HAVE SEVEN (7) DAYS FOLLOWING YOUR
EXECUTION OF THIS RELEASE AGREEMENT TO REVOKE THIS RELEASE AGREEMENT AND THIS
RELEASE AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION
PERIOD HAS EXPIRED; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS SECTION 3
(V) SHALL NOT APPLY TO YOUR RESIGNATION AS A MEMBER OF THE BOARD OF DIRECTORS OF
THE COMPANY, WHICH RESIGNATION SHALL REMAIN IN EFFECT IF YOU REVOKE THIS RELEASE
AGREEMENT.
ANY REVOCATION WITHIN THIS SEVEN (7) DAY PERIOD MUST BE SUBMITTED IN
WRITING AND PERSONALLY DELIVERED, OR MAILED ON THE 7TH DAY FOLLOWING YOUR
EXECUTION OF THIS RELEASE AGREEMENT TO GEOFF HEDRICK, CHAIRMAN & CEO, INNOVATIVE
SOLUTIONS & SUPPORT, INC., 720 PENNSYLVANIA DRIVE, EXTON, PA 19341.
NO PAYMENT
PROVIDED FOR IN SECTION 2 OR OTHERWISE IN THIS RELEASE AGREEMENT WILL BE MADE
UNTIL AFTER THE SEVEN (7) DAY PERIOD HAS EXPIRED AND THIS RELEASE AGREEMENT HAS
BECOME EFFECTIVE.
IF THIS RELEASE AGREEMENT IS REVOKED BY YOU THEN YOU SHALL
FORFEIT THE PAYMENT AND BENEFITS PROVIDED IN THIS RELEASE AGREEMENT AND THE
COMPANY SHALL NOT BE REQUIRED TO PROVIDE ANY SUCH PAYMENT, BENEFITS OR OTHER
CONSIDERATION; AND
(VI)
YOU AND THE COMPANY HAVE AGREED THAT NO
PROVISION OF THIS RELEASE AGREEMENT MAY BE MODIFIED, CHANGED, WAIVED OR
DISCHARGED UNLESS SUCH WAIVER, MODIFICATION, CHANGE OR DISCHARGE IS AGREED TO IN
WRITING AND SIGNED BY YOU AND THE COMPANY.
4.
FUTURE COOPERATION.
YOU AGREE TO
COOPERATE WITH ANY REASONABLE REQUEST BY THE COMPANY, AND WILL ASSIST THE
COMPANY, IN CONNECTION WITH ANY MATTER WITH WHICH YOU WERE INVOLVED OR ANY
EXISTING OR POTENTIAL CLAIM, INVESTIGATION, AUDIT, ADMINISTRATIVE PROCEEDING,
LAWSUIT OR OTHER LEGAL OR BUSINESS MATTER THAT AROSE DURING YOUR EMPLOYMENT BY
THE COMPANY.
SUCH COOPERATION SHALL (I) BE AT A TIME AND PLACE CONVENIENT TO
YOU, (II) BE COMPLETED BY TELEPHONE TO THE EXTENT REASONABLY POSSIBLE, AND
(III) NOT INTERFERE WITH YOUR ABILITY TO CARRY ON YOUR BUSINESS AFTER THE
SEPARATION DATE.
ANY COSTS INCURRED BY
YOU IN CONNECTION WITH THIS SECTION 4 SHALL BE REIMBURSED PROMPTLY.
IN
ADDITION, YOU AGREE TO IMMEDIATELY RETURN TO THE COMPANY THE LEASED AUTOMOBILE,
MOBILE COMMUNICATIONS DEVICE AND PERSONAL COMPUTER PROVIDED TO YOU BY THE
COMPANY DURING THE TERM OF YOUR EMPLOYMENT AND TO DELIVER, PRIOR TO DECEMBER 31,
2009, APPROPRIATE RECEIPTS DOCUMENTING YOUR EXPENSES IN RELOCATING FROM THE
VICINITY OF EXTON, PENNSYLVANIA TO THE UNITED KINGDOM.
5.
EMPLOYEE BREACH.
YOU ACKNOWLEDGE THAT
UPON ANY BREACH BY YOU OF ANY OF THE TERMS OF THIS RELEASE AGREEMENT, THE
COMPANY SHALL HAVE THE RIGHT TO SEEK ANY LEGAL OR EQUITABLE RELIEF THAT MAY BE
AVAILABLE.
6.
WITHHOLDING.
THE COMPANY MAY WITHHOLD
FROM ANY AMOUNTS PAYABLE OR PROVIDED UNDER THIS RELEASE AGREEMENT ALL FEDERAL,
STATE, LOCAL OR OTHER TAXES AS THE COMPANY IS REQUIRED TO WITHHOLD PURSUANT TO
ANY APPLICABLE LAW, REGULATION OR RULING.
YOU AGREE THAT THE LIABILITY FOR FULL
PAYMENT AND SATISFACTION OF ANY AND ALL TAXES OF ANY KIND AND ALL OTHER TAX
ATTRIBUTES ARISING OUT OF OR RELATING TO ANY AMOUNTS PAYABLE OR