RETIREMENT AGREEMENT

Employment Period.

The Parties agree that Executive shall remain an active employee of the Company through July 15, 2017 (with the date of this Agreement through such date being the “Employment Period”).

Executive shall continue to serve as Executive Vice President and General Counsel of the Company through the end of the Employment Period. Upon and following the date on which a new General Counsel has assumed his/her position as General Counsel, if such occurs during the Employment Period, Executive shall remain employed with the Company for the remainder of the Employment Period, but shall give up his title and role as General Counsel, and shall not participate actively in any management decisions or other meetings or activities, except that he shall perform such duties as reasonably requested by the Chief Executive Officer through the end of the Employment Period. In addition, through the end of the Employment Period, the Company shall provide Executive office space to the extent practicable, and reasonable access to secretarial services, although Company agrees that Executive may work remotely during the Employment Period, and Company will provide a charge number for Executive to record his time during the Employment Period. Effective as of the end of the Employment Period, Executive hereby resigns all positions with the Company and its affiliates.

Notwithstanding the Severance Agreement, in no event shall Executive be entitled to any benefits described in and pursuant to Section 3 of the Severance Agreement, and Executive shall not be deemed to have been terminated without “cause” or to have resigned for “good reason” for purposes of the Severance Agreement or any other plan or agreement covering Executive, provided Company is not in breach of this Retirement Agreement.

Compensation During Employment Period.

Base Salary. During the Employment Period, Executive shall continue to be paid his base salary (the “Base Salary”) at the rate in effect on the Effective Date (i.e., at the rate of $575,000 per annum), in accordance with the Company’s standard payroll procedures.

2017 Bonus. Executive shall not be entitled to a cash bonus for 2017.

Employee Benefits. During the Employment Period, Executive shall be entitled to actively participate in the Company’s employee benefit plans in accordance with applicable plan and program terms as in effect from time-to-time. Upon the end of the Employment Period, Executive’s rights under each such plan and program shall be determined in accordance with the terms of such plans and programs as in effect from time-to-time as applicable to a retiring Executive Officer qualifying for Special Retirement treatment. Upon the end of the Employment Period, Executive shall also be entitled to exercise his COBRA rights.

Equity Awards. Executive’s outstanding equity awards in the Company shall continue to vest in accordance with their terms during the Employment Period and, subject to the terms of any clawback policy of the Company in effect for senior executives, all such vested awards, and awards which vest upon retirement as an Executive Officer qualified for Special Retirement treatment, shall be non-forfeitable as of the end of the Employment Period. In addition, upon the end of the Employment Period, Executive shall be treated as if he retired as an Executive Officer and as eligible and qualified for special retirement treatment with respect to all his equity awards. A summary of the vesting treatment of all outstanding awards (as of the date of this Agreement), is provided in Exhibit A hereof.    

Termination of Employment Upon End of Employment Period. Promptly following the Release of Claims referred to in Section 6 becoming irrevocable, the Company shall pay Executive the following amounts: (i) a cash payment for accrued Base Salary and accrued but unused paid time off (the “Accrued Obligations”); (ii) a cash payment of $691,423 in lieu of any severance payment he would otherwise be entitled to pursuant to the Severance Agreement; (iii) a cash payment of $63,000 in lieu of health, life disability and other insurance-related amounts that Executive would have been entitled to receive pursuant to the Severance Agreement if he had elected to receive the benefits thereunder;

Termination Without Cause. If the Company terminates Executive’s employment without Cause (as defined in the Severance Agreement) prior to the end of the Employment Period, Executive will receive any and all payments and benefits to which he is, or would have otherwise been, entitled pursuant to the Severance Agreement, (and shall not receive any further payments or benefits pursuant to this Agreement), except and provided that Executive will receive any and all payments and benefits that Executive would have been entitled to receive as a Retiring Executive Officer qualified for Special Retirement treatment under any employee benefit or equity plans.

Executive Covenants. As consideration for the payments and benefits described herein, Executive hereby agrees to the following covenants in order to protect the Company’s goodwill and confidential information:

Without the express written consent of the Chief Executive Officer of the Company, during the twelve (12) months following the end of the Employment Period, Executive will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined below), whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, oversees, controls or materially affects the design, operation, research, manufacture, marketing, sale or distribution of Competitive Products or Services (as defined below) of or by a Restricted Company. “Restricted Company” is defined as those entities named as competitors in the Company’s most recently filed SEC Form 10-K, and (i) any entity directly or indirectly controlling, controlled by, or under common control with such competitors, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction. “Competitive Products or Services” is defined as products or services which the Company was actively marketing or providing during the period that Executive was employed by the Company, other than any product or service which the Company no longer markets or provides. For the avoidance of doubt, provided that Executive does not perform work that would otherwise be prohibited by this paragraph, nothing herein shall prevent Executive from working for a unit or division of a Restricted Company if such unit or division is not engaged in the design, operation, research, manufacture, marketing, sale or distribution of Competitive Products or Services.

Without the express written consent of the Chief Executive Officer of the Company, during the twelve (12) months following the end of the Employment Period, Executive will not, directly or indirectly, offer to provide or provide products or services, perform, or provide direct oversight on any program, product, or service that is currently in the Company’s business development,

Without the express written consent of the Chief Executive Officer, during the twelve (12) months following the end of the Employment Period, Executive will not (i) interfere with any contractual relationship between the Company and any customer, supplier, distributor or manufacturer of or to the Company to the detriment of the Company, or (ii) induce or attempt to induce any person who is an employee of the Company to perform work or services for any entity other than the Company.

Release of Claims. The Company and Executive shall execute the Release of All Claims and Potential Claims attached as Exhibit B (the “Release of Claims”) on or within twenty-one (21) days following the last day of the Employment Period.

Non-disparagement. Executive agrees that Executive will not make, publish or communicate at any time to any person or entity, any Disparaging (as defined below) remarks, comments or statements concerning the Company or any of its directors, managers, officers, affiliates or employees. Company agrees to instruct its current CEO Roger Krone and the rest of the Company’s Executive Leadership Team to not make, publish or communicate at any time to any person or entity, any Disparaging (as defined below) remarks, comments or statements concerning the Executive. The previous two sentences shall not apply, however, in the case of any truthful remarks, comments or statements which are made (a) in testimony pursuant to a court order, subpoena, or legal process, (b) in discussions with any regulator or government agency, (c) to a court, mediator or arbitrator in connection with any litigation or dispute between Executive and the Company. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being discussed or that would adversely effect in any manner the conduct of the business or the business reputation of such individual or entity. In accordance with the Defend Trade Secrets Act, if Executive makes a confidential disclosure of a Company trade secret or other confidential information to a government official or an attorney for purposes of reporting or investigating a suspected violation of law, or in a court filing under seal, Executive shall not be held liable under this Agreement, any other agreement with the Company or any federal or state trade secret law for such a disclosure.

Cooperation. During the Employment Period and for three years thereafter, Executive will, upon reasonable request and subject to such reasonable conditions as Executive may reasonably request: (a) cooperate with the Company in connection with any matter that arose during Executive’s employment and that relates to the business or operations of the Company or any of its parent or subsidiary corporations or affiliates, of which Executive may have any direct or substantive knowledge or involvement; and (b) consult with and provide information to the Company and its representatives concerning such matters. If any such cooperation is required after the Employment Period, such cooperation shall be required only at reasonable times and places and in a manner that does not unreasonably

Consulting Period. From the end of the Employment Period through the first anniversary thereof (the “Consulting Period”), Executive shall serve as a consultant to the Company and shall provide such consulting services as reasonably requested by the Company (the “Consulting Services”). The Company shall pay Executive at the rate of $500 per hour worked (the “Consulting Fee”) during the Consulting Period. During the Consulting Period, Consulting Services also includes Executive’s cooperation with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding, or any dispute with a third party, as described in paragraph 8 of this Retirement Agreement. Executive shall submit a monthly invoice detailing his hours worked during the immediately-preceding month, and the Company shall pay Executive the Consulting Fee related thereto within thirty (30) days following its receipt of each such invoice. During the Consulting Period, the Company shall directly pay or reimburse Executive for such reasonable travel, entertainment, or other expenses as he may incur at the request of the Company. Executive shall furnish the Company with such evidence that such expenses were incurred as the Company may from time to time require or request. The Company or the Executive may terminate the Consulting Period at any time. Executive acknowledges that the Company shall have no right to direct or control his performance of Consulting Services hereunder and that he shall be treated as an independent contractor for all purposes during the Consulting Period. As such, Executive shall not actively participate in any employee benefit plan of the Company or an affiliate and no income or other taxes shall be withheld from the Consulting Fee (and, for the avoidance of doubt, his services during the Consulting Period shall not be credited as vesting service for purposes of any Company plan, program or arrangement).

Withholdings. Amounts payable hereunder are subject to all tax and other legally-required withholdings.

No Assignment. No right to receive payments and benefits under this Agreement shall be subject to set off, offset, anticipation, commutation, alienation, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, except as provided in this Agreement.

Entire Agreement. This Agreement and the Intellectual Property Agreement that Executive signed when he was first hired by the Company, represent the entire understanding and agreement between the parties as to the subject matter hereof and supersede all prior agreements, arrangements and understandings between them concerning the subject matter hereof, and any subsequent written agreements shall be construed to change, amend, alter, repeal or invalidate this Agreement, only to the extent that this Agreement is specifically identified in and made subject to such other written agreements and is executed by both parties hereto. Nothing in this paragraph is intended to waive, release or

Governing Law. This Agreement and its performance will be construed and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of law that would apply the substantive law of any other jurisdiction. Notwithstanding anything in this Agreement or elsewhere to the contrary, the parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the Commonwealth of Virginia, for the purposes of any suit, action or other proceeding arising out of or relating to Executive’s employment with the Company, the termination of such employment, or rights arising under or preserved by this Agreement, and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. IN ADDITION, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING OUT OF THE EMPLOYMENT RELATIONSHIP BETWEEN THE PARTIES, INCLUDING, BUT NOT LIMITED TO, ISSUES ARISING OUT OF THIS AGREEMENT.

Interpretation. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original version of the Agreement.

Termination of Agreement. Notwithstanding any other provision of this Agreement, this Agreement shall be null and void, and neither Party shall have any obligations hereunder, in the event that, prior to the end of the Employment Period, (a) Executive experiences a Disability (as defined in the Severance Agreement), (b) Roger Krone ceases to be the Chief Executive Officer of the Company, (c) there is a Change in Control (as defined in the Severance Agreement) or (d) a person or entity makes a written offer to the Company’s board of directors that, if accepted, would result in a Change in Control (as defined in the Severance Agreement). For the avoidance of doubt, if this Agreement so terminates, Executive’s rights and obligations shall be governed by the Severance

Executive acknowledges that he has read and understands the terms of this Release, the accompanying Notice of Separation and the Retirement Agreement.

Executive acknowledges that he has been advised in writing to consult with an attorney, if desired, concerning this Release and the Retirement Agreement and has received all advice he deems necessary concerning these documents.

Executive acknowledges that he has been given twenty-one (21) days to consider whether or not to enter into this Release, has taken as much of this time as necessary to consider whether to enter into this Release, and has chosen to enter into this Release freely, knowingly and voluntarily.

For a seven day period following the execution of this Release, Executive may revoke this Release by delivering a written revocation to Brian Liss at the Company. This Release shall not become effective and enforceable until the revocation period has expired.