EMPLOYMENT AGREEMENT

after Employee’s termination of employment; and (ii) to the extent Employee participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the date of termination, the Company shall pay to Employee in a lump sum a fully taxable cash payment in an amount equal to the monthly premium cost to Employee of continued coverage for Employee (and for Employee’s spouse and dependents to the extent participating in such plans immediately prior to the Separation Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”), and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, through the Severance Period, less applicable tax withholding, with such payment paid on the first Company payday following the 30th day after Employee’s termination of employment.   The Severance Package shall be paid provided Employee executes a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 30th day following the termination date.  Except for the Severance Package (if applicable), all other Company obligations to Employee under this Agreement will be automatically terminated and completely extinguished.

6.3       Resignation by Employee.  Employee may voluntarily resign Employee’s position with Company, at any time on thirty (30) days’ advance written notice.  In the event of Employee’s resignation, Employee will be entitled to receive only Employee’s Base Salary and Accrued Benefits through the date of Employee’s termination.  All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished.

6.4       Application of Section 409A.

a.                                      All references in this Agreement, however phrased, to the termination of Employee shall mean, and be deemed to occur where there has been, a “separation from service” within the meaning of the Section 409A Regulations.  If any amount payable pursuant to this Agreement constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) and this Agreement does not provide elsewhere that such payment or provision is to be made on a fixed date or schedule or on or with respect to a permissible payment event that complies with the Section 409A Regulations, then such payment or provision shall be made when Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations.  Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service, and all such amounts that would, but for this sentence, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

b.                                      Company intends that income provided to Employee pursuant to this Agreement will not be subject to taxation under Section 409A of the Code.  The provisions

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of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code.  However, Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement.  In any event, except for Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Employee pursuant to this Agreement.

c.                                       Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made the earliest of (i) the date called for under Company’s applicable policies, (ii) the time provided by this Agreement, and (iii) the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

d.                                      For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

6.5       Termination of Employment Upon Nonrenewal.  Should this Agreement terminate at the expiration of the Term, Employee’s employment with Company will terminate and Employee will only be entitled to Employee’s Base Salary and Accrued Benefits through the last day of the current term.  All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished.  Employee will not be entitled to receive the Severance Package described in subsection 6.2 above.

7.              No Conflict of Interest.  During the term of Employee’s employment with Company, Employee must not engage in any work, paid or unpaid, that creates an actual conflict of interest with Company.  Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Employee’s employment with Company, as may be determined by the Board in its sole discretion.  If the Board believes such a conflict exists during the term of this Agreement, the Board may ask Employee to choose to discontinue the other work or resign employment with Company.  Notwithstanding the foregoing, Company is aware of and permits Employee to work on other business ventures during Employee’s employment, provided such work does not otherwise conflict with the accomplishment of Employee’s work hereunder and such ventures do not compete with Company.

8.              Confidentiality and Proprietary Rights.  Employee agrees to continue to abide by Company’s Employee Proprietary Information and Inventions Agreement (the “Proprietary Rights Agreement”), which is provided to Employee concurrently with this Agreement and is incorporated herein by reference.