In order to facilitate an orderly transition of management within the , Contractor shall provide historical background information, factual and management assistance, guidance and counsel to the on matters involving operation of the Business Area (the “Services”) on an as needed, on call basis.

Contractor’s primary contact with Company shall be referred to hereinafter as the Agreement Monitor.

Contractor shall be compensated for the Services to be performed hereunder by payment of a month starting This amount represents the collective consideration for the Covenant Not to Compete set forth in the Addendum A, as well as payment for Services rendered, if any, by Contractor under this Agreement. Contractor shall provide up to 0 days0 days of consulting work per month for months (from to ). Days worked in excess of 0 days per month will be compensated at per day.

With prior approval of the Agreement Monitor, Company shall reimburse Contractor for reasonable and actual travel expenses (at locations other than Contractor’s office), including expenditures for hotels, meals, , taxis, car rental, mileage for use of personal automobile, parking and toll fees, telephone, and incidentals.

Company will reimburse Contractor for the following additional expenses or provide the following services directly to Contractor:

Contractor acknowledges that the retainer as well as the items in paragraph 3.C. will be taxable as income to him and will be reported as such by Company to the .

Contractor’s invoice shall identify the Services performed during the period covered by such invoice and be forwarded to: . Invoices should be issued on at least a basis notwithstanding the fact that the services have already been paid for by virtue of the retainer paid pursuant to paragraph 3.A. on or about . Each invoice should sufficiently describe the Services rendered during the period covered by the invoice, the days of performance, and the total number of days worked to date under this Agreement. With each invoice, Contractor must submit an “Activity Report”, (Blank Copy attached hereto), for the period covered by the invoice.

In the event sums are due for the days worked in excess of 0 days days per month, Company agrees to make payment within days of receipt and approval of a proper invoice reflecting these Services. For invoices claiming reimbursement for expenses, Contractor is required to attach original receipts (for expenses exceeding ) for such expenditures in a form satisfactory to Company. If original receipts are not furnished, Contractor payment shall be subject to , , or taxes.

Contractor shall not engage in any activity which presents a conflict of interest in the line of his relationship with Company.

Contractor hereby acknowledges receipt of a copy of the and, by executing this Agreement, Contractor agrees that Contractor will strictly comply with the provisions of the Code in the performance of the Services hereunder.

Contractor agrees not to disclose to others, either during or subsequent to the term of this Agreement, any Company information, knowledge, or data which Contractor may receive, or have access to, or which may otherwise be disclosed to Contractor, proprietary or confidential information as further defined herein. “Proprietary or Confidential Information” as used herein means any information of Company or of others which has come into the Company’s or Contractor’s possession, custody or knowledge in the course of performing services under this Agreement that has independent economic value as a result of its not being generally known to the public and is the subject of reasonable means to preserve the confidentiality of the information. Proprietary or Confidential Information includes (without limitation) information, whether written or otherwise, regarding Company’s earnings, expenses, marketing information, cost estimates, forecasts, bid and proposal data, financial data, trade secrets, products, procedures, inventions, systems or designs, manufacturing or research processes, material sources, equipment sources, customers and prospective customers, business plans, strategies, buying practices and procedures, prospective and executed contracts and other business arrangements or business prospects, except to the extent such information become readily available to the general public lawfully and without breach of a confidential, contractual, or fiduciary duty. Contractor acknowledges and agrees that he has a continuing obligation to not use or disclose Proprietary or Confidential Information.

Contractor agrees that Proprietary or Confidential Information shall be used solely for the purpose of performing the Services required under this Agreement, and further agrees that except as may strictly be required by Contractor’s obligations under this Agreement, Contractor shall not reproduce, nor allow any third party to use or reproduce, any Proprietary of Confidential Information or any documents or other material containing Proprietary or Confidential information.

All materials to which Contractor had access, or which were furnished or otherwise made available to Contractor in connection with the Services performed hereunder, shall be and remain the property of Company. Upon expiration or termination of this agreement, or upon request of Company, Contractor shall return to Company all such materials, documents and information, including any Proprietary or Confidential Information and all reproductions thereof, then in Contractor’s possession or control, and Contractor in connection with this Agreement in accordance with specific instructions issued by Company to Contractor, shall comply with any instructions within 0 days of receipt thereof.

Company shall not be liable to Contractor for any loss, injury, damage, expense or any liability whatsoever arising out of, or in connection with, the performance of the services required by this Agreement.

Each party shall be responsible to the other for any costs or expenses including attorney’s fees, all expenses of litigation and/or settlement, and court costs, arising from the default of such party, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this Agreement.

Company may not unilaterally terminate this Agreement unless

Contractor may not terminate this Agreement without Company’s advance written consent. Company will not unreasonably withhold its written consent if Contractor’s reason for termination is due to Contractor’s desire to accept employment that is not otherwise in violation of Contractor’s Covenant not to Compete obligations as set forth in Addendum A and which makes him unavailable or unable to provide the Services called for in this Agreement.

This Agreement shall terminate immediately and all payments due shall be forfeited if, in rendering Services hereunder, improper payments are made, unlawful conduct is engaged in, or any part of the fee or expenses payable under this Agreement is used or an illegal purpose.

In the event this Agreement is terminated under any provision herein, Contractor shall not be required to repay any of the consideration already paid under the Agreement to date. The termination of this Agreement shall have no effect whatsoever on the Contractor’s continuing obligations under the Covenant not to Compete referenced above, which shall survive this Agreement and shall not expire until .

This Agreement integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the Parties.

Contractor’s acknowledgment, acceptance of payment, or commencement of performance, shall constitute Contractor’s unqualified acceptance of this Agreement.

Additional or differing terms or conditions proposed by Contractor or included in Contractor’s acknowledgement hereof are hereby objected to by Company and have no effect unless accepted in writing by Company.

Only the , or his designee, has authority to make changes in or amendments to this Agreement. Such changes or amendments must be in writing.

Except as otherwise provided herein, all notices to be furnished by the Contractor shall be sent to the , with a copy to the Agreement Monitor identified in paragraph 1.B of this Agreement.

Company, by written notice, may terminate this Agreement for default, in whole or in part, if Contractor fails to comply with any of the terms of this Agreement, fails to make progress as to endanger performance of this Agreement, or fails to provide adequate assurance of future performance. Contractor shall have 0 days (or such longer period as Company may authorize in writing) to cure any such failure after receipt of notice from Company.

Company shall not be liable for any Services not accepted; however, Company may require Contractor to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings that Contractor has specifically produced or acquired for the terminated portion of this Agreement. Company and Contractor shall agree on the amount of payment for these other deliverables.

Contractor shall continue all Services not terminated.

Contractor agrees that Company shall be the owner of all inventions, technology, designs, works of authorship, mask works, technical information, computer software, business information and other information conceived, developed or otherwise generated in the performance of this Agreement by or on behalf of Contractor. Contractor hereby assigns and agrees to assign all right, title and interest in the foregoing to Company, including without limitation all copyrights, patent rights and other intellectual property rights therein and further agrees to execute, at Company’s request and expense, all documentation necessary to perfect title therein in Company. Contractor agrees that it will maintain and disclose to Company written records of, and otherwise provide Company with full access to, the subject matter covered by this Agreement and that all such subject matter will be deemed Proprietary or Confidential Information of Company and subject to the protection provisions of paragraph 7 of this Agreement. Contractor agrees to assist Company, at Company’s request and expense, in every reasonable way, in obtaining, maintaining, and enforcing patent and other intellectual property protection on the subject matter covered by this Clause.

Contractor warrants that the Services performed and delivered under this Agreement will not infringe or otherwise violate the intellectual property rights of any third party in the or any foreign country. Contractor agrees to defend, indemnify and hold harmless Company and its customers from and against any claims, damages, losses, costs and expenses, including reasonable attorney’s fees, arising out of any action by a third party that is based upon a claim that the Services performed or delivered under this Agreement infringes or otherwise violates the intellectual property rights of any person or entity.

Contractor’s timely performance is a critical element of this Agreement.

If Contractor becomes aware of difficulty in performing the Services, Contractor shall timely notify Company, in writing, giving pertinent details. This notification shall not change any delivery schedule.

Failure by Company to enforce any of the provision(s) of this Agreement shall not be construed as a waiver of the requirement(s) of such provision(s), or as a waiver of the right of Company thereafter to enforce each and every such provision(s).

Company’s approval of documents shall not relieve Contractor from complying with any requirements of this Agreement.

The rights and remedies of Company in this Agreement are cumulative and in addition to any other rights and remedies provided by law or in equity.

A. Sole authority to make changes in or amendments to this Agreement on behalf of Company rests with the , and no direction shall be valid unless in writing.

For the 0 years following the effective date of the Professional Services Agreement ( through ), I will not, on my own or in association with others, either be directly or indirectly employed by or engage in or be associated with or tender advice or services as an employee, advisor, director, officer, partner, consultant or otherwise by or with any corporation, partnership, or other business considered to be a Competitor of the Corporation. During that 0 years, I also agree not to interfere with, disrupt, or attempt to disrupt the relationship, contractual or otherwise, between the Corporation and any customer, supplier or employee of the Corporation. This paragraph 1(a) will not apply if the Company CEO of the Corporation waives in writing the restrictions of this paragraph 1(a) as it applies to a particular position or Competitor.

Following my termination of employment with the Corporation, I will refrain from making any statement adverse to the interests of the Corporation where it is reasonably foreseeable or intended that the statement would cause material harm to the Corporation either financially or by a diminution in reputation.

I acknowledge and agree that the scope and duration of the restrictions set forth in this Addendum A are necessary to be effective and are fair and reasonable in light of the value of the Professional Services Agreement. I further acknowledge and agree that these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests from unfair competition as a result of the high level executive and management positions I have held within the Corporation and the attendant access to and extensive knowledge of the Corporation’s Proprietary Information.

I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of this Covenant Not To Compete, and, therefore, without prejudice to any other rights and remedies otherwise available at law or in equity (including but not limited to, an action for damages), the Corporation shall be entitled to the granting of injunctive relief in its favor without proof of actual damages and to specific performance of any such provisions of this Covenant Not To Compete.

It is the desire and intent of the parties that the provisions of this Covenant Not To Compete shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.

Accordingly, if any particular portion of this Covenant Not To Compete is adjudicated to be invalid or unenforceable, this Covenant Not to Compete shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made.