive shall be entitled to receive benefits under all of
      the
      Company’s Employee Benefit Plans in effect on the date hereof, or under plans or
      arrangements that provide the Executive with benefits at least substantially
      equivalent to those provided under such Employee Benefit Plans. As used herein,
      the term “Employee Benefit Plans” includes, without limitation, each pension and
      retirement plan; supplemental pension, retirement and deferred compensation
      plan; savings and profit-sharing plan; stock ownership plan; stock purchase
      plan; stock option plan; life insurance plan; medical insurance plan; disability
      plan; and health and accident plan or arrangement established and maintained
      by
      the Company on the date hereof for employees of the same status within the
      hierarchy of the Company. During the Term, the Executive shall be entitled
      to
      participate in or receive benefits under any employee benefit plan or
      arrangement which may, in the future, be made available by the Company to its
      executives and key management employees, subject to and on a basis consistent
      with the terms, conditions and overall administration of such plan or
      arrangement. 

     

    (h) Taxation
      of Payments and Benefits.
      The
      Employer shall undertake to make deductions, withholdings and tax reports with
      respect to payments and benefits under this Agreement to the extent that it
      reasonably and in good faith believes that it is required to make such
      deductions, withholdings and tax reports. Payments under this Agreement shall
      be
      in amounts net of any such deductions or withholdings. Except as expressly
      set
      forth in this Agreement, nothing in this Agreement shall be construed to require
      the Employer to make any payments to compensate the Executive for any adverse
      tax effect associated with any payments or benefits or for any deduction or
      withholding from any payment or benefit. 

     

    4. Termination.
      The
      Executive’s employment hereunder may be terminated without any breach of this
      Agreement under the following circumstances: 

     

    (a) Death.
      The
      Executive’s employment hereunder shall terminate upon his death. 

     

    (b) Disability.
      If the
      Executive shall be disabled so as to be unable to perform the essential
      functions of the Executive’s then existing position or positions under this
      Agreement with or without reasonable accommodation, the Board may remove the
      Executive from any responsibilities and/or reassign the Executive to another
      position with the Company for the remainder of the Term or during the period
      of
      such disability. Notwithstanding any such removal or reassignment, the Executive
      shall continue to receive the Executive’s full Base Salary (less any disability
      pay or sick pay benefits to which the Executive may be entitled under the
      Company’s policies) and benefits (except to the extent that the Executive may be
      ineligible for one or more such benefits under applicable plan terms) for six
      months. If any question shall arise as to whether during any period the
      Executive is disabled so as to be unable to perform the essential functions
      of
      the Executive’s then existing position or positions with or without reasonable
      accommodation, the Executive may, and at the request of the Company shall,
      submit to the Company a certification in reasonable detail by a physician
      selected by the Company to whom the Executive or the Executive’s guardian has no
      reasonable objection as to whether the Executive is so disabled or how long
      such
      disability is expected to continue, and such certification shall for the
      purposes of this Agreement be conclusive of the issue. The Executive shall
      cooperate with any reasonable request of the physician in connection with such
      certification. If such question shall arise and the Executive shall fail to
      submit such certification, the Company’s determination of such issue shall be
      binding on the Executive. Nothing in this Section 4(b) shall be construed
      to waive the Executive’s rights, if any, under existing law including, without
      limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601
et seq.
      and the
      Americans with Disabilities Act, 42 U.S.C. §12101 et
      seq.

     


    
      
        
        

      

      
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    (c) Termination
      by Company for Cause.
      At any
      time during the Term, the Company may terminate the Executive’s employment
      hereunder for Cause if such termination is approved by not less than a majority
      of the
      Board. For purposes of this Agreement, “Cause” shall mean: (A) conduct by
      the Executive constituting gross negligence or an act of willful misconduct
      in
      connection with the performance of his duties, including, without limitation,
      misappropriation of funds or property of the Company or any of its subsidiaries
      or affiliates other than the occasional, customary and de minimis use of Company
      property for personal purposes; (B) the conviction of or pleading
nolo
      contendere
      by the
      Executive of any felony involving deceit, dishonesty or fraud, or any conduct
      by
      the Executive that has resulted in material injury to the Company or any of
      its
      subsidiaries and affiliates; (C)  willful and deliberate non-performance by
      the Executive of his duties hereunder which has continued following written
      notice of such non-performance from the Board, provided
      however,
      Executive shall not be required to perform tasks or duties that, in Executive’s
      reasonable and good faith judgment, are contrary to legal or ethical principles
      and standards; (D) a breach by the Executive of any of his material
      obligations under this Agreement; (E) a material violation by the Executive
      of the Company’s employment policies which has continued following written
      notice of such violation from the Board, or (F) willful failure to
      cooperate with a bona fide internal investigation or an investigation by
      regulatory or law enforcement authorities, after being instructed by the Company
      to cooperate, or the willful destruction or failure to preserve documents or
      other materials known to be relevant to such investigation or the willful
      inducement of others to fail to cooperate or to produce documents or other
      materials. Anything to the contrary notwithstanding, (1) the Executive shall
      not
      be terminated for “Cause” within the meaning of clauses (C), (D), (E) or (F) of
      this subsection (c) unless written notice stating the basis for termination
      is
      provided to the Executive and he is given thirty (30) days to cure the basis
      for
      such claim and, if he fails to cure such basis, the Executive has an opportunity
      to be heard in person before the Board at a time and venue selected by the
      Board, and (2) the Executive shall not be terminated for “Cause” unless the
      Executive has an opportunity to be heard before the Board at a time and venue
      selected by the Board and after such opportunity to be heard there is a vote
      of
      not less than a majority of the Board, at a meeting of the Board called and
      held
      for such purpose, to terminate Executive for “Cause”. No action or inaction by
      the Executive shall be deemed to be “willful” under this Section 4(c) if such
      action or inaction was undertaken by the Executive in the good faith and
      reasonable belief that such act or omission was in, or not opposed to, the
      best
      interests of the Company.

     

    (d) Termination
      Without Cause.
      At any
      time during the Term, the Company may terminate the Executive’s employment
      hereunder without Cause if such termination is approved by a majority of the
      Board at a meeting of the Board called and held for such purpose.

     


    
      
        
        

      

      
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    (e) Termination
      by the Executive for Good Reason.
      At any
      time within two years following the initial existence of a Good Reason condition
      (as defined below), the Executive may terminate his employment hereunder for
      Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the
      Executive has complied with the “Good Reason Process” (hereinafter defined)
      following the occurrence of any of the following events: (A) a substantial
      diminution or other substantial adverse change, not consented to in writing
      by
      the Executive, in the nature or scope of the Executive’s responsibilities,
      authorities, powers, functions or duties; (B) any removal, from the
      Executive of his title of Chief Executive Officer and President that is not
      consented to in writing by the Executive; (C) a breach by the Company of
      any of its other material obligations under this Agreement; (D) the
      involuntary relocation of the Company’s offices at which the Executive is
      principally employed or the involuntary relocation of the offices of the
      Executive’s primary workgroup to a location more than fifty (50) miles from
      Boston, MA, or the requirement by the Company that the Executive be based
      anywhere other than the Company’s offices at such location, except for required
      travel on the Company’s business to an extent substantially consistent with the
      Executive’s business travel obligations, or (E) Executive being directed by the
      Board or the Company’s financial partner to perform tasks that, in Executive’s
      reasonable and good faith judgment, are contrary to legal or ethical principles
      and standards after the Executive has stated his objection to performing such
      tasks. “Good Reason Process” shall mean that (i) the Executive reasonably
      determines in good faith that a “Good Reason” event has occurred; (ii) the
      Executive notifies the Company in writing of the occurrence of the Good Reason
      event within sixty (60) days of the occurrence; (iii) the Executive
      cooperates in good faith with the Company’s efforts, for a period not less than
      thirty (30) days following such notice, to cure the Good Reason event; and
      (iv) notwithstanding such efforts, one or more of the Good Reason events
      continues to exist. If the Company cures the Good Reason event during the 30-day
      period, Good Reason shall be deemed not to have occurred. 

     

    (f) Termination
      by the Executive Without Good Reason.
      At any
      time during the Term, the Executive may terminate his employment hereunder
      without Good Reason by written notice to the Board at least thirty (30) days
      prior to such termination. Any such termination shall not constitute a breach
      of
      this Agreement by the Executive. 

     

    (g) Notice
      of Termination.
      Except
      for termination as specified in Section 4(a), any termination of the Executive’s
      employment by the Company or any such termination by the Executive shall be
      communicated by written Notice of Termination to the other party hereto.


     

    (h) Date
      of Termination.
“Date
      of Termination” shall mean: (A) if the Executive’s employment is terminated
      by his death, the date of his death; (B) if the Executive’s employment is
      terminated on account of disability under Section 4(b) or by the Company for
      Cause under Section 4(c), the date on which Notice of Termination is given;
      (C) if the Executive’s employment is terminated by the Company under
      Section 4(d), thirty(30) days after the date on which a Notice of
      Termination is given; and (D) if the Executive’s employment is terminated
      by the Executive under Section 4(e) or Section 4(f), thirty (30) days after
      the date on which a Notice of Termination is given. 

     

    5. Compensation
      Upon Termination.

     

    (a) Termination
      Generally.
      If the
      Executive’s employment with the Company is terminated for any reason during the
      Term, the Company shall pay or provide to the Executive (or to his authorized
      representative or estate) any earned but unpaid Base Salary, Quarterly Bonus
      Payments, prorated up until the Date of Termination, unpaid expense
      reimbursements, accrued but unused vacation and any vested benefits the
      Executive may have under any employee benefit plan of the Company (the “Accrued
      Benefit”) on the Date of Termination.

     


    
      
        
        

      

      
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    (b) Termination
      by the Company Without Cause or by the Executive with Good
      Reason.
      If the
      Executive’s employment is terminated by the Company without Cause as provided in
      Section 4(d), or the Executive terminates his employment for Good Reason as
      provided in Section 4(e), then the Company shall, through the Date of
      Termination, pay the Executive his Accrued Benefit. In addition, 

     

    (i) within
      ten (10) days of the Date of Termination, the Company shall pay the Executive
      a
      lump sum payment equal to the Executive’s annual Base Salary (the “Severance
      Amount”), 

     

    (ii) all
      stock-based and other equity awards held by the Executive shall vest and become
      exercisable or nonforfeitable as of the Date of Termination; 

     

    (iii) subject
      to the Executive’s election to continue health benefits and co-payment of
      premium amounts at the active employees’ rate, the Executive shall continue to
      participate in the Company’s group health, dental and vision program for
      12 months; provided,
      however,
      that the
      continuation of health benefits under this Section 5(b)(iii) shall reduce and
      count against the Executive’s rights under the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended (“COBRA”); 

     

    (iv) anything
      in this Agreement to the contrary notwithstanding, if at the time of the
      Executive’s termination of employment, the Executive is considered a “specified
      employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue
      Code of 1986, as amended (the “Code”), and if any payment that the Executive
      becomes entitled to under this Agreement would be considered deferred
      compensation subject to interest and additional tax imposed pursuant to Section
      409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i)
      of the Code, then no such payment shall be payable prior to the date that is
      the
      earlier of (i) six months after the Executive’s Date of Termination, (ii) the
      Executive’s death. 

     

    6. Liquidity
      Event.
      The
      provisions of this Section 6 set forth certain terms reached between the
      Executive and the Company regarding the Executive’s rights and obligations upon
      the occurrence of a Liquidity Event. These provisions are intended to assure
      and
      encourage in advance the Executive’s continued attention and dedication to his
      assigned duties and his objectivity during the pendency and after the occurrence
      of any such event. 

     

    (a)  Definition
      A
      “Liquidity Event” shall be deemed to have occurred upon the consummation of (A)
      any consolidation or merger of the Company where the stockholders of the
      Company, immediately prior to the consolidation or merger, would not,
      immediately after the consolidation or merger, beneficially own (as such term
      is
      defined in Rule 13d-3 under the Act), directly or indirectly, shares
      representing in the aggregate more than 50 percent of the voting shares of
      the
      Company issuing cash or securities in the consolidation or merger (or of its
      ultimate parent corporation, if any), or (B) any sale, lease, exchange or other
      transfer (in one transaction or a series of transactions contemplated or
      arranged by any party as a single plan) of all or substantially all of the
      assets of the Company.

     


    
      
        
        

      

      
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    (b) Transaction
      Bonus.
      Upon
      the closing of a transaction constituting a Liquidity Event the Executive shall
      be entitled to a “Transaction Bonus,” subject to the conditions set forth in
      this Section 6. 

     

    (c) Amount.
      The
      Transaction Bonus shall be three percent (3%) of all Net Shareholder Proceeds,
      provided,
      however,
      if the
      in the money value of the Initial Option Grant provided in Section 3(d), as
      determined at the time of the Liquidity Event, is greater than the would be
      Transaction Bonus, the Executive shall only be entitled to the Initial Option
      Grant and shall not receive the Transaction Bonus. Conversely, if the in the
      money value of the Initial Option Grant, as determined at the time of the
      Liquidity Event, is less than the would be Transaction Bonus, the Executive
      shall receive the Transaction Bonus and shall forfeit the Initial Option Grant.
      

     

    (d) “Net
      Shareholder Proceeds”
shall
      mean the aggregate proceeds received by the shareholders in the Liquidity Event
      transaction, excluding assumption of debt of any kind,
      determined without regard to (i) expenses and taxes incurred by the Company
      and
      the shareholders in connection with such transactions, or (ii) any Transaction
      Bonus payable under this Agreement or other Liquidity Event payments to other
      executives.

     

    (e) Value
      of Securities.
      If any
      portion of the purchase price is payable in the form of securities, whether
      equity or debt, the value of such securities for purposes of determining Net
      Shareholder Proceeds, will be determined based on the average closing price
      for
      such securities for the 20 trading days prior to the closing of the Liquidity
      Event. .

     

    (f) Employment
      Status.
      The
      Transaction Bonus shall be paid to the Executive upon the closing of the
      transaction constituting the Liquidity Event; provided
      that,
      unless
      Executive is Terminated Without Cause as provided in Section 4(d) or Executive
      terminated his employment for Good Reasons provided in Section 4(e), the
      Executive must remain employed with the Company on such date. 

     

    (g) Gross-Up
      Payment.
      Anything in this Agreement to the contrary notwithstanding, in the event it
      shall be determined that any compensation, payment or distribution by the
      Company to or for the benefit of the Executive, whether paid or payable or
      distributed or distributable pursuant to the terms of this Agreement or
      otherwise (the “Severance Payments”), would be subject to the excise tax imposed
      by Section 4999 of the Code, or any interest or penalties are incurred by the
      Executive with respect to such excise tax (such excise tax, together with any
      such interest and penalties, are hereinafter collectively referred to as the
      “Excise Tax”), then the Executive shall be entitled to receive an additional
      payment (a “Gross-Up Payment”) such that the net amount retained by the
      Executive, after deduction of any Excise Tax on the Severance Payments, any
      Federal, state, and local income tax, employment tax and Excise Tax upon the
      payment provided by this Section, and any interest and/or penalties assessed
      with respect to such Excise Tax, shall be equal to the Severance
      Payments.

     


    
      
        
        

      

      
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    (h) All
      determinations required to be made under Section 6(g), including whether a
      Gross-Up Payment is required and the amount of such Gross-Up Payment, shall
      be
      made by a nationally recognized accounting firm selected by the Company (the
      “Accounting Firm”), which shall provide detailed supporting calculations both to
      the Company and the Executive within three (3) business days prior to the
      closing of the Liquidity Event transaction, or at such earlier time as is
      reasonably requested by the Company or the Executive. For purposes of
      determining the amount of the Gross-Up Payment, the Executive shall be deemed
      to
      pay federal income taxes at the highest marginal rate of federal income taxation
      applicable to individuals for the calendar year in which the Gross-Up Payment
      is
      to be made, and state and local income taxes at the highest marginal rates
      of
      individual taxation in the state and locality of the Executive’s residence on
      the Date of Termination, net of the maximum reduction in federal income taxes
      which could be obtained from deduction of such state and local taxes. The
      initial Gross-Up Payment, if any, as determined pursuant to Section (g) shall
      be
      paid to the Executive at the same time as the Severance Payments to which the
      Gross Up Payment relates. If the Accounting Firm determines that no Excise
      Tax
      is payable by the Executive, the Company shall furnish the Executive with an
      opinion of counsel that failure to report the Excise Tax on the Executive’s
      applicable federal income tax return would not result in the imposition of
      a
      negligence or similar penalty. Any determination by the Accounting Firm shall
      be
      binding upon the Company and the Executive. 

     

    7. Indemnification.
      

     

    (a) As
      a
      material inducement to Executive to enter into this Agreement, the Company
      and
      the Executive have entered into an indemnification agreement (the
“Indemnification Agreement”). A fully executed copy of the Indemnification
      Agreement is attached hereto as Exhibit
      C.

     

    (b) The
      Company shall also use its best efforts to secure judicial approval for the
      indemnification of the Executive, to the fullest extent permitted by law, in
      the
      event of a bankruptcy filing or other court administered reorganization or
      liquidation process involving the Company.

     

    8. Directors’
      and Officers’ Insurance.
      

     

    (a) During
      the Term and for a period of three (3) years thereafter, the Company shall
      maintain directors’ and officers’ insurance, which shall include coverage of the
      Executive, in an aggregate amount of $7 million, in a form satisfactory to
      the
      Executive.

     

    (b) Upon
      the
      cancellation or non-renewal of the insurance described in Section 8(a), the
      Company shall purchase a six (6) year reporting tail for such insurance, which
      shall include coverage of the Executive, in a form satisfactory to the
      Executive.

     

    9. SEC
      Filings.
      The
      Company shall file all SEC reports in a form satisfactory to the Executive.
      In
      connection with such filings, the Executive shall be entitled to obtain and
      rely
      on certifications, in a form satisfactory to the Executive, from the Company’s
      current and former officers, management and employees.

     


    
      
        
        

      

      
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    10. Confidential
      Information and Cooperation.

     

    (a) Confidential
      Information.
      As used
      in this Agreement, “Confidential Information” means information belonging to the
      Company which is of value to the Company in the course of conducting its
      business and the disclosure of which could result in a competitive or other
      disadvantage to the Company. Confidential Information includes, without
      limitation, financial information, reports, and forecasts; inventions,
      improvements and other intellectual property; trade secrets; know-how; designs,
      processes or formulae; software; market or sales information or plans; customer
      lists; and business plans, prospects and opportunities (such as possible
      acquisitions or dispositions of businesses or facilities) which have been
      discussed or considered by the management of the Company. Confidential
      Information includes information developed by the Executive in the course of
      the
      Executive’s employment by the Company, as well as other information to which the
      Executive may have access in connection with the Executive’s employment.
      Confidential Information also includes the confidential information of others
      with which the Company has a business relationship. Notwithstanding the
      foregoing, Confidential Information does not include information in the public
      domain, unless due to breach of the Executive’s duties under Section
      10(b).

     

    (b) Confidentiality.
      The
      Executive understands and agrees that the Executive’s employment creates a
      relationship of confidence and trust between the Executive and the Company
      with
      respect to all Confidential Information. At all times, both during the
      Executive’s employment with the Company and after its termination, the Executive
      will keep in confidence and trust all such Confidential Information, and will
      not use or disclose any such Confidential Information without the written
      consent of the Company, except as may be necessary in the ordinary course of
      performing the Executive’s duties to the Company. Anything herein to the
      contrary notwithstanding, the provisions of this subsection (b) shall not apply
      (i) when disclosure is required by law or by any court, arbitrator, mediator
      or
      administrative or legislative body (including any committee thereof) with
      apparent jurisdiction to order the Executive to disclose or make accessible
      any
      information, provided that, unless otherwise prohibited by law, the Executive
      shall provide Company with prompt notice of any such requested or required
      disclosure and shall cooperate in all reasonable respects with the Company
      in
      any effort by the Company to prevent or otherwise contest such disclosure,
      or
      (ii) with respect to any other litigation, arbitration or mediation involving
      this Agreement, including, but not limited to, the enforcement of this
      Agreement.

     

    (c) Documents,
      Records, etc.
      All
      documents, records, data, apparatus, equipment and other physical property,
      whether or not pertaining to Confidential Information, which are furnished
      to
      the Executive by the Company or are produced by the Executive in connection
      with
      the Executive’s employment will be and remain the sole property of the Company.
      The Executive will return to the Company all such materials and property as
      and
      when requested by the Company. In any event, the Executive will return all
      such
      materials and property immediately upon termination of the Executive’s
      employment for any reason. The Executive will not retain with the Executive
      any
      such material or property or any copies thereof after such
      termination.

     


    
      
        
        

      

      
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    (d) Third-Party
      Agreements and Rights.
      The
      Executive hereby confirms that the Executive is not bound by the terms of any
      agreement with any previous employer or other party which restricts in any
      way
      the Executive’s use or disclosure of information or the Executive’s engagement
      in any business. The Executive represents to the Company that the Executive’s
      execution of this Agreement, the Executive’s employment with the Company and the
      performance of the Executive’s proposed duties for the Company will not violate
      any obligations the Executive may have to any such previous employer or other
      party. In the Executive’s work for the Company, the Executive will not disclose
      or make use of any information in violation of any agreements with or rights
      of
      any such previous employer or other party, and the Executive will not bring
      to
      the premises of the Company any copies or other tangible embodiments of
      non-public information belonging to or obtained from any such previous
      employment or other party.

     

    (e) Litigation
      and Regulatory Cooperation.
      During
      and after the Executive’s employment, upon reasonable notice adding normal
      business hours, the Executive shall cooperate fully with the Company in the
      defense or prosecution of any claims or actions now in existence or which may
      be
      brought in the future against or on behalf of the Company which relate to events
      or occurrences that transpired while the Executive was employed by the Company.
      The Executive’s cooperation in connection with such claims or actions shall
      include, but not be limited to, being available to meet with counsel to prepare
      for discovery or trial and to act as a witness on behalf of the Company at
      mutually convenient times. During and after the Executive’s employment, the
      Executive also shall cooperate fully with the Company in connection with any
      investigation or review of any federal, state or local regulatory authority
      as
      any such investigation or review relates to events or occurrences that
      transpired while the Executive was employed by the Company. The Company shall
      reimburse the Executive for any reasonable out-of-pocket expenses incurred
      in
      connection with the Executive’s performance of obligations pursuant to this
      Section 10(e). Such expenses shall include, but not limited to, travel costs
      consistent with the Company’s travel reimbursement policy then in effect, and
      legal fees to the extent that the Executive believes that there is or will
      be a
      conflict between his interests and the interests of the Company in connection
      with the matter about which the Company has requested cooperation and that,
      therefore, separate representation is warranted. In addition, following the
      Term, for all time the Executive expends in cooperating pursuant to this Section
      10(e), the Company shall compensate Executive at the rate of $145 per hour,
      provided,
      however, Executive’s
      right to compensation shall not apply to time spent in activities that could
      have been compelled pursuant to a subpoena, including testimony and related
      attendance at depositions, hearings or trials. The Executive’s entitlement to
      reimbursement of such expenses, including legal fees, shall in no way limit
      or
      affect the Executive’s rights to be indemnified and/or advanced expenses in
      accordance with the Company’s corporate documents, the Company’s insurance
      policies, as referenced in Section 8, and/or in accordance with the
      Indemnification Agreement referenced in Section 7

     

    11. Consent
      to Jurisdiction.
      The
      parties hereby consent to the jurisdiction of the Superior Court of the
      Commonwealth of Massachusetts and the United States District Court for the
      District of Massachusetts. Accordingly, with respect to any such court action,
      the Employer and the Executive (a) submit to the personal jurisdiction of such
      courts; (b) consent to service of process; and (c) waive any other requirement
      (whether imposed by statute, rule of court, or otherwise) with respect to
      personal jurisdiction or service of process.

     


    
      
        
        

      

      
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    12. Resolution
      of Disputes.
      Any
      claim or controversy arising out of or relating to this Agreement or the
      Executive's employment with the Company or the termination thereof (including,
      without limitation, any claims of unlawful employment discrimination whether
      based on age or otherwise) (collectively, "Covered Claims") shall, to the
      fullest extent provided by law, be resolved by binding arbitration to be held,
      unless otherwise agreed, in Boston, Massachusetts under the auspices of the
      American Arbitration Association (“AAA”), in accordance with the National Rules
      for the Resolution of Employment Disputes including, but not limited to, the
      rules and procedures applicable to the selection of arbitrators. In the event
      that any person or entity other than the Executive or the Company may be a
      party
      with regard to any such controversy or claim, such controversy or claim, to
      the
      extent involving such third party, shall be submitted to arbitration subject
      to
      such other person or entity’s agreement. Judgment upon the award rendered by the
      arbitrator(s) may be entered in any court having jurisdiction thereof. This
      Section 12 shall be specifically enforceable. 

     

    13. Entire
      Agreement and Binding Effect.
      This
      Agreement, the Escrow Agreement between the Company and Executive, a copy of
      which is attached hereto as Exhibit A, the Indemnification Agreement between
      the
      Company and Executive, a copy of which is attached hereto as Exhibit C, and
      each
      equity-related agreement executed by each of the Company and Executive as of
      the
      date hereof, contain the entire agreement of the parties with respect to the
      subject matter hereof and supersedes all prior communications, agreements and
      understandings, written or oral, and shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors, permitted assigns
      and legal representatives. Moreover, the Company shall require any successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business or assets of the Company to expressly
      assume and agree to perform this Agreement in the same manner and to the same
      extent that the Company would be required to perform if no such succession
      had
      taken place. Notwithstanding the foregoing, nothing in this Agreement shall
      be
      construed to affect Executive’s rights to equity compensation pursuant to
      applicable plans and agreements. 

     

    14. Enforceability.
      If any
      portion or provision of this Agreement (including, without limitation, any
      portion or provision of any section of this Agreement) shall to any extent
      be
      declared illegal or unenforceable by a court of competent jurisdiction, then
      the
      remainder of this Agreement, or the application of such portion or provision
      in
      circumstances other than those as to which it is so declared illegal or
      unenforceable, shall not be affected thereby, and each portion and provision
      of
      this Agreement shall be valid and enforceable to the fullest extent permitted
      by
      law.

     

    15. Waiver.
      No
      waiver of any provision hereof shall be effective unless made in writing and
      signed by the waiving party. The failure of any party to require the performance
      of any term or obligation of this Agreement, or the waiver by any party of
      any
      breach of this Agreement, shall not prevent any subsequent enforcement of such
      term or obligation or be deemed a waiver of any subsequent breach.

     

    16. 409A.
      All
      benefits and payments to the Executive hereunder are intended to be in
      accordance with Section 409A of the Code, and the Company shall have the right,
      acting reasonably, in good faith and upon prior notice to the Executive and/or
      when requested by the Executive, to amend or modify this Agreement, but only
      to
      the extent necessary to avoid the imposition of additional taxes, penalties
      and
      interest under such Section 409A; provided that such amendment or modification
      substantially preserves the value to the Executive of the affected benefit
      or
      payment.

     


    
      
        
        

      

      
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    17. Notices.
      Any
      notices, requests, demands and other communications provided for by this
      Agreement shall be sufficient if in writing and delivered in person or sent
      by a
      nationally recognized overnight courier service or by registered or certified
      mail, postage prepaid, return receipt requested, to the Executive at the last
      address the Executive has filed in writing with the Company or, in the case
      of
      the Company, at its main offices, attention of the Board.

     

    18. Amendment.
      This
      Agreement may be amended or modified only by a written instrument signed by
      the
      Executive and by a duly authorized representative of the Company.

     

    19. Governing
      Law.
      This is
      a Massachusetts contract and shall be construed under and be governed in all
      respects by the laws of the Commonwealth of Massachusetts, without giving effect
      to the conflict of laws principles of such Commonwealth. With respect to any
      disputes concerning federal law, such disputes shall be determined in accordance
      with the law as it would be interpreted and applied by the United States Court
      of Appeals for the First Circuit.

     

    20. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be taken to be an original; but such counterparts
      shall together constitute one and the same document.

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement effective on the date and year first above
      written.

     

    
      	 	
              Thomas
                Equipment, Inc.

            
	 	 	     

	 	 	     

	 	 	           
              
	 	
              By:

            	
              /s/
                MICHAEL LUTHER

            
	 	 	
              Name:
                Michael Luther

            
	 	 	
              Title:
                Chairman

            
	 	 	     

	 	 	     

	 	
              Petter
                M. Etholm

            
	 	 	     

	 	 	     

	 	
              /s/
                PETTER M. ETHOLM

            


    

    


     

    
      
        
        

      

      
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