Exhibit 10.43

    

    

    

    

    
      	
              

            	
              EMPLOYMENT

              AGREEMENT

            
	
              1700 Pennsylvania Ave. NW, Suite 560

              Washington, D.C. 20006

            	 


    

     

    

    Name

    Address

    City, State Zip

    

    

    PERSONAL & CONFIDENTIAL

    

    

    Dear First Name:

    The Letter Agreement is the restated agreement (the “Restated Agreement”) to your employment agreement dated month day, year between
      you and Ibex Global Solutions, Inc. (“Ibex”) (“Employment Agreement”).

    This Restated Agreement is effective as of          , 2020 (“Effective Date”)
        and is subject to your execution of this agreement (the “Agreement”) and execution of the Arbitration Agreement attached hereto as Exhibit B.  “Employment” means your employment by the Company under the terms of this Agreement, along with any resulting appointments as an officer or a director
        of the board of directors of the Company’s affiliates.  The Company and you are collectively referred to herein as the “Parties” and individually
        as a “Party”.

    1.          Position.  Your position with the Company remains Enter
          Title reporting to Bob Dechant, Chief Executive Officer or his designee as mutually agreed upon by you and the Chief Executive Officer.

    2.          Duties.  Update duties language here and performing additional
        duties for the Company or its affiliates as may be required from time to time, including those required by the CEO or the Board of Directors of the Company (with the Board of Directors being the “Board”, and the duties being collectively the “Duties”). You shall use your best efforts
        to further the interests of the Company and shall devote all of your business time and attention to performing your Duties hereunder.  You shall also comply at all times with the written policies of the Company as issued as of the date this
        Agreement or as later adopted or modified by the Company (“Company Policies”).

    3.          Covenants.  You hereby agree to the covenants and obligations set forth in Exhibit A to this Agreement.

    4.          Location.  Your home location will be your place of
          employment. You agree to travel as required to perform your Duties.

    5.          Compensation.

    a.          Base Salary.  You will earn base salary compensation at the annualized rate of $           (“Base Salary”), subject to normal
        payroll taxes and withholdings.  Your Base Salary shall be paid to you in accordance with the Company’s standard employee payroll schedule then in effect.  Your Base Salary is prospectively adjustable by the Company in its sole discretion, and such
        adjustments shall be effective only upon the Company’s delivery to you of written notice of such an adjustment.

    b.          Incentive.  You shall be eligible to earn incentive awards at          % of annualized base pay in accordance with the achievement of
        designated goals as a participant in the Company’s Management Incentive Plan (MIP).  Participation in the Plan and any Earned Awards will be paid in accordance with the terms and conditions of the Plan and are subject to any required taxes and
        withholdings.

    c.          Benefits.  There are no changes to your current benefits eligibility or PTO Plan.  The Company reserves the right to modify, amend and/or terminate any and all of its
        benefits plans at its discretion.

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    d.          Reimbursement of Expenses.  The Company will reimburse you for all reasonable expenses, including reasonable travel expenses for travelling to the Company’s offices in
        Washington DC, incurred or paid by you in connection with, or related to, the performance of your Duties, upon your presentation of documentation, expense statements, vouchers and/or such other supporting information as the Company may request.

    6.          Term and Termination. You will be an employee-at-will, and, subject to the terms and conditions of this Agreement, either you or the Company may
        terminate your employment at any time for any reason.  You agree to give the Company at least 60 days prior written notice in the event that you seek to terminate your employment, with the Company having the option to accept your resignation with
        immediate effect.

    	

          	a.	
            Severance. In the event that the Company terminates your
              employment for any reason other than death, disability or “Cause”, or you terminate your employment for “Good Reason”, you shall be entitled to the following severance rights, provided that, within 60 days (or such shorter period as the
              Company may designate) following termination of your employment, you have released the Company of all known and unknown claims (other than compensation already earned by your or contractually due to you under the terms of this Agreement or
              any vested restricted stock agreement, by executing and delivering to the Company a separation agreement and release on a form to be provided to you by the Company at such time (releasing all releasable claims other than to payments under
              Section 7 or outstanding vested or vesting equity and including among other things, obligations to cooperate with the Company and reaffirming your obligations under Exhibits A and B hereto):

          


    
      
        	

              	i.          	For a period of          	 months
                from the date of your termination (the “Severance Period”), you shall receive a monthly severance payment equal to the monthly equivalent of your Base Salary (the “Severance Payments”), payable in accordance with the Company’s normal
                payroll processing.  In the event that you are terminated on a day other than the first day of the month, your Severance Payments for the first and last month shall be prorated.  You shall immediately inform the Company in writing in the
                event you become subsequently employed during the Severance Period or if you engage in a consulting agreement with a term of greater than 6 months and compensation greater than $20,000 per month for a third party during the Severance
                Period.  In such an event, the Company’s Severance Payments to you will be reduced to 70% of your employment or contractor compensation during the Severance Period. Payment of the Severance under section 6(a) will commence in the first
                payroll period beginning after the Release becomes effective against you (provided that if the 60 day period for delivering an effective release ends in the calendar year subsequent to the calendar year in which your employment ended, no
                payment will be made before the first business day of such subsequent calendar year.


      

    

    	

          	ii.	
            During the Severance Period, you and your family shall continue to be allowed to participate in the Company’s benefit plans (excluding 401K) as set forth in the
              paragraph above at the same cost to you as the cost historically paid by you for such plans during the term of your employment.

          


    	

          	iii.	
            Provided that the termination of your employment occurs within six (6) months after a Change of Control of the Company, all of the restricted stock shall become
              accelerated in accordance with your Restricted Stock Agreement.  As used herein, a Change of Control of the Company shall only be deemed to occur upon (i) a sale of the Company to an unaffiliated party, or a merger of the Company, in each
              case where upon the completion of such transaction, an unaffiliated third party owns more than 50% of the issued voting stock of the Company; (ii) a sale of IBEX Limited (“IBEX”) to an unaffiliated party or a merger of IBEX, in each case
              where upon completion of such transaction, an unaffiliated party owns more than 50% of the issued voting stock of IBEX.

          


    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    	

          	b.	
            Cause. Cause shall exist upon (i) a material breach by you of
              this Agreement (including but not limited to Exhibit A), or your material violation of a Company Policy or law or regulation pertinent to the Company’s business or reputation; (ii) your failure after receipt of written notice thereof and 3
              days to cure such failure, to promptly follow any lawful directive of the Board of Directors; (iii) your engagement in any intentional misconduct or negligence in the performance of your Duties; (iv) your falsification of any reports or
              communications issued to any member of the Board of Directors or an employee, officer, agent, or director of IBEX, or any act by you of willful dishonesty, fraud, blackmail, or extortion as determined by the Board of Directors in its
              reasonable discretion; (v) your commission of any act in competition with or materially detrimental to the best interests of the Company; or (vi) your conviction of, or a plea of guilty or nolo contender to a felony or other crim involving
              moral turpitude.

          


    	

          	c.	
            Good Reason.  Good Reason shall exist upon (i) a material
              diminution in your Base Salary existing as of the date of this Agreement, other than as a result of a similar percentage reduction in the Base Salary of other members of the Company’s senior management; or (ii) the Company removing you from
              the office of Executive Vice President, Commercial and Client Operations. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute Good Reason unless (x) you give the
              Company a written notice of the purported Good Reason (no more than 30 days after the initial evidence of such event or circumstance, (y) such event or circumstance has not been corrected within 30 days following the Company’s receipt of such
              notice of termination and (z) the resignation becomes effective not more than 180 days following the date of notice.

          


    	

          	d.	
            Effect on Officer and Director Positions. If your employment
              ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions you then have with the Company or any affiliate (including IBEX), absent a contrary direction from the Board (which may include
              either a request to continue such service or a direction to cease serving upon notice).  You hereby irrevocably appoint the Company to be your attorney-in-fact to execute any documents and do anything in your name to effect your ceasing to
              serve as a director and officer of the Company and any affiliate, should you fail to resign following a request from the Board to do so.  A written notification signed by a director or duly authorized officer of the Company that any
              instrument, document or act falls within the authority conferred by this subsection will be conclusive evidence that it does so.  The Company will prepare any documents, pay any filing fees, and bear any other expenses related to this Section
              6(d).

          


    7.          Miscellaneous.

    a.          This Agreement
        constitutes the entire agreement between you and the Company concerning your Employment with the Company.  The Company and you agree that all understandings, oral agreements, and representations with respect to such Employment, whether made prior
        to or after your execution of this Agreement, are void and/or are superseded by this Agreement and may not be relied upon.  This Agreement cannot be modified, changed, or amended, except in a writing signed by you and a duly-authorized
        representative of the Company.  No waiver by the Company shall be effective unless set forth in a writing executed by an authorized representative of the Company.  This Agreement shall be binding upon and inure to the benefit of both Parties and
        their respective successors and assigns, including any entity with which, or into which, the Company may be merged or that may succeed to the Company’s assets or business, provided, however, that your obligations are personal and may not be
        assigned by you.

    b.          Any notice required by
        this Agreement shall be in writing and may be delivered personally, or by overnight courier, with respect to the Company, to the addresses of the Company’s headquarters, in all cases with an email copy to Christy O’Connor at Christy.OConnor@ibex.co
        and Robert T. Dechant at Bob.Dechant@ibex.co (or to any other email address that the Company may designate in writing to you), and with respect to you, to the address set forth in the signature block below or any other address that you may
        designate through written notice to the Company.  Notices delivered personally shall be deemed delivered upon receipt.  Notices delivered by overnight courier shall be deemed delivered on the business day immediately subsequent to placement of the
        notice with the overnight courier.

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    c.          As provided in the
        Arbitration Agreement attached hereto as Exhibit B, you hereby agree that in any claim or dispute arising out of, or related to this Agreement or to any aspect of Employment relationship, including but not limited to equitable or declaratory
        relief, the matter must be dealt with by binding arbitration under the terms of the Arbitration Agreement, except as explicitly excluded therein.  This includes without limitation, all matters relating to the Agreement’s formation, and validity,
        binding effect, interpretation, performance, breach or termination.  You agree that your sole recourse for any dispute arising out of your Employment or relating to the Company or its affiliates in any way (a “Dispute”) shall be against the Company only, and you hereby acknowledge and waive any right you may have to make any claim against any individual associated with the
        Company, its affiliates, or its shareholders or any past, present, or future, affiliate, director, officer, agent, employee or attorney of any of thereof.  All Disputes shall be kept as strictly confidential and may not be publicly disclosed or
        made available to the public in any way for any reason without the prior written consent of the Company.

    d.          This Agreement shall be
        governed by and construed in accordance with the laws of state where Employee’s position is located.  To the extent that the parties have agreed to arbitrate certain claims, nothing in this Agreement shall affect their respective obligations or
        ability to arbitrate such claims other than as provided in Section 7(c).

    e.          This Agreement may be
        executed in multiple counterparts, that together, when executed shall be an original and constitute one instrument.  Copies of signed counterparts that are sent via facsimile or transmitted electronically between the Parties shall be deemed to be
        originals for purposes of establishing execution by either or both Parties.  This restated Agreement may be executed electronically with record of the transaction held electronically by either or both Parties. Please formally record your acceptance
        of this restated Agreement by signing and completing the acknowledgement below.

    IN WITNESS HEREOF, the Parties
      have agreed to enter into this Agreement as of the date first set forth above:

    IBEX Global Solutions, Inc.

    1700 Pennsylvania Avenue NW, Suite 560, Washington, DC 20006, USA

     

    

    
      


    Name: Robert T. Dechant

    Title: Chief Executive Officer

    

    

    Employee’s signature:

     

    

    
      


    Print address:

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    EXHIBIT A

    COVENANTS AND OBLIGATIONS

    1.          Definitions.

    1.1          All
        capitalized terms not expressly defined in this Exhibit shall have their meaning as defined in the Agreement.

    1.2          “Company”
        means IBEX Global Solutions, Inc. and its holding company, Ibex Limited and  those entities controlling, controlled by, or under common control with, the Company, where “control” being deemed where the controlling entity holds 50% or more of the
        voting securities or membership interests of the controlled entity or otherwise has the power, directly or indirectly, to control the affairs of the controlled entity.  The “Company” shall be deemed to include, but not be limited to, IBEX Global
        Solutions PLC.

    1.3          “Confidential
        Information” means all information of any nature in any form, whether disclosed in writing, orally, or electronically, that is disclosed to or known by the Employee as a consequence of or through employment with Company, whether such information is
        developed by Company or its affiliates, or is submitted to Company in confidence by third parties.  Confidential Information will include, without limitation, all writings, memoranda, copies, reports, records, papers, surveys, analyses, drawings,
        letters, computer printouts, computer programs (source and object code), computer applications, computer processing techniques, methodologies, proposals, bids, processes, specifications, customer data (such as customer lists, identities, and
        requirements), contacts, licenses, business methods, business processes, business techniques, business plans, financial records, employee compensation, marketing plans, data, graphs, charts, sound recordings, pictorial representations, inventions,
        prototypes, and samples (whether or not patentable or copyrightable).  Confidential Information does not include information that was (i) part of the public domain at the time of disclosure to Employee or becomes part of the public domain, other
        than by a breach of an obligation to maintain confidentiality; (ii) acquired by Employee from a third party without an obligation of confidentiality; or (iii) approved for public release in writing by Company.

    1.4          “Effective
        Date” means the effective date of this Restated Agreement.

    1.5          “Intellectual
        Property Rights” means all of the world-wide legal rights of, in and to the following: (i) patents, patent applications, and invention disclosures; (ii) copyrights and works of authorship, including without limitation textual, masks, audio/visual
        works, “look and feel,” and derivative works; (iii) trademarks, service marks, trade names, and trade dress, together with all goodwill associated therewith; (iv) trade secrets, know-how, and proprietary and confidential information; (v) moral
        rights; (vi) design rights; (vii) domain names; (viii) any rights analogous to those set forth in the preceding clauses; and (ix) any applications, registrations, divisions, combinations, continuations, renewals, reissues, extensions, and
        translations of the foregoing (as applicable); whether existing on the Effective Date or thereafter filed, issued, or acquired.

    2.          Confidentiality.

    2.1          Non-Disclosure.  During Employee’s employment, the Company or its affiliates will disclose to the Employee Confidential Information as appropriate or necessary
        for Employee to perform his or her duties and any training associated therewith, and Employee will generate and contribute to Confidential Information in connection with Employee’s duties.  The Employee hereby covenants and agrees that he will not,
        during his or her employment and for the maximum period thereafter as permitted by law, disclose to any person, or use, any Confidential Information except as required in the course of employment with the Company.  Employee agrees to use his or her
        best efforts to prevent accidental or negligent loss or release of Confidential Information to any unauthorized persons or entities and will immediately notify the Company if any such loss or release occurs.

    2.2          Return of Company Property.  Employee agrees that, within five (5) days of the termination of my employment by me or by the Company for any reason, or for no
        reason, or during my employment if so requested by the Company, I will return to the Company (i) all Trade Secrets, Confidential Information, all other inventions and works of the Company in my possession, all apparatus, equipment, computers,
        telecommunication equipment and other physical property of the Company and (ii), all memoranda, notes, records, computer programs, computer files, drawings or other documentation, whether made or compiled by me alone or with others or made
        available to me while employed by the Company, excepting only (x) my personal copies of records relating to my compensation; (y) my personal copies of any materials previously distributed generally to stockholders or employees of the Company; and
        (z) my copy of this Agreement.

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    3.          Works Made for Hire.

    3.1          Works Made for Hire.  Employee acknowledges and agrees that to the extent permitted by law, all work papers, reports, memoranda, research materials,
        documentation, drawings, photographs, negatives, tapes and masters, prototypes, contributions to a collective work, audio/visual works, translations, supplementary works, compilations, instructional texts, and all other copyrightable materials
        generated by Employee during and in connection with Employee’s relationship with Employer, including without limitation, any and all such materials generated and maintained on any form of electronic media (collectively, “Works”) will be considered
        “works made for hire” and that authorship and ownership of any and all copyrights in any and all such works will belong solely to Employer, including all aspects, elements, and components thereof in which any copyright can subsist and all rights to
        apply for copyright registration or to prosecute any claim of infringement of such Works.

    3.2          Assignment of Works.  In consideration of Employee’s employment with the Company and the compensation received by Employee from the Company from time to time, to
        the extent that any Works are not deemed to be “works made for hire,” Employee hereby irrevocably transfers, grants, conveys, assigns, and relinquishes, and agrees to transfer, grant, convey, assign, and relinquish, all right, title, and interest
        in such Works, including all Intellectual Property Rights, to Employer, its successors, assigns, or nominees for no further consideration.

    4.          Inventions.

    4.1          Assignment of Inventions.  In consideration of Employee’s employment with the Company and the compensation received by Employee from the Company from time to
        time, Employee hereby transfers, grants, conveys, assigns, and relinquishes, and agrees to transfer, grant, convey, assign, and relinquish, to Employer, its successors, assigns, or nominees, all of Employee’s right, title, and interest (including
        all Intellectual Property Rights) in and to any ideas, discoveries, inventions, disclosures, and improvements (whether patentable or unpatentable) made, conceived, or suggested by Employee in whole or in part, either solely or jointly with others,
        during the course of Employee’s relationship with Employer or within one (1) year following termination of Employee’s relationship with Employer under this Agreement or any successor agreements, which were made with the use of Employer’s time,
        materials, or facilities or that is in any way within or related to the existing or contemplated scope of Employer’s business (collectively, the “Inventions”) as of the date of Employee’s termination.  Employer acknowledges and agrees that any
        invention, discovery, improvement, or patent application therefor made by Employee within one (1) year following termination of Employee’s relationship under this Agreement or any successor agreements will be presumed to be owned by Employer
        pursuant to this Section 4.1, unless Employee demonstrates through written records and other evidence that such invention, discovery, improvement, or patent application thereof made no use of any Confidential Information.

    4.2          Duty of Disclosure.  Employee acknowledges and agrees to communicate promptly and disclose to Employer, in such form and at such time as Employer Requests, all
        information, details, material, and data pertaining to any Inventions.

    4.3          Duty to Cooperate.  Upon request by Employer, Employee will, at any time during Employee’s relationship with Employer or after termination thereof, execute and
        deliver to Employer all appropriate documents and perform all acts which Employer may deserve in order to apply for, obtain, maintain, and prosecute any copyrights, trademarks, patents, or other Intellectual Property Rights in the Works and
        Inventions or in order to perfect the assignments and transfer of rights in and to the Works and Inventions hereunder, at the expense of Employer, but without further or additional consideration.

    4.4          Prior Intellectual Property Rights.  Prior to or concurrent with Employee’s execution this Agreement, Employee agrees to provide Employer with written notice of
        any actual ownership rights by Employee (or rights assigned to a prior employer(s)) to all copyrights, ideas, discoveries, inventions, disclosures, and improvements (whether patentable or unpatentable) made, conceived, or suggested by Employee in
        whole or in part, either solely or jointly with others, that: (i) exist as of the Effective Date; (ii) are not the subject of an existing patent, or pending or published patent application as of the Effective Date; and (iii) that are related to the
        business of the Company or of any of its affiliates (“Prior Intellectual Property Rights”).  Employee agrees that, other than the Prior Intellectual Property Rights set forth in such written notice, upon Employee’s execution of this Agreement, the
        Employee shall be presumed to have assigned pursuant to section 4.1, or to have incurred the obligation to assign pursuant to such section, to the Employer, its successors, assigns, or nominees, all copyrights, ideas, discoveries, inventions,
        disclosures, and improvements (whether patentable or unpatentable) made, conceived, or suggested by Employee in whole or in part, either solely or jointly with others, that are related to the business of the Company or of any of its affiliates,
        unless Employee demonstrates through written records and other evidence that such copyright, idea, discovery, invention, disclosure, or improvement made no use of any Confidential Information.

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    5.          Covenants.

    5.1          Notification to New Employer.  In the event that I leave the employ of IBEX, and I become employed by an employer engaged in or which proposes to be engaged in a
        business competitive with any business which the Company was engaged during my term of employment or in which during the term of my employment the Company proposed to enter or become engaged in, I hereby grant consent to notification by the Company
        to my new employer about my rights and obligations under this Agreement.

    5.2          Non-Solicitation of Employees and Consultants.  Employee agrees that for a period of one (1) year after my employment with, or affiliation
          with the Company, I will not recruit, hire or attempt to hire directly or by assisting others, any: (a) employee whom I  had personal contact while I was employed with the Company, without regard to Confidential Information, who is or was an
          employee with Company during the last year;  or  (b) consultant of the Company with whom I  had personal contact with for the purpose of providing and/or selling Company product or services while I was employed with the Company, without regard to
          Confidential Information, who is then employed or affiliated with the Company under a contract for a specified term which has not yet expired for any period of time that would interfere with the existing contract.  For the avoidance of doubt, the
          use of Confidential Information to solicit any employee or consultant away from the Company is prohibited for as long as the Confidential Information remains covered under Section 1.1 above.

    5.3          Non-Solicitation of Customers.  Employee agrees that while employed by the Company, I will have contact with and become aware of the Company’s customers and the
        representatives of those customers, their names and addresses, specific customer needs and requirements, and leads and references to prospective customers.  Employee further agrees that loss of such customers will cause the Company great and
        irreparable harm.  Employee agrees that during and for a period of one (1) year after any employment with, or affiliation with the Company, I will not to solicit or attempt to solicit any customer or former customer or prospective customer of the
        Company for the purpose of providing services which are competitive to the services offered by the Company.  This restriction shall apply only to any customer or former customer or prospective customer of the Company with whom Employee had contact
        on behalf of the Company during the last two (2) years of Employee’s employment with the Company (“Customers”).  For the purposes of this paragraph, “solicit” or “attempt to solicit” excludes announcements simply stating that Employee has entered
        into new employment at another business, but rather, means interaction between Employee and the customer, former customer or prospective customer which takes place without contact first being made by the customer, former customer or prospective
        customer to further the business relationship, or performing services for the customer, former customer or prospective customer on behalf of the Company. For the avoidance of doubt, the use of Confidential Information to solicit Customers for any
        but the Company is prohibited for as long as the Confidential Information remain covered under Section 1.1 above.

    5.4          Non-Compete.  Employee agrees that during his or her employment and for a one (1) period following termination of employment for any reason, Employee will not
        directly or indirectly engage, anywhere in the Restricted Area (as defined below), whether such engagement be as an individual, officer, director, proprietor, employee, partner, member, investor (other than solely as a holder of less than two
        percent (2%) of the outstanding capital stock of a corporation whose shares are publicly traded on a national securities exchange or through a national market system or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
        amended), creditor, consultant, advisor, sales representative, agent, or other participant, in a Restricted Business (as defined below).

    	

          	5.4.1	
            “Restricted Area” means the United States.  Employee hereby agrees and recognizes that the
                Company and its affiliates have a nationwide customer base, and thus that the geographic restrictions imposed by Section 5.3 are fair and reasonable.

          


    	

          	5.4.2	
            “Restricted Business” means any venture, enterprise, activity or business engaged in a business, directly or indirectly, similar to the actual or prospective business
              of the Company or of any of its affiliates as of the date of the termination of Employee’s employment from the Company, including without limitation, (i) any business who provides business process outsourcing services in or from the
              Restricted Area, including outsourcing services related to customer care, sales, or marketing; (ii) any business who provides software services or products relating to the operation of a call center, including but not limited to call center
              routing solutions, call center dialing software, and call center agent computer interfaces.

          


    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    5.5          Non-Disparagement.  Both parties agree that, during the term of Employee’s employment with the Company, and for a two year-period after the termination of such
        employment, neither party  shall disparage or criticize the other party, its corporate affiliates, nor any of their respective principals, directors, officers, or employees (unless such statements are made in connection with legal or other official
        process), including without limitation taking any actions that are or could be harmful to the other party’s goodwill with its customers, vendors, employees, the media or the public. For clarity, the response by the Company to any inquiry by giving
        dates of employment and no further information shall not be deemed a disparaging response.

    5.6          Devotion of Services.  Employee agrees that during the term of his or her
        employment with the Company, Employee will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of his or her
        employment, nor will he or she engage in any other activities that conflict with his or her obligations to the Company without the express written consent of the Chief Executive Officer of the Company.

    6.          General.

    6.1          Severability.  If any provision of this Agreement is found to be invalid, illegal, or unenforceable, then, notwithstanding such provision, all other provisions
        of this Agreement will remain in full force or effect, and the terms of such provision will be limited to the extent necessary to render the provision valid, legal, and enforceable.

    6.2          Other Agreements.  Employee hereby represent that his or her performance of all the terms of the Agreement and this Exhibit and the performance of his or her
        duties as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior to your employment with the Company.  You also
        represent that you are not a party to or subject to any restrictive covenants, legal restrictions, policies, commitments or other agreements in favor of any entity or person that would in any way preclude, inhibit, impair or limit your ability to
        perform your obligations under this Agreement, including noncompetition agreements or non-solicitation agreements, and you further represent that your performance
        of the duties and obligations under the Agreement does not violate the terms of any agreement to which you are a party.  You agree that you will not enter into any agreement or commitment or agree to any policy that would prevent or hinder your
        performance of duties and obligations under the Agreement.

    6.3          Injunctive Relief and Specific Performance.  Employee agrees that a breach of this Agreement (other than a breach of section 5.4) will result in irreparable and
        continuing harm to the Employer for which there is no adequate remedy at law.  Employee agrees that in the event of an actual, threatened, or intended breach of this Agreement by Employee, such breach shall be deemed to cause the Employer
        irreparable harm, and Employer will have the right to seek injunctive relief or specific performance in a court of law.  Employee hereby consents to the imposition of such relief, without the necessity of proof of actual damage, in order to prevent
        or restrain or restrain any such actual, threatened, or intended breach of this Agreement.  Employee agrees that injunctive relief and specific shall be cumulative to any other remedy that Employer may seek for a breach of this Agreement, including
        compensatory and punitive damages, and that Employer shall have the right to its reasonable attorney fees and costs incurred in enforcing any provision of this Agreement.

    6.4          Choice of Law and Venue.  This Agreement will be governed and construed by and in accordance with the laws of the state where Employee’s position is located. To
        the extent that the parties have agreed to arbitrate certain claims, nothing in this Agreement shall affect their respective obligations or ability to arbitrate such claims other than as provided in Section 6.2.

    6.5          Entire Agreement.  This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof and merges and
        supersedes all prior agreements, understandings, and representations with respect to such subject matter.  This Agreement may not be amended or modified other than through a writing signed by both parties.

    6.6          At-Will Status of Employee.  Nothing in this Agreement will be construed to alter Employee’s status as an “at-will” employee of Employer, and Employee
        acknowledges that Employee is an at-will employee of the Employer.  Employee understands that as an “at-will” employee, his or her employment with the Company may be terminated at any time without cause or notice by either the Company or the
        Employee.

    

    

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
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                  Washington, D.C. 20006

                	 


        

         

      

    

    EXHIBIT B

    ARBITRATION AGREEMENT

    A. Mutual Consent

    The Company and you mutually consent to the resolution, by final and binding arbitration, of any and all arbitrable
      claims or controversies ("claim"), except to the extent limited by Section B of this Arbitration Agreement, that the Company may have against you
      or that you may have against the Company, its affiliates, its shareholders, or their respective officers, directors, partners, owners, employees or agents in their capacity as such or otherwise, arising out of or relating to your Employment or any
      other relationship you have with the Company or its affiliates, including but not limited to, any claims arising out of or related to your Agreement or this Agreement to Arbitrate (this “Arbitration Agreement”) or the breach thereof, or any question relating to the Arbitration Agreement’s existence, validity or termination.  Legal disputes covered by this Arbitration Agreement include, but
      are not limited to: (i) claims or charges of discrimination (including, but not limited to, race, color, religion, creed, sex, sexual orientation, or sexual or other unlawful harassment, pregnancy, national origin, ancestry, age, physical or mental
      handicap or disability, genetic disposition or carrier status, marital status, veteran's status, retaliation, or any other category protected under applicable federal, state or local fair employment practices law and specifically including but not
      limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the
      Employee Retirement Income Security Act of 1974 (“ERISA”), any state fair employment practices (ii) claims for breach of contract or promissory estoppel; (iii)
      tort claims, wrongful discharge claims, defamation and unfair business practices claims; and (iv) claims for wages, commissions, bonuses, severance, stock options and other equity, employee benefits or other compensation, whether pursuant to
      contract, state wage and hour laws, the Fair Labor Standards Act, ERISA, or any other law concerning wages, compensation or employee benefits.

    The claims shall be settled
        exclusively by binding arbitration in accordance Employment Arbitration Rules and Mediation Procedures (“AAA Rules”) of American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any claim or controversy not submitted to arbitration in accordance with
        this Exhibit (other than claims covered by Exhibit A, claims for workers compensation, or claims that cannot legally be submitted to arbitration) shall be waived, and thereafter no arbitration panel or tribunal or court shall have the power to rule
        or make any award on any such claim or controversy.

    THE COMPANY AND YOU FULLY UNDERSTAND THAT, ABSENT THIS ARBITRATION AGREEMENT, LEGAL CLAIMS
      BETWEEN THE PARTIES COULD BE RESOLVED THROUGH THE COURTS AND A JURY BUT EXPRESSLY AGREE TO FOREGO THE TRADITIONAL LITIGATION SYSTEM IN FAVOR OF BINDING ARBITRATION.

    B. Claims Not Covered by this Arbitration Agreement

    The Arbitration Agreement does not apply to actions by the Company for injunctive and/or other equitable relief, including but not
      limited to claims for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which you understand and agree that the Company may seek and obtain relief from a court of competent
      jurisdiction.  You agree that any actions by you for injunctive, equitable, or declaratory relief, is covered by this Arbitration Agreement and is subject to arbitration.

    C.  Class Action Waiver

    Except as otherwise required under applicable law, the Parties agree that neither of them will assert class action or representative
      action claims against the other, whether in arbitration or otherwise, which actions are hereby waived; and each of the Parties shall only submit their own, individual claims in arbitration and will not seek to represent the interests of any other
      person.

    

    

    
      
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                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    D. Arbitration Rules and Applicable Law

    The Parties agree that the Federal Arbitration Act ("FAA") will govern this Arbitration Agreement and the interpretation and enforcement of the arbitration proceeding, including any actions to compel, enforce, vacate, or confirm proceedings, awards or orders issued by the
      Arbitrator. The Proceedings under this Arbitration Agreement will be administered by the AAA pursuant to the AAA Rules, except as provided in this Arbitration Agreement.  Except as provided in this Arbitration Agreement or the AAA Rules, the
      Arbitrator shall apply the state or federal law of Washington D.C., including laws establishing burdens of proof.  This Arbitration Agreement does not enlarge substantive rights of either party available under existing law.

    THE FACT OF ANY ARBITRATION, AND ANY PROCEEDINGS, CLAIMS, OR DISPUTES RELATING TO THE ARBITRATION, SHALL BE KEPT BY
      YOU AS STRICTLY CONFIDENTIAL, AND SHALL BE DEEMED TO BE THE COMPANY’S CONFIDENTIAL INFORMATION.

    E. Initiation of Arbitration and Time Limits

    A party may initiate arbitration proceedings under this Arbitration Agreement by serving a written Request for Arbitration on AAA forms
      (a “Request for Arbitration”).  The Request for Arbitration must describe the nature of the dispute and the specific remedy
      sought and must be simultaneously mailed to all other parties to the dispute. Except for a claim asserting fraudulent or intentional wrongdoing, a Request for Arbitration must be filed within one year of the date when the cause of action first arose
      or be deemed waived.  Any failure to timely request arbitration constitutes a complete waiver of all rights to raise any claims in any forum relating to any dispute that was subject to arbitration.  The time limitations in this paragraph are not
      subject to any type of tolling.

    F. The Arbitrator

    All disputes will be resolved by a single Arbitrator selected from a list provided by the AAA pursuant to the AAA Rules.  The
      Arbitrator has the authority to determine the arbitrability of the dispute itself and to rule on any motions regarding discovery or the pleadings, including motions to dismiss and for summary judgment, and, in doing so, shall apply the standards set
      forth in the Federal Rules of Civil Procedure (except as otherwise set forth in this Arbitration Agreement), and to order any and all equitable or legal relief which a party could obtain from a court of competent jurisdiction on the basis of the
      claims made in the dispute.  The arbitrator shall have no power to vary or ignore the terms of this Arbitration and shall be bound by controlling law and the Federal Rules of Evidence.

    G. Hearing Location and Language

    Unless the parties agree otherwise in writing, the hearing shall take place at the Company’s offices in Washington DC.

    H. Arbitration Fees and Costs

    The Company shall pay any filing fee and the fees and costs of the arbitrator; provided, however, that if you are the party initiating
      the arbitration, you will pay an amount equivalent to the filing fee that you would have paid to file a civil action or initiate a claim in the court of general jurisdiction in the state in which you performed services for the Company.  Each party
      shall pay for its own costs and attorneys’ fees, if any; provided, however that the arbitrator will award reasonable attorney’s fees and costs to the prevailing party in any arbitration, unless otherwise prohibited by law.

    I. Severability

    In the event that any provision of this Arbitration Agreement is determined by the Arbitrator or by a court of competent jurisdiction
      to be illegal, invalid or unenforceable to any extent, such provision shall be enforced to the extent permissible under the law and all remaining provisions of this Arbitration Agreement shall remain in full force and effect.

    

    

    
      
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                  Washington, D.C. 20006

                	 


        

         

      

    

    

    

    J. Miscellaneous Provisions

    1.          The
        parties understand and agree that their promises to arbitrate claims, rather than to litigate them before courts or other bodies, provide consideration for each other.

    2.          This
        Arbitration Agreement to arbitrate shall survive the termination of your Employment with the Company.  It can only be revoked or modified in writing signed by the authorized representatives of the parties, which specifically states intent to revoke
        or modified this Arbitration Agreement.  Only the Board of the Company can revoke or modify this Arbitration Agreement on behalf of the Company.

    3.          Notwithstanding
        anything to the contrary herein, to the extent that you seek to subpoena, or otherwise legally compel, a third party for information or testimony, and if such third party is an actual, past, or prospective customer of the Company or its affiliates,
        or is an employee, officer, or director of such customer, then no subpoena or other legal process may be issued to such third party unless:

    	

          	i.	
            the Company agrees in writing to the issuance of the subpoena or legal process; or

          


    	

          	ii.	
            upon written motion from you seeking to issue the subpoena or legal process, in which motion you shall have the burden of persuasion and the burden of proof, the
              Arbitrator finds good cause to issue such subpoena or legal process.

          


    4.          This
        Arbitration Agreement, together with the employment agreement to which it is attached, is the complete agreement of the parties on the subject of arbitration of disputes.

    5.          This
        Arbitration Agreement is not, and shall not be construed to create, any contract of employment, express or implied.

    

    

    IN WITNESS HEREOF, the Parties
      have agreed to enter into this Arbitration Agreement as of the date set forth on the first page of the employment agreement:

    

    

    IBEX GLOBAL SOLUTIONS, INC.

    1700 Pennsylvania Avenue NW, Suite 560, Washington, DC 20006, USA

     

    

    

    

    
      


    Name: Robert T. Dechant

    Title: Chief Executive Officer

    

    

    Employee’s signature:

     

    

    

    

    
      


    Name:

    
      
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                  EMPLOYMENT

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                  Washington, D.C. 20006

                	 


        

         

      

    

    EXHIBIT B

    

    

    DIRECT DIALOGUE PROGRAM

    AND

    MUTUAL AGREEMENT TO ARBITRATE

    

    

    A New Way to Resolve Workplace Problems

    

    

    We understand that problems can occur even in the best companies. The Company offers multiple ways in which problems may be addressed,
      such as our Open Door Policy and Progressive Coaching and Discipline Policy, all discussed in the Employee Handbook. We encourage all employees to review these policies and to follow them as appropriate. However, there are times when an informal
      approach may not be suitable. Our goal is always to resolve problems in the most prompt, effective manner. Our Direct Dialogue Program provides a more structured process to help us resolve differences together in a timely and objective manner. At the
      same time, it provides a process that protects your legal rights. At the Company, we are committed to building strong working relationships. We do that in many ways including the Direct Dialogue Program.

    INTERNAL PROCESS

    Step 1: Open Communication with Your Direct Supervisor

    At our company, the door is always open. The Direct Dialogue Program builds on our foundation of trust by defining a process that
      encourages you to first talk to the right person, a person who can help when you have a work-related question or concern. Often, questions you have can be answered quickly if you talk directly to your supervisor. Your supervisor wants to keep our
      company running smoothly, and that includes quickly and fairly addressing any concerns that arise. If for any reason you not comfortable with contacting your supervisor, you should contact your Human Resources Representative for your location by
      following Step 2, below. The opportunity to move directly to Step 2 is designed to assist you in situations where for any reason you are not comfortable
        with Step 1.

    Step 2: Open Communication with the Your Human Resources Representative

    If you have already talked with your supervisor (or are uncomfortable with talking with your supervisor), and still feel that your
      question has not been answered to your satisfaction, you can communicate with your Human Resources Representative. To assist your Human Resources Representative with the quickest and best resolution, we ask that you answer the following five
      questions in writing, and give your answers to your Human Resources Representative. The five questions are:

    	

          	•	
            What is the problem?

          


    	

          	•	
            When did you discuss it with your supervisor?

          


    	

          	•	
            What response did you receive?

          


    	

          	•	
            Why do you disagree with the response?

          


    	

          	•	
            What do you think the proper solution should be?

          


    If you have already taken Step 1, then you must file your written answers to these questions with your Human
      Resources Representative within one week of the date of the meeting with your supervisor. We ask this so that problems can be addressed quickly and efficiently.

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
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                  Washington, D.C. 20006

                	 


        

         

      

    

    Step 3: Open Communication with the Chief People Officer

    If you have communicated with your Human Resources Representative and the problem is still unresolved, the next step is communication
      with the Company’s Chief People Officer. When you ask our Chief People Officer to become involved, we ask that you:

    	

          	•	
            Make your request in writing, specifying what has happened thus far, and why you do not feel it has been appropriately addressed; and

          


    	

          	•	
            Attach a copy of your answers to the five questions listed in Step 2.

          


    

    

    Your request to the Chief People Officer must be filed within one week of the date when you receive the Step 2
      response, so your problem can be addressed quickly and efficiently.

    The role of the Chief People Officer is to facilitate discussion and problem-solving. The Chief People Officer will listen to your
      input and seek to find a mutually acceptable resolution, if possible.  If for any reason you remain unsatisfied after communicating with the Chief People Officer, the next steps in the Direct Dialogue Program are Mediation and, if necessary,
      Arbitration, covered in the following pages.

    MEDIATION AND ARBITRATION - GENERAL

    What Claims Are Subject to Mediation and Arbitration?

    The claims covered by this Direct Dialogue Program ("Program") and the Agreement to Arbitrate ("Agreement") pertain to any disputes
      arising out of your employment or termination of employment with IBEX Global Solutions, Inc. (“Company”) (including claims against employees, Officers, and Directors of the Company and its affiliates arising out of or related to any disputes, and
      include, but are not limited to, the following: claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, discrimination
      based on race, gender, sexual orientation, religion, national origin, age, pregnancy, marital status, or medical condition, handicap or disability; including any claims covered by Title VII of the Civil Rights Act of 1964, the ADA, the ADEA, the FMLA
      and the FLSA); claims for retaliation; physical, mental or psychological injury, (arising out of your employment or termination of employment); claims for benefits (except where an employee benefit or retirement plan specifies that its claims
      procedure shall culminate in an arbitration procedure different from this one); claims for violations of local laws governing employment relations; and claims for violation of any other federal, state or other governmental law, statute, regulation,
      or ordinance, except claims excluded below.

    It is specifically agreed that the claims covered by this Program and Agreement include (1) any claims of spouses or descendants of
      the Employee that would otherwise be covered by this Program and Agreement if it were a claim of the Employee, and (2) any claims of the Employee as a member or representative of a class, or in any other manner as a member or representative of a
      group.  See Paragraph A – Mutual Consent, under “Agreement to Arbitrate,” below.

    Claims Not Covered by this Program and Agreement

    The Program and Agreement do not apply to claims for Workers' Compensation Benefits; claims for unemployment benefits; administrative
      claims before the National Labor Relations Board, the Equal Employment Opportunity Commission or any parallel state or local agency. Participation in any administrative proceeding by the Company shall not affect the applicability of this Program or
      Agreement upon termination of the administrative proceeding; criminal complaints; and/or actions by the Company for injunctive and/or other equitable relief, including but not limited to claims for unfair competition and/or the use and/or
      unauthorized disclosure of trade secrets or confidential information, as to which Employee understands and agrees that the Company may seek and obtain relief from any court of competent jurisdiction.

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    Filing and Fees

    The American Arbitration Association (AAA) charges a fee for filing a request for mediation/arbitration. In addition to this filing
      fee, a fee must be paid to the mediator/arbitrator for Employee’s or her services. If you request mediation/arbitration, your share of these fees will
        be $100 for hourly employees or $150 for salaried employees and must be paid when you file the Dispute Processing Form. The Company will pay any remaining AAA filing fees for mediation/arbitration as well as all other fees and expenses
      charged by the mediator/arbitrator or the AAA for this process. All fee payments are processed through the AAA, and the mediator/arbitrator has no knowledge with regard to which party pays the fees. However, you may elect to pay up to one-half of
      these fees and expenses if you so desire.

    Mediation

    The AAA will work with you and the Company to find a time and place that is convenient for all parties to meet as a group or,
      individually, with the mediator. The mediator will listen to both sides of the story, ask questions and help the parties focus on the strengths and weaknesses of their positions.

    Arbitration

    If either party has a covered problem that has not been resolved through our internal process, including mediation, the party can
      request arbitration, which is a process where both you and the Company have an impartial, outside party make a final decision that is binding on both you and the Company.  Arbitration is a process in which a skilled arbitrator (similar to a judge)
      hears both sides of the situation and then makes a final and binding decision. Decisions by the arbitrator are generally made according to the same principles of law that control decisions by courts. Arbitrators can award the same damages or remedies
      as a court of law. By accepting employment and/or continuing your employment with the Company, you agree to be bound by the Agreement to Arbitrate set forth below.

    In certain cases, attorney fees and other expenses may be assessed against either you or the Company. For example, the arbitrator may
      assess attorney fees against you or the Company if either party makes a claim that is frivolous, or is factually or legally groundless, or if there is a written agreement that provides for a payment of attorney fees.

    

    

    
      
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                  EMPLOYMENT

                  AGREEMENT

                
	
                  1700 Pennsylvania Ave. NW, Suite 560

                  Washington, D.C. 20006

                	 


        

         

      

    

    AGREEMENT TO ARBITRATE

    A. Mutual Consent

    The Company and Employee mutually consent to the resolution, by final and binding arbitration, of any and all
      claims or controversies ("claim") that the Company may have against Employee or that Employee may have against the Company or its officers, directors, partners, owners, employees or agents in their capacity as such or otherwise, whether or not
      arising out of the employment relationship (or its termination), including but not limited to, any claims arising out of or related to this Agreement to Arbitrate (this “Agreement”) or the breach thereof.

    This Agreement
        specifically excludes from claims subject to arbitration any and all disputes or actions of any and all kinds that may arise from any confidentiality or other agreement between you and the Company, or under any applicable law, under which the Company may seek injunctive or other equitable relief for breach of any covenant or applicable law, including but not limited to claims for
        unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which you understand and agree that the Company may seek and obtain relief from any court of competent jurisdiction.

    The claims covered by this Agreement include (1) any claims of spouses or descendants of the
      Employee that would otherwise be covered by this Program and Agreement if it were a claim of the Employee, and (2) any claims of the Employee as a member or
          representative of a class, or in any other manner as a member or representative of a group. Parties to the Agreement waive any right they may otherwise have to pursue, file, participate in, or be represented in any claim brought in any court on a
          class basis or as a collective action or representative action.  This waiver applies to any claim that is covered by the Agreement to the full extent such waiver is permitted by law. All claims subject to the Agreement must be mediated and
          arbitrated as individual claims.  The Agreement specifically prohibits the mediation or arbitration of any claim on a class basis or as a collective action or representative action, and the arbitrator shall have no authority or jurisdiction to
          enter an award or otherwise provide relief on a class, collective or representative basis.  The Parties to the Agreement, therefore, do not waive and specifically retain a right to appeal in a court of competent jurisdiction any determination or
          award of an arbitrator made in contravention to this section, including without limitation, a determination (i) that a claim may proceed as a class, collective or representative action; or (ii) that awards relief on a class, collective, or
          representative basis.  In such appeal, the standard of review to be applied to the arbitrator’s decision shall be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury.

    The claims shall be settled exclusively by binding arbitration in accordance with the Employment Dispute
      Resolution Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    THE COMPANY AND EMPLOYEE FULLY UNDERSTAND THAT, ABSENT THIS AGREEMENT, LEGAL CLAIMS BETWEEN
        THEM COULD BE RESOLVED THROUGH THE COURTS AND A JURY, BUT THE PARTIES EXPRESSLY AGREE TO FOREGO THE TRADITIONAL LITIGATION SYSTEM IN FAVOR OF BINDING ARBITRATION.

    B. Arbitration Rules and Applicable Law

    The Parties agree that the Federal Arbitration Act ("FAA") will govern this Agreement to Arbitrate ("Agreement") and the
      interpretation and enforcement of the arbitration proceeding, including any actions to compel, enforce, vacate, or confirm proceedings, awards or orders issued by the Arbitrator.  Proceedings under this Agreement will be administered by the AAA
      pursuant to its National Rules for the Resolution of Employment Disputes, except as provided in this Agreement. Except as provided in this Agreement or the AAA rules, the Arbitrator shall apply the state or federal law which would be applied by a
      federal court of competent jurisdiction, including laws establishing burdens of proof. This Agreement does not enlarge substantive rights of either party available under existing law.

    
      
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                  Washington, D.C. 20006

                	 


        

         

      

    

    C. Initiation of Arbitration and Time Limits

    A party may initiate arbitration proceedings under this Agreement by serving a written Request for Arbitration on AAA forms. The
      Request for Arbitration must describe the nature of the dispute and the specific remedy sought, and must be simultaneously mailed to all other parties to the dispute. Alternatively, employees of the Company may initiate arbitration proceedings by
      submitting a written Request for Arbitration (see attached form) to the Company's Human Resources Department, together with a $100 filing fee if an hourly employee or $150 if a salaried employee, which will promptly forward the Request to AAA. A
      Request for Arbitration must be filed within one (1) year of the date when the dispute first arose, unless the claim arises under a specific statute providing for a longer time to file a claim, in which case the statute shall govern. Any failure to
      timely request arbitration constitutes a complete waiver of all rights to raise any claims in any forum relating to any dispute that was subject to arbitration. The time limitations in this paragraph are not subject to any type of tolling.

    D. The Arbitrator

    All disputes will be resolved by a single Arbitrator selected from a list provided by AAA pursuant to AAA rules. The Arbitrator has
      the authority to rule on any motions regarding discovery or the pleadings, including motions to dismiss and for summary judgment, and, in doing so, shall apply the standards set forth in the Federal Rules of Civil Procedure, and to order any and all
      equitable or legal relief which a party could obtain from a court of competent jurisdiction on the basis of the claims made in the dispute. The arbitrator shall have no power to vary or ignore the terms of this Agreement and shall be bound by
      controlling law and the Federal Rules of Evidence.

    E. Hearing Location

    Unless the parties agree otherwise in writing, the hearing shall take place at the Company’s executive offices.

    F. Arbitration Fees and Costs

    The parties shall be responsible for their own attorneys' fees, witness fees, transcripts, copy costs, postponement/cancellation fees,
      travel, and discovery costs. If an employee initiates arbitration under this Agreement, he or she shall pay the first $100 of the filing fee if an hourly employee or $150 if a salaried employee, payable in full when the Request for Arbitration is
      filed. A Request for Arbitration shall not be deemed filed until this portion of the filing fee is tendered by the employee. The Company will be responsible for the balance of any filing fee and all other fees and administrative costs of the
      arbitration, except as set forth above.

    G. Severability

    In the event that any provision of this Agreement is determined by the Arbitrator or by a court of competent jurisdiction to be
      illegal, invalid or unenforceable to any extent, such provision shall be enforced to the extent permissible under the law and all remaining provisions of this Agreement shall remain in full force and effect.

    H. Miscellaneous Provisions

    1. The parties understand and agree that their promises to arbitrate claims, rather than to litigate them before courts or other
      bodies, provide consideration for each other.

    2. This Agreement to arbitrate shall survive the termination of Employee's employment. It can only be revoked or modified in writing
      signed by the parties, which specifically states intent to revoke or modified this Agreement. Only the CEO of the Company can revoke or modify this Agreement on behalf of the Company.

    
      
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                  EMPLOYMENT

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                  Washington, D.C. 20006

                	 


        

         

      

    

    3. This is the complete Agreement of the parties on the subject of arbitration of disputes, except for any arbitration agreement in
      connection with any retirement or benefit plan. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject.

    4. This Agreement is not, and shall not be construed to create, any contract of employment, express or implied. Nor does this
      Agreement in any way alter the "at will" nature of the employment relationship, which either party remains free to terminate at any time with or without cause or notice.

    

    

    DIRECT DIALOGUE PROGRAM

    AND

    MUTUAL AGREEMENT TO MEDIATE/ARBITRATE

    ACKNOWLEDGMENT AND ACCEPTANCE

    By my signature below, I acknowledge that I have received and read the Direct Dialogue Program and Mutual Agreement to
      Mediate/Arbitrate and will abide by it as a condition of my employment.

    I understand that this program requires all covered disputes to be submitted to a mediator and (if necessary) an arbitrator, rather
      than a judge and jury in court. In anticipation of gaining the benefits of a fair and efficient method for resolving such disputes, I agree to all of the terms of, and to use the procedure described in, this Policy for the resolution of all covered
      claims. I also agree that any award made by an arbitrator will be binding on the Company, me, my representatives, parents, guardians, assigns, beneficiaries, spouse, children and heirs. I further acknowledge that the Direct Dialogue Program and
      Agreement to Mediate/Arbitrate do not create a contract of employment between the Company and me.

    

    

    EMPLOYEE

    

    	
            Name:

          	 	 
	
            Signature:

          	 	 
	
            Date:

          	 	 


    

    

    
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