2.

Compensation and Benefits Payable Upon Change in Control or Involuntary Termination without Cause

a.

Triggering Event. In further consideration for Executive’s employment, subject to Section 2(b), Executive will receive the compensation and benefits set forth in Section 2(c) if the following requirements (hereinafter referred to as “Triggering Events”) are met:

b.

Severance Conditioned Upon Release. Notwithstanding any provision herein to the contrary, severance and benefits provided for in this Agreement are subject to and contingent upon Executive’s execution of a Severance Agreement and General Release acceptable to the Company which becomes effective within 60 days following the Termination Date (the “Release”). Such Release shall include a release of all claims against the Company, all affiliated and related entities and/or persons deemed necessary by the Company. The Release may also include Confidentiality, Non-Disparagement, No-Reapply, Tax Indemnification, and/or other appropriate terms. Notwithstanding the foregoing, if the 60 day period following Executive’s termination ends in a calendar year after the year in which Executive’s employment terminates, the severance shall commence no earlier than the first day of such later calendar year.

c.

Compensation and Benefits. Following the occurrence of a Triggering Event and subject to Section 2(b), the Company will provide the following compensation and benefits to Executive:

ii.

To the extent permissible under applicable law at the time of Executive’s separation from the Company, the Company agrees to pay the COBRA premiums for health and/or dental coverage under its group plans to provide continued coverage of health and/or dental benefits for a period of time equal to one (1) month per each year of employment with the Company beginning on Executive’s termination date. The maximum amount of time for which the Company agrees to pay Executive’s COBRA premiums shall be six (6) months. In no event shall the payments provided under this subsection be made for a period of less than three (3) months. If, during the period of time during which the Company is making payments pursuant to this subsection, Executive becomes eligible for other group health coverage, the Executive has the obligation to notify the Company of such and the Company may discontinue paying Executive’s COBRA premiums.

iii.

To the extent permissible under applicable law, at the time of Executive’s separation from the Company, all unvested restricted stock units then held by the Executive shall, subject to Section 2(b), become fully vested and shall be delivered to the Executive.

d.

Limitation of Payments. If any payment or benefit due under this Agreement, together with all other payments and benefits Executive receives or is entitled to receive from the Company or any of its Affiliates, would (if paid or provided) constitute an excess parachute payment (within the meaning of Section 280G(b)(1) of the Code), the amounts otherwise payable and benefits otherwise due under this Agreement will be limited to be minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code. The determination of whether any payment or benefit would (if paid or provided) constitute an excess parachute payment will be made by the Board, in its sole discretion. Any such reduction in the preceding sentence shall be made in the following order: (i) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (ii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced.

e.

Section 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company.  Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” which occurs on or after the date of the Executive’s termination of employment.   It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A. 

a.

Except as may be provided under this Agreement, any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements of the Company shall be determined and paid in accordance with the terms of such plans, policies, and arrangements, and Executive shall have no right to receive any other compensation or benefits, or to participate in any other plan or arrangement, following the termination of Executive’s employment by either party for any reason.

b.

Notwithstanding any provision contained herein to the contrary, in the event of any termination of employment, the Company shall pay Executive his or her earned, but unpaid, base salary within ten (10) days of Executive’s termination date and shall reimburse Executive for any accrued, but unpaid, reasonable business expenses and unused paid time off in accordance with Company policy, in each case, earned or accrued as of the date of termination. Executive shall submit documentation of any business expenses and documentation for time off taken during the year within ninety (90) days of his or her termination date and any reimbursements of such expenses that are taxable to the Executive shall be made as soon as administratively feasible but in no event later than the last day of the year following the year in which the expense was incurred, the amount of the expense eligible for reimbursement during one year shall not affect the amount of reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

5.

Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete, and Rights to Intellectual Property Agreement. In the event Executive’s employment with the Company is terminated by either party for any reason, Executive shall continue to be bound by the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete, and Rights to Intellectual Property Agreement signed at or about the time this Agreement is executed and/or the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete, and Rights to Intellectual Property Agreement most recently signed by Executive prior to the termination date for the period set forth therein.

6.

Successors and Assigns. This Agreement is personal to Executive and may not be assigned by Executive without the written consent of the Company; provided, however, that if Executive is entitled to the payments of this Agreement and Executive dies before Executive has received all such payments, the unpaid payments will be paid to Executive’s estate on the same terms and conditions as described in this Agreement. This Agreement will be binding upon and inure to the benefit of the Company and its successors and assigns. This Agreement will remain in full force and effect notwithstanding any Change of Control and in the case of any merger or consolidation, if not terminated on or as of the effective date of any such merger, will be the obligation of the surviving entity.

a.

Cause shall mean (1) material or willful failure to perform duties reasonably expected and/or requested of Executive if such material or willful failure continues for more than thirty (30) days after notice of such material or willful failure to perform; (2) conviction of (including the entry of a nolo contendere plea, guilty plea to, or confession of guilt of) a felony; (3) commission of a fraudulent, illegal, or dishonest act in commission of his duties or otherwise with respect to the Company; (4) willful misconduct or gross negligence; (5) material violation of the Company’s policies or procedures; and/or (6) material violation of any Confidential Information, Non-Disclosure, Non-Competition, Non-Solicitation, and Rights to Intellectual Property Agreement between Executive and the Company; (7) a material breach of any of the terms or conditions of this Agreement not cured within thirty (30) days written notice from the Company to Executive specifying such breach; (8) the failure to adhere to moral and ethical business principles consistent with the Company's Code of Business Conduct and Guidelines on Corporate Governance as in effect from time to time; or (9) engaging in an act or series of acts constituting misconduct resulting in a misstatement of the Company's financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of the Sarbanes-Oxley Act of 2002.

b.

Base Monthly Salary shall mean an amount equal to one-twelfth of Executive’s then current annual base salary. Base Monthly Salary shall not include incentives, bonus(es), health and welfare benefits, car allowances, long term disability insurance or any other compensation or benefit provided to executive employees of the Company.

c.

Change of Control shall mean: (i) any merger by the Company into another corporation or corporations which results in the stockholders of the Company immediately prior to such transaction owning less than 51% of the surviving corporation; (ii) any acquisition (by purchase, lease or otherwise) of all or substantially all of the assets of the Company by any person, corporation or other entity or group thereof acting jointly; (iii) the acquisition of beneficial ownership of voting securities of the Company (defined as common stock of the Company or any securities having voting rights that the Company may issue in the future) or rights to acquire voting securities of the Company (defined as including, without limitation, securities that are convertible into voting securities of the Company (as defined above) and rights, options, warrants and other agreements or arrangements to acquire such voting securities) by any other person, corporation or other entity or group thereof acting jointly, in such amount or amounts as would permit such person, corporation or other entity or group thereof acting jointly to elect a majority of the members of the Board, as then constituted; or (iv) the acquisition of beneficial ownership, directly or indirectly, of voting securities and rights to acquire voting securities having voting power equal to 51% or more of the combined voting power of the Company’s then outstanding voting securities by any person, corporation or other entity or group thereof acting jointly. Notwithstanding the preceding sentence, any transaction that involves a mere change in identity, form or place of organization with the meaning of Section 368(a)(1)(F) of the Code, or a transaction of similar effect, shall not constitute a Change of Control.

d.

Good Reason.     Executive’s termination of employment with the Company shall be for Good Reason if (i) Executive notifies the Company in writing that one of the Good Reason Events (as defined in subparagraph d. i. below) has occurred, which notice shall be provided within ninety (90) days after Executive first becomes aware of the occurrence of such Good Reason Event; (ii) the Company fails to cure such Good Reason Event within thirty (30) days after receipt of the written notice from Executive (the “Cure Period”); and (iii) Executive resigns employment within thirty (30) days following expiration of the Cure Period. For purposes of this Agreement, a “Good Reason Event” shall mean any of the following which occur without Executive’s consent:

i.

During the one (1) year period following any Change of Control,

e.

Code shall mean the Internal Revenue Code of 1986, as amended.

f.

Total Disability shall mean incapacity due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continued period of not less than twelve (12) months and prevents Executive from performing the essential functions of his position, with or without reasonable accommodation, for a period in excess of twelve (12) months.

8.

Integration: Amendment.     This Agreement (including any Exhibits) shall constitute the entire agreement between the parties hereto with respect to the matters set forth herein and supersede and render of no force and effect all prior understandings and agreements between the parties with respect thereto. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, provided, however, that this Agreement may be unilaterally amended by the Company where necessary to ensure any benefits payable hereunder are either excepted from Code Section 409A or otherwise comply with Code Section 409A or other applicable law.

9.

Governing Law; Headings.     This Agreement will be construed and governed by the laws of the State of New Jersey, without regard to principles of conflicts of law and the parties to this Agreement hereby submit to the jurisdiction of the Courts of the State of New Jersey with regard to enforcement of this Agreement. Headings and titles herein are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

10.

Notices. All notices and other communications required or permitted to be given or made hereunder by either party shall be in writing and shall be deemed to be duly given if delivered personally or transmitted by first class certified mail, postage and fees prepaid, return receipt requested, or sent by prepaid overnight delivery service to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

11.

Severability.     Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid but if any provision or term of this Agreement is held to be prohibited by applicable law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such term or provision or the remaining provisions or terms of this Agreement. If the voided term is material, the parties shall immediately commence negotiations for a replacement provision of substantively similar value.

12.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

13.

Assignment.     The Company may assign all of its rights and obligations hereunder to an affiliate or subsidiary of the Company.

14.

Representation. The Parties acknowledge that they have read and fully understand the contents of this Agreement and execute it knowingly and voluntarily after having had an opportunity to consult with legal counsel as they deem appropriate.