The Employee shall receive no cash compensation.

Annual Cash Compensation. Each Non-Employee Director shall be entitled to an annual cash retainer fee of $45,000 (the “Annual Retainer”). In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $25,000 for serving as the chairperson of the Board’s Audit Committee (the “Audit Committee”), # $15,000 for serving as the chairperson of the Board’s Compensation Committee (the “Compensation Committee”), # $10,000 for serving as the chairperson of the Board’s Nominating and Governance Committee (the “Nominating Committee”), and # $25,000 for serving as the lead independent director of the Board. In addition to the Annual Retainer payments, Non-Employee Directors will be entitled to an annual cash retainer of # $15,000 for serving as a member of the Board’s Audit Committee, # $7,500 for serving as a member of the Compensation Committee, and # $5,000 for serving as a member of the Nominating Committee. The Annual Retainer, any annual retainer for serving as the chairperson of a committee and any annual retaining for serving as a member of a committee shall be pro-rated for any partial period of service. All cash compensation payable to Non-Employee Directors shall be payable in arrears on a quarterly basis within thirty days following the end of each fiscal quarter.

Base Compensation. Employer agrees to compensate the Employee for his services during the period of his employment hereunder at a minimum base salary of Two Hundred Twenty-Five Thousand Dollars ($225,000) per annum, payable semimonthly. Employee shall be entitled to receive such increases in this minimum base salary, as the Compensation Committee of the Board of Directors of Employer shall, in their sole discretion determine.

Base Compensation. “Base Compensation” means the Employee’s # annual base salary paid by the Company for services performed as in effect on the Termination Date; and # target cash bonus and/or other forms of cash incentive compensation for the fiscal year in which the Change of Control is effective.

Base Compensation. Executive shall be paid base compensation of $300,000 annually, as follows: Executive shall receive a cash salary of $200,000 per year ($16,666.67 per month) (the “Cash Salary”), plus $100,000 per year payable in options for shares of the Company’s common stock valued at a $.66 per share price or a price determined by the Company’s Board in its sole discretion (the “Equity Salary”, and together with the Cash Salary, “Base Compensation”). Options shall not be struck at a exercise price lower than $.66. The Base Salary shall be payable less applicable deductions and withholding in normal installments and in accordance with the payroll practices of Company. Shares constituting the Equity Salary shall be issued to Executive in equal monthly installments on the first day of each month. Company shall make applicable tax withholdings for the Equity Salary from payments of Executive’s Cash Salary. Executive’s Base Compensation shall not be reduced without agreement of Executive.

Base Compensation. Employee shall continue to receive Employee’s current base salary through the Separation Date, in accordance with the Company’s normal payroll practices.

Prior to the beginning of a Plan Period, a Director may direct that payment of all or any portion of Cash Compensation that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Director, and credited to # a Prime Rate Investment Account, # a Phantom Stock Investment Account, or # a Deferred Stock Account. With respect to a Director’s initial Plan Period, such deferral election shall be made in a timely manner prior to the commencement of the Plan Period in accordance with requirements established by the Board consistent with Section 4. Upon the Director’s Separation from Service, such deferred compensation and accumulated investment return held in the Director’s Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director’s Distribution Election and the provisions of Section 7.

Incentive Compensation. During the Term, the Executive shall be eligible to receive annual cash incentive compensation (“Annual Cash Incentive Compensation”) as determined by performance goals established by the Board of Directors of the Company, upon consultation with the Executive. The Executive’s maximum Annual Cash Incentive Compensation shall be One hundred percent (100%) of the Base Salary. The Annual Cash Incentive Compensation for the initial year of Initial Term shall be pro-rated. If earned, Annual Cash Incentive Compensation for any calendar year will be payable within 75 days after the end of such year. Until the Company consummates its Initial (Alternative) Public Offering, the Company may substitute a portion of the Annual Cash Incentive Compensation amount with stock, depending upon cash needs of the Company.

The amount of the Executive’s annual incentive compensation shall be based on the achievement of the performance goal(s) established for . The Committee shall determine the amount of the annual incentive compensation that may be earned, as well as the performance goals(s) that must be achieved. The potential incentive payout amount and the performance goal(s) will be communicated to the Executive by the Company. Annual incentive compensation, if earned, shall be paid in cash no later than , . If the Executive’s base salary is paid in a currency other than U.S. Dollars, any cash payment hereunder shall be converted to the same currency as the Executive’s base salary using the exchange rate reported in the Wall Street Journal on the business day immediately prior to the date of payment.

Annual Incentive Compensation. Employee shall receive an annual incentive bonus opportunity payable each September after the close of the fiscal year, at a target of 30% of base compensation and variable from 0% to 200% of target based on a combination of the achievement of certain financial metrics and individual performance against individual strategic goals set by the Compensation Committee of the Board of Directors of the Employer. For fiscal year 2017, (July 1, 2016 through June 30, 2017) the Employee shall receive an annual incentive of no less than the pro-rated 100% target, based on results achieved, which will be pro-rated to the Effective Date.