AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

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1.            Definitions.  For purposes of this Agreement, all initially capitalized words and phrases used in this Agreement have the following meanings:

(a)            any Person or group of Persons together with its Affiliates, but excluding (i) the Company or any of its Subsidiaries, (ii) any employee benefit plans of the Company or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company);

(b)            the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

(c)            the consummation of a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company, such surviving entity or any parent thereof outstanding immediately after such merger or consolidation;

(d)            the stockholders of the Company approve a plan of complete liquidation or winding-up of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or

(e)            the occurrence of any transaction or series of transactions deemed by the Board to constitute a change in control of the Company.

2.            Employment and Duties.

(a)            The Company shall employ Executive as President and Chief Executive Officer.  Executive shall perform all duties that are consistent with this position and that may otherwise be assigned to Executive by the Board and shall report directly to the Board from time to time.

(b)            Executive agrees to (i) devote all necessary working time required of Executive's position; (ii) devote Executive's best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive's obligations under this Agreement.  Notwithstanding the foregoing, the Company acknowledges that Executive currently serves as the mayor of Cottonwood Heights, Utah, and agrees that the performance of Executive's duties in such elected office shall be permitted hereunder provided they do not unduly interfere with the performance of Executive's duties under this Agreement.

(c)            During Executive's employment Executive may (i) engage in community, charitable and educational activities (including, as specifically permitted by Section 2(b)); (ii) manage Executive's personal investments; (iii) act as a consultant or advisor with or without pay, provided, however, that such activities do not conflict or interfere with the performance of Executive's obligations under this Agreement or conflict with the interests of the Company and (iv) with the prior written notice to the  Board (or a designated committee thereof), serve on corporate boards or committees of up to two (2) public companies other than the Company and a reasonable number of privately held companies including companies operated or controlled by the Executive or a relative or family member of the Executive, provided, however, that such activities do not conflict or interfere with the performance of Executive's obligations under this Agreement or conflict with the interests of the Company.

(d)            Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company's employee handbook and Code of Business Conduct and Ethics. If this Agreement conflicts with such policies or procedures, this Agreement will control.

(e)            As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

3.            Term of Agreement.  The term of this Agreement shall be for a period of ten (10) years, commencing on the Effective Date and terminating on the tenth anniversary of the Effective Date (together with any and all Renewal Terms, as defined below, the "Employment Period"), provided, however, that the restrictive covenants applicable to and all post-termination obligations of Executive contained in Section 8 of this Agreement shall survive termination of this Agreement; provided, that following the initial ten-year Employment Period, the term of this Agreement shall be automatically renewed for successive one-year terms (each a "Renewal Term") without action by either Party; and provided, however, that the Company may terminate its obligations hereunder at the end of the initial ten-year Employment Period and any Renewal Term thereafter by giving Executive written notice of termination at least thirty (30) days and no more than ninety (90) days before the end of the initial ten-year term or the subsequent Renewal Term, as the case may be. 

4.            Compensation.  During the Employment Period, the compensation of the Executive shall be as provided by this Section 4.

(a)            Base Salary.  Company will pay to the Executive an annual base salary ("Base Salary") as determined from time to time by the Compensation Committee of the Board (the "Committee"), minus applicable withholdings, payable in accordance with the Company's normal payroll practices.  Executive's Base Salary will be adjusted at least bi-annually at the discretion of the Committee based upon the performance of Executive and the Company.  At the Effective Date, Executive's Base Salary shall be Two Hundred Thousand Dollars ($200,000).

(b)            Bonus.  During the Employment Period, Executive will be eligible to receive a bonus, in an amount as determined by the Committee in its sole discretion, for each quarter the Company's quarterly pre-tax profit exceeds Seventy-Five Thousand Dollars ($75,000) (the "Bonus"). The Bonus will be subject to all applicable withholdings and will be paid (to the extent earned) no later than 45 days from the end of the period in which the Bonus is earned.  .

(c)            Discretionary Bonus Pool.  In any quarter that pre-tax earnings of the Company exceed $75,000, the Committee shall allocate a discretionary bonus pool in the amount of $3000 which bonus pool shall be distributable at the sole discretion of Executive to management and other employees of the Company as incentive or bonus compensation on terms and conditions that Executive shall deem appropriate.

(d)            Incentive Savings and Retirement Plans. The Executive shall be entitled to participate, during the Employment Period, in all incentive (including annual and long-term incentive) savings and retirement plans, 401(k), practices, policies and programs generally available to other senior executives of the Company.

(e)            Welfare Benefits. Executive and/or the Executive's family, as the case may be, shall be entitled to participate in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs generally provided by the Company (including without limitation, medical, prescription, dental, disability, employee life, group life, dependent life, accidental death and travel accident insurance plans and programs) at a level that is equal to other senior executives of the Company.

(f)            Fringe Benefits.  Executive shall be entitled to participate in all fringe benefit programs generally provided by the Company to its senior executives.  As of the Effective Date, those fringe benefits include (i) use of a luxury class Company vehicle ("Company Vehicle") or a corresponding automobile allowance, including the payment of gas, oil, maintenance and insurance in connection with such Company Vehicle or allowance, as the case may be, (ii) life insurance benefit with a minimum face value of $100,000, with premiums paid by the Company, (iii) disability insurance benefits paid by the Company for the present UNUM policy or its replacement, and (iv) a term life insurance policy in the face amount of $750,000 with Executive as owner of the policy and beneficiaries as designated by Executive.  Executive acknowledges that the payment of benefits under this Section 4 (f), including, without limitation, Executive's personal use of the Company Vehicle, may be subject in part or full to withholding and payment of income and other taxes for which Executive shall be responsible.

(g)            Expenses.  Executive shall be entitled to receive prompt reimbursement for all reasonable employment-related expenses which are incurred by the Executive.  The Executive shall be reimbursed upon the Company's receipt of accountings in accordance with practices, policies and procedures applicable to senior executives of the Company.  Executive may retain all frequent traveler benefits accrued, including reimbursements as allowed by Company policy for the use of such benefits for work-related corporate travel. The Company will also provide a reasonable allowance to reimburse Executive for travel and lodging expenses for Executive's spouse to accompany him on a maximum of three (3) business trips per year made by Executive on Company business within the scope of his duties under this Agreement.

(h)            Office and Support Staff.  Executive shall be entitled to an office, furnishings, supplies, and other appointments, commensurate with the position occupied by Executive, all of which shall be adequate for the performance of the Executive's duties. Executive may hire staff to assist Executive in his duties.  Executive may use furnished supplies and equipment for reasonable non-business purposes.

(i)            Paid Time Off.  The Executive shall be entitled to up to six (6) weeks of paid time off ("PTO") per calendar year, with such additional PTO as approved by the Committee.  Such PTO shall accrue without cancellation, expiration or forfeiture, subject however to the policy of the Company that no PTO may be carried over from any prior year.

(j)            Stock Options.  Executive currently holds separately issued and fully-vested options (the "Options") to purchase 6,000 shares of the Company's common stock par value $.001 per share ("Common Stock") at $7.10 per share with an expiration date of November 22, 2015, and 8,000 shares of Common Stock at $8.60 per share with an expiration date of May 24, 2015. Subject to (i) the terms of the Incentive Plans, and (ii) Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the Options shall be deemed qualified Incentive Stock Options under Section 422 of the Code.

(k)            Restricted Stock Award.  Executive has been granted a restricted stock award pursuant to that certain Amended and Restated Restricted Stock Award Agreement, originally dated March 1, 2012 (the "Restricted Stock Award"), of 80,000 shares of Common Stock.  In furtherance of the Restricted Stock Award, the Company shall gross up the Executive's salary to minimize the tax implications related to the vesting of the Restricted Stock Award, up to an amount not to exceed 20 percent (20%) of the taxable value of such award.  The gross-up amount, if any, under this Section 4(k) will not be paid to Executive, but it will be applied by the Company against payment of any withholding obligation it may have in connection with the grant or the payments to be made under this Section 4(k).

(l)            Mandatory Payment.  Subject to the limitations set forth in this Section 4(l), Executive shall receive a mandatory payment in an aggregate amount of Five Hundred Thousand Dollars ($500,000)(the "Mandatory Payment").  Except as set forth below, the Mandatory Payment shall be paid to Executive in annual payments of Fifty Thousand Dollars ($50,000) during the Employment Period (collectively, the "Annual Payments"). Notwithstanding the foregoing, (i) if Executive's employment is terminated pursuant to Section 5(g), (A) before the fifth (5th) anniversary of the Effective Date, Executive shall be paid an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) minus the aggregate amount of the Annual Payments paid to Executive during the Employment Period as of the date of termination or (B) after the fifth (5th) anniversary of the Effective Date, Executive shall be paid an amount equal to Five Hundred Thousand Dollars ($500,000) minus the aggregate amount of the Annual Payments paid to Executive during the Employment Period as of the date of termination; or (ii) if Executive's employment is terminated pursuant to Section 5(a), 5(b), 5(c), 5(d), 5(f) or 5(h) at any time during the Employment Period, Executive shall be paid the Mandatory Payment in an amount equal to Five Hundred Thousand Dollars ($500,000) minus the aggregate amount of the Annual Payments paid to Executive during the Employment Period as of the date of termination.

5.            Termination.  This Agreement and Executive's employment may be terminated by any of the following events:

(a)            Expiration of the Employment Period;

(b)            Mutual written agreement between Executive and the Company at any time;

(c)            Executive's death;

(d)            Executive's Disability which renders Executive unable to perform the essential functions of Executive's job even with reasonable accommodation;

(e)            By the Company for Cause;

(f)            By Executive for Good Reason;

(g)            Resignation by Executive without Good Reason; or

(h)            Without Cause, which shall mean any termination of employment by the Company which is not defined in Section 5(a) through Section 5(g) above.

6.            Company's Post-Termination Obligations.

(a)            Termination under Sections 5(a), 5(b), 5(c), 5(d), 5(e) and 5(g).

(1)            If Executive's employment terminates for the reasons set forth in Section 5(c), Section 5(d), Section 5(e) or Section 5(g) above, then the Company will pay Executive (i) all accrued but unpaid wages, based on Executive's then current Base Salary, through the termination date; (ii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company's policies and submitted within five (5) business days of Executive's termination date; (iii) solely in the event this Agreement is terminated pursuant to either Section 5(c) or Section 5(d) during an annual Bonus period, all earned and accrued but unpaid Bonuses prorated to the date of Executive's death or Disability and the remaining balance of the Mandatory Payment in an amount equal to Five Hundred Thousand Dollars ($500,000) minus the aggregate amount of the Annual Payments paid to Executive during the Employment Period as of the date of termination (such amount, the "Balance of the Mandatory Payment").  Amounts payable pursuant to this Section 6(a)(1) above shall be paid within thirty (30) days of the Executive's termination date.

(2)          If Executive's employment terminates for any of the reasons set forth in Section 5(a) (due to a notice given by the Company pursuant to Section 3) or in Section 5(b) above, then the Company will pay Executive (i) all accrued but unpaid wages through the termination date, based on Executive's then current Base Salary; (ii) a separation payment equal to twelve (12) months of Executive's then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company's policies and submitted within five (5) business days of Executive's termination date; (iv) all accrued but unpaid PTO through the termination date, based on Executive's then current Base Salary; (v) all earned and accrued but unpaid Bonuses; (vi) the Balance of the Mandatory Payment then unpaid pursuant to the terms of this Agreement; and (vii) such other benefits and compensation to be mutually negotiated by the Parties.  Fifty percent (50%) of the amounts or benefits payable under this Sections 6(a)(2)(i), (ii), (iv), (v),(vi) and (vii) shall be paid on the first regularly scheduled payroll period occurring immediately following the expiration of the Severance Delay Period, with the balance to be paid ratably according to the scheduled payroll practices of the Company over the subsequent six (6) months. Payment of amounts or benefits under Section 6(a)(2)(iii) shall be made according to established policy of the Company.

(b)            Termination Under Sections 5(f) and 5(h).

(c)            The Company's obligation to provide the payments set forth in Section 6(a) and Section 6(b) above shall be conditioned upon the following (the "Separation Conditions"):

(d)            If Executive refuses to execute (or revokes) an effective separation agreement as set forth in Section 6(c) above prior to the expiration of the Severance Delay Period (or if any applicable revocation period has not yet ended prior to such time), the Company will not provide any payments or benefits to Executive under Section 6(a) and Section 6(b) until such separation agreement is fined.  The Company's obligation to make the separation payments set forth in Section 6(a) and Section 6(b) shall terminate immediately upon any breach by Executive of any post-termination obligations to which Executive is subject.

(e)            Except as provided in this Section 6, following termination of Executive's employment pursuant to Section 5, and except as provided in Section 7 in the event of a Change of Control, the Company shall have no other obligations for compensation of Executive.

7.            Change of Control.  Notwithstanding anything to the contrary in the Incentive Plans or any award agreement, upon a Change of Control, all of Executive's outstanding unvested equity-based awards (including, but not limited to, the Restricted Stock Award) granted pursuant to the Incentive Plans, at Executive's option, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof.

8.            Executive's Post-Termination Obligations.

(a)            Return of Materials.  Upon the termination of Executive's employment for any reason, Executive shall return to the Company all of the Company's property, including, but not limited to, keys, passcards, credit cards, customer lists, rolodexes, tapes, software, computer files, marketing and sales materials and any other property, record, document or piece of equipment belonging to the Company.

(b)            Set-Off.  If Executive has any outstanding obligations to the Company upon the termination of Executive's employment for any reason, Executive hereby authorizes the Company to deduct any amounts owed to the Company from Executive's final paycheck and/or any amounts that would otherwise be due to Executive, including under Section 6 or Section 7 above, but only to the extent such set-off is made in accordance with Treasury Regulation 1.409A-3(j)(4)(xiii).  No other set-off shall be permitted under this Agreement.

(c)            Non-Disparagement. During Executive's employment and upon the termination of Executive's employment with the Company for any reason, Executive shall not make any disparaging or defamatory statements, whether written or verbal, regarding the Company.

(d)            Restrictive Covenants. Executive acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and will not impair or infringe upon Executive's right to work or earn a living after Executive's employment with the Company terminates.

(e)            Trade Secrets and Confidential Information.

(i)            Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party.

(ii)            Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company's Business, except as authorized in writing by the Company; (B) during Executive's employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive's resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive's possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company's prior written consent.

(iii)            The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law.  The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.

(f)            Non-Competition.  During the Restricted Period, Executive agrees that Executive shall not perform services which are substantially similar and/or equivalent to the Duties, individually or on behalf of any person, firm, partnership, association, business organization, corporation or entity engaged in the Business within the Territory.  The Parties agree and acknowledge that (i) the periods of restriction and Territory of restriction contained in this Agreement are fair and reasonable in that they are reasonably required for the protection of the Company and that the Territory is the area in which Executive performs services for the Company and (ii) by having access to information concerning Employees and actual or prospective Customers of the Company or any of its Subsidiaries, Executive shall obtain a competitive advantage as to the Company.

(g)            Non-Solicitation of Customers.  During the Restricted Period, Executive will not, directly or indirectly, solicit any Customer of the Company for the purpose of providing any goods or services competitive with the Business within the Territory.  The restrictions set forth in this Section 8(g) apply only to the Customers with whom Executive had Contact.

(h)            Non-Recruitment of Employees.  During the Restricted Period, Executive will not, directly or indirectly, solicit, recruit or induce any Employee to (i) terminate his or her employment relationship with the Company or any of its Subsidiaries or (ii) work for any other person or entity engaged in the Business.

(i)            Resignation.  Upon the termination of Executive's employment with the Company for any reason and upon the request of the Company, Executive shall deliver to the Company a written resignation from all offices, membership on the Board and fiduciary positions in which Executive serves for the Company and each of its Subsidiaries and Affiliates.

9.            Work Product.  Executive's employment duties may include creating, developing and/or inventing in areas directly or indirectly related to the Business of the Company or to a line of business that the Company may reasonably be interested in pursuing.  If ownership of all right, title and interest to the legal rights in and to the Work Product will not vest exclusively in the Company, then, without further consideration, Executive assigns all presently-existing Work Product to the Company and agrees to assign, and automatically assigns, all future Work Product to the Company.  The Company will have the right to obtain, and hold in its own name, copyrights, patents, design registrations, proprietary database rights, trademarks, rights of publicity and any other protection available in the Work Product. At the Company's request, Executive agrees to perform, during or after Executive's employment with the Company, any acts to transfer, perfect and defend the Company's ownership of the Work Product, including, but not limited to (a) executing all documents (including a formal assignment to the Company) necessary for filing an application or registration for protection of the Work Product (an "Application"); (b) explaining the nature of the Work Product to persons designated by the Company; (c) reviewing Applications and other related papers; or (d) providing any other assistance reasonably required for the orderly prosecution of Applications.  Executive agrees to provide the Company with a written description of any Work Product in which Executive is involved (solely or jointly with others) and the circumstances attendant to the creation of such Work Product.

10.            License.  During Executive's employment and after Executive's employment with the Company terminates, Executive grants to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to (a) make, use, sell, copy, perform, display, distribute or otherwise utilize copies of the Licensed Materials; (b) prepare, use and distribute derivative works based upon the Licensed Materials; and (c) authorize others to do the same.  Executive shall notify the Company in writing of any Licensed Materials Executive delivers to the Company.

11.            Release.  During Executive's employment and after Executive's employment with the Company terminates, Company may, upon receiving written consent of Executive which consent will not be unreasonably withheld,  use  Executive's image, likeness, voice or other characteristics in the Company's products or services.  Executive releases the Company from any causes of action that Executive has or may have arising out of the use, distribution, adaptation, reproduction, broadcast or exhibition of such characteristics.

12.            Injunctive Relief.  Executive agrees that, if Executive breaches Section 8 of this Agreement, (a) the Company would suffer irreparable harm; (b) damages would be difficult to determine, and money damages alone would be an inadequate remedy for the injuries suffered by the Company; and (c) if the Company seeks injunctive relief to enforce this Agreement, Executive hereby waives and will not (i) assert any defense that the Company has an adequate remedy at law with respect to the breach; (ii) require that the Company submit proof of the economic value of any Trade Secret or Confidential Information; or (iii) require the Company to post a bond or any other security.  Nothing contained in this Agreement shall limit the Company's right to any other remedies at law or in equity.

13.            Payment of Defense Costs.  If Executive is individually named as a defendant in a lawsuit relating to or arising out of Executive's employment with the Company, then the Company agrees to pay the reasonable attorneys' fees and expenses Executive incurs in defending such lawsuit (the "Defense Costs").  The Company will not pay any damages or any other sums or relief for which Executive is held personally liable.  If Executive is held liable, then Executive agrees to reimburse the Company for all Defense Costs the Company paid to Executive or on Executive's behalf.  The Company's obligation under this Section 13 shall not apply to any claim or lawsuit brought by the Company against Executive. Payment of the Defense Costs shall be the Company's only obligation under this Section 13; provided, however, that nothing in this Section 13 shall be construed to limit either Party's rights or obligations under any indemnification agreement or the Company's organizational documents, as applicable.

14.            Clawback.  Notwithstanding anything contained herein to the contrary, any amounts paid or payable to Executive pursuant to this Agreement or otherwise by the Company, including, but not limited to, any equity compensation granted to Executive, may be subject to forfeiture or repayment to the Company in accordance with Code Section 409A and pursuant to any clawback policy as adopted by the Board from time to time, and Executive hereby agrees to be bound by any such policy.

15.            Severability.  The provisions of this Agreement are severable.  If any provision of this Agreement is determined to be unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law.  If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable.  The remaining provisions and any partially enforceable provisions shall remain in full force and effect.

16.            Attorneys' Fees.  In the event of litigation relating to this Agreement, the prevailing Party shall be entitled to recover attorneys' fees and costs of litigation in addition to all other remedies available at law or in equity.

17.            Waiver.  Either Party's failure to enforce any provision of this Agreement shall not act as a waiver of that or any other provision.  Either Party's waiver of any breach of this Agreement shall not act as a waiver of any other breach.

18.            Entire Agreement.  This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement.  This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating to the subject matter of this Agreement, including without limitation the Prior Agreements.  Other than the terms of this Agreement, no other representation, promise or agreement has been made with Executive to cause Executive to sign this Agreement.

19.            Amendments.  This Agreement may not be amended or modified except in a writing signed by both Parties.

20.            Successors and Assigns.  This Agreement shall be assignable to, and shall inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation or sale of a majority of the Company's stock or assets and shall be binding upon Executive. Executive shall not have the right to assign Executive's rights or obligations under this Agreement.  The covenants contained in Section 8 of this Agreement shall survive the termination of Executive's employment with the Company, regardless of which Party causes the termination or the reason for the termination.

21.            Governing Law.  The laws of the State of Utah shall govern this Agreement. If Utah's conflict of law rules would apply another state's laws, the Parties agree that Utah law shall still govern.

22.            No Strict Construction.  If there is a dispute about the language of this Agreement, the fact that one Party drafted this Agreement shall not be considered in its interpretation.

23.            Notices.  Whenever any notice is required, it shall be given in writing addressed as follows:

24.            Consent to Jurisdiction and Venue.  Executive agrees that any claim arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in Utah.  Executive consents to the personal jurisdiction of the state and/or federal courts located in Utah.  Executive waives (a) any objection to jurisdiction or venue, or (b) any defense claiming lack of jurisdiction or improper venue in any action brought in such courts.

25.            Affirmation.  Executive acknowledges that Executive has carefully read this Agreement, Executive knows and understands its terms and conditions and Executive has had the opportunity to ask the Company any questions Executive may have had prior to signing this Agreement.

26.            Compliance with Code Section 409A and Other Applicable Provisions of the Code.

(a)            It is intended that (i) each payment or installment of payments provided under this Agreement is a separate "payment" for purposes of Code Section 409A, and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay).  Notwithstanding anything to the contrary herein, if the Company determines (i) that on the date of Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) or at such other time that the Company determines to be relevant, Executive is a "specified employee" (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive's death.  Any payments delayed pursuant to this Section 26 shall be made in a lump sum on the first day of the seventh month following Executive's "separation from service" (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive's death.  It is intended that Agreement shall comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions.

(b)            In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of Executive's employment under this Agreement or thereafter provides for a "deferral of compensation" within the meaning of Code Section 409A, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit.

(c)            Notwithstanding anything herein to the contrary, a termination of Executive's employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A (and Treasury Regulation 1.409A-1(h)) (which, by definition, includes a separation from any other entity that would be deemed a single employer together with the Company for this purpose under Code Section 409A (and Treasury Regulation 1.409A-1(h)), and for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "termination date," or similar terms shall mean "separation from service."

(d)            For the avoidance of doubt, the Company shall pay any amounts that are due under this Agreement following Executive's termination of employment, death, Disability or other event within the periods of time that are specified in this Agreement, provided, however, that the Company, in its sole and absolute discretion, shall determine the date or dates on which any such payment shall be made during such specified period.

(e)            By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its Subsidiaries make any representations with respect to the application of Code Section 409A to any tax, economic or legal consequences of any payments payable to Executive hereunder.  Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Code Section 409A to the payments due to Executive hereunder, (ii) Executive retains full responsibility for the potential application of Code Section 409A to the tax and legal consequences of payments payable to Executive hereunder and (iii) the Company shall not indemnify or otherwise compensate Executive for any violation of Code Section 409A that my occur in connection with this Agreement.  The Parties agree to cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Code Section 409A.

·	Overall strategic planning, corporate direction and implementation of strategic plan.

·	General deployment of corporate assets.

·	Hiring of Company officers and other employees.

o	Establishment of incentive programs for Company officers and employees.

o	Approves capital expenditures for budget categories (as approved by the Board) or up to $50,000 if not included in annual budget.

·	Approval of major Company Policies and Procedures and exceptions to the same.

·	Interfaces with stock brokerages.

·	Approval of all corporate communications.

·	Assures compliance with all applicable laws and regulations (domestic/international) pertinent to the Company.

·	Review and Approval of all legal agreements to which the Company is a party.

o	Represents Company in strategic business transactions subject to the approval of the Board.

·	Management Team Chair.

·	Oversees implementation and compliance with Quality Systems.