Common use of Employment Term Clause in Contracts

Employment Term. The Company shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the end of the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment Term.”

Employment Term. The Company shall employ the Executive, and the Executive hereby accepts 's term of employment with the Company, upon the terms and conditions set forth in by Titan under this Agreement, for the period beginning Agreement will begin on the Effective Date andand shall continue for one year, subject to Section 3, ending on the four-year anniversary of the Effective Date unless extended or terminated as provided herein (the “Initial Employment Term”). This Subject to the provisions of Sections 7 and 8 of this Agreement, this Agreement shall automatically renew and extend at the end of the Employment Term for an additional one year period and, thereafter, for successive one-year periods (each and collectively, all such one-year periodrenewal periods "Extended Employment Term"), a “Renewal Term”unless notice of nonrenewal is given in accordance with the provisions of the following three (3) unless either party elects not sentences. If neither Party desires to renew continue the employment of Executive under this Agreement and gives beyond the Employment Term, or, if applicable, beyond the Extended Employment Term (the last day of the Employment Term, or the last day of any Extended Employment Term, if applicable, is hereinafter referred to as the "Termination Date"), that Party shall, at least six (6) months, but not more than twelve (12) months prior to the Termination Date, give written notice thereof to the other party not less than 60 days prior to expiration Party of the then-existing Initial Term or Renewal Term; provided, however, that if either nonrenewal of this Employment Agreement. Unless the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date nonrenewal is thereafter revoked prior to the end Termination Date by the Party originally giving such notice, and the Party receiving notice of such nonrenewal consents in writing to the revocation thereof, the employment of the then-existing Initial or Renewal Term (and in such event Executive hereunder shall terminate effective on the Company Termination Date. Any notice given by Titan pursuant to this Section 2 shall pay the Executive through the end of such 60-day period regardless of be authorized by the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment TermCEO/Chairman.”

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date date hereof (the “Initial TermCommencement Date”) and shall continue until and end on July 1, 2008 (the “Expiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2008 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to six (6) months of non-renewal hereunder, the Company may determinehis Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2009, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “Employment Term.”

Employment Term. The Company shall employ As of the Executive, and the Executive hereby accepts employment with the CompanyCommencement Date, upon the terms and conditions set forth herein, the Company hereby employs Executive and Executive hereby accepts employment with the Company in this Agreement, the position of Senior Vice President-MDI for the period beginning on Company and President and Chief Executive Officer of MDI. The term of Executive's employment is subject to termination by the Effective Date andCompany at any time without cause upon sixty (60) days' written notice, subject to Executive's right to receive the applicable payments and other severance benefits from and to the extent described herein. Except as otherwise provided herein, Executive may terminate his employment with the Company upon sixty (60) days' prior written notice or such shorter period as the Company may allow. If Executive terminates this Agreement voluntarily, except pursuant to Section 39, ending on he shall not be entitled to any severance pay or severance benefits, but shall be entitled to all other consideration, compensation and reimbursement otherwise due to him under the four-year anniversary terms of this Agreement but only through the Effective Date (date of such termination. Subject to Section 24 hereof, the “Initial Term”). This term of this Agreement shall automatically renew and extend for successive one-year periods (each such one-year periodbe from the Commencement Date through December 31, 2005. The parties agree that a “Renewal Term”) unless either party elects not failure to renew this Agreement and gives written notice thereof to the other for a term beyond December 31, 2005 by either party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the end of the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s act as or constitute an early termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, with or without cause, or a constructive termination by either party and shall not give rise to any rights to severance or other compensation hereunder. The Company's obligations to provide Executive with remuneration, salary or any other benefits described herein shall cease, in the Executive’s employment case of a non-renewal, as of December 31, 2005, except as to (i) payments due hereunder at December 31, 2005 or becoming due thereafter for periods ending on or before December 31, 2005, and (ii) payments that may become due pursuant to the indemnification obligations under Section 5(a) of this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment TermAgreement.”

Employment Term. The Subject to Section 4, the Company shall employ the hereby employs --------------- --------- Executive, and the Executive hereby accepts employment with by the Company, to render services on behalf of the Company and all existing and future Affiliated Companies (as defined in Section 2.1) in the position and with the duties and ----------- responsibilities described in Section 2 for the period commencing on the date of --------- this Agreement and ending upon the terms and conditions set forth in fifth anniversary hereof (the "Initial Term"). Unless either party notifies the other party of its intention to terminate this Agreement, for at its sole and absolute discretion, within thirty (30) days prior to the period beginning expiration of the Initial Term, this Agreement shall continue indefinitely on the Effective Date anda yearly basis (each extended yearly term referred to as an "Additional Term"), subject to Section 3termination by either party, ending on the four-year anniversary of the Effective Date at its sole and absolute discretion, upon thirty (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”30) unless either party elects not to renew this Agreement and gives written days' notice thereof prior to the other party not less than 60 days prior to expiration of the then-existing any such Additional Term. The Initial Term or Renewal and all Additional Terms as set forth above shall be referred to as the "Employment Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder." Subject to Section ------- 4, the Company may determineshall pay Executive the compensation to which Executive is - entitled under Section 3.1(a), in its sole discretionand reimburse Executive for any business expenses -------------- properly incurred by Executive pursuant to Section 3.3, that such termination shall be effective on any date prior to through the end of the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal)----------- Employment Term, and it thereafter Company's obligations hereunder shall not change terminate. Each party shall have the basis for right to terminate the Executive’s termination of employment nor be construed or interpreted as a termination of employment Employment Term pursuant to Section 3 below. Notwithstanding any other provision of this Agreement4 with or without Cause (as defined therein), subject to the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment Term--------- consequences set forth therein.”

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date anddate hereof (the "Commencement Date") and shall continue until and end on July 1, subject to Section 3, ending on the four-year anniversary of the Effective Date 2007 (the “Initial TermExpiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2007 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to twelve (12) months of non-renewal hereunder, the Company may determinehis Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2008, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “"Employment Term.”"

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date date hereof (the “Initial TermCommencement Date”) and shall continue until and end on July 1, 2008 (the “Expiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2008 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to twelve (12) months of non-renewal hereunder, the Company may determinehis Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2009, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “Employment Term.”

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date date hereof (the “Initial TermCommencement Date”) and shall continue until and end on July 1, 2007 (the “Expiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2007 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to six (6) months of non-renewal hereunder, the Company may determinehis Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2008, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “Employment Term.”

Employment Term. The Subject to the terms and conditions set forth herein, the Company shall agrees to employ the ExecutiveEmployee, and the Executive Employee hereby accepts employment with the Company, upon as the terms CEO of the Company and conditions set forth in this Agreementits subsidiaries, or a similar executive position (the “Position”), for the period beginning a term commencing on the Effective Date andclosing of the IPO, subject to Section 3, (the “Commencement Date”) and ending on the four-year third anniversary of the Effective Commencement Date (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Employment Term”) unless either party elects otherwise terminated under this Agreement; provided however, that if the Commencement Date does not to renew occur on or before September 1, 2017, this Agreement shall never take effect, shall be deemed null and gives written notice thereof to void and shall create no obligations for the other party not less than 60 days prior to expiration Company or Employee. Employee agrees further that his execution of this Agreement shall constitute his voluntary termination of the then-existing Initial Term or Renewal TermA.S.V., LLC Agreement without Good Reason (as that term is defined in the A.S.V., LLC Agreement); provided, however, that (a) such voluntary termination of the A.S.V., LLC Agreement shall take effect on and only if this Agreement takes effect, and (b) if this Agreement does not take effect according to its terms, Employee’s voluntary termination of the A.S.V., LLC Agreement shall be deemed null and void. Accordingly, subject to the effectiveness of this Agreement, Employee waives all rights and entitlements under the A.S.V., LLC Agreement, including without limitation any right to severance pay of any kind under the A.S.V., LLC Agreement or under any policy or practice of A.S.V., LLC. The Employment Term will automatically extend for successive periods of three years (each a “Renewal Term” and each such Renewal Term together with the Employment Term shall be referenced collectively as the “Term”) at the end of the Employment Term and any Renewal Term unless either the Executive Company or Employee notifies the other in writing (a “Non-Renewal Notice”) of a decision not to renew the Employment Term or the Company has provided a notice of non-renewal hereunderRenewal Term, the Company may determineas applicable, in its sole discretion, that such termination shall be effective on any date at least 90 days prior to the end of the then-existing Initial Employment Term or the Renewal Term (Term, as applicable. Employee and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executiveagree that Employee’s employment pursuant to with the Company constitutes “at-will” employment. Employee and the Company acknowledge that this Agreement employment relationship may be terminated at any time time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Employee. However, as described in accordance with Section 3. The period during which this Agreement, Employee may be entitled to severance benefits depending upon the Executive is employed shall be referred to herein as the “Employment Termcircumstances of Employee’s termination of employment.”

Employment Term. The Company shall agrees to employ the ExecutiveEmployee pursuant to the terms of this Agreement, and the Executive hereby accepts employment with the CompanyEmployee agrees to be so employed, upon the terms and conditions set forth in this Agreement, for from the period beginning on the Effective Date and, subject to Section 3, ending on the four-year anniversary commencing as of the Effective Date and ending on December 31, 2014 (the “Initial Term”). This Notwithstanding anything herein to the contrary, the Employee agrees that he shall not terminate this Agreement prior to the Effective Date. In addition, prior to the Effective Date, the Employee shall agree to cooperate and permit the Company to use his name in regulatory filings that he has approved, which approval shall not unreasonably be withheld or delayed. Upon the expiration of the Initial Term and each Renewal Term (as defined below), as the case 1 may be, the term of this Agreement shall be automatically renew and extend extended for successive one-year periods (each such one-year periodeach, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; ), provided, however, that if either party hereto may elect not to extend the Executive or term of this Agreement by giving written notice to the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date other party at least 90 days prior to the end expiration of the then-existing Initial Term or any Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 belowTerm. Notwithstanding any other provision of this Agreementthe foregoing, the ExecutiveEmployee’s employment pursuant to this Agreement hereunder may be earlier terminated at any time during the Initial Term or any Renewal Term in accordance with Section 38 hereof, subject to Section 9 hereof. The period during which of time between the Executive is employed Effective Date and the termination of the Employee’s employment hereunder for any reason shall be referred to herein as the “Employment Term.”” For purposes of this Agreement, “Effective Date” means the date upon which the Offering is consummated.

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date anddate hereof (the "Commencement Date") and shall continue until and end on July 1, subject to Section 3, ending on the four-year anniversary of the Effective Date 2007 (the “Initial TermExpiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2007 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to six (6) months of non-renewal hereunder, the Company may determinehis Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2008, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “"Employment Term.”"

Employment Term. The Company shall employ As of the Executive, and the Executive hereby accepts employment with the CompanyCommencement Date, upon the terms and conditions set forth herein, the Company hereby employs Executive and Executive hereby accepts employment with the Company in this Agreement, the position of Senior Vice President-MDI for the period beginning on Company and President and Chief Executive Officer of MDI. The term of Executive’s employment is subject to termination by the Effective Date andCompany at any time without cause upon sixty (60) days’ written notice, subject to Executive’s right to receive the applicable payments and other severance benefits from and to the extent described herein. Except as otherwise provided herein, Executive may terminate his employment with the Company upon sixty (60) days’ prior written notice or such shorter period as the Company may allow. If Executive terminates this Agreement voluntarily, except pursuant to Section 39, ending on he shall not be entitled to any severance pay or severance benefits, but shall be entitled to all other consideration, compensation and reimbursement otherwise due to him under the four-year anniversary terms of this Agreement but only through the Effective Date (date of such termination. Subject to Section 24 hereof, the “Initial Term”). This term of this Agreement shall automatically renew and extend for successive one-year periods (each such one-year periodbe from the Commencement Date through December 31, 2005. The parties agree that a “Renewal Term”) unless either party elects not failure to renew this Agreement and gives written notice thereof to the other for a term beyond December 31, 2005 by either party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the end of the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s act as or constitute an early termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, with or without cause, or a constructive termination by either party and shall not give rise to any rights to severance or other compensation hereunder. The Company’s obligations to provide Executive with remuneration, salary or any other benefits described herein shall cease, in the Executive’s employment case of a non-renewal, as of December 31, 2005, except as to (i) payments due hereunder at December 31, 2005 or becoming due thereafter for periods ending on or before December 31, 2005, and (ii) payments that may become due pursuant to the indemnification obligations under Section 5(a) of this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment TermAgreement.”

Employment Term. The Company shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement. The term of the Executive’s employment under this Agreement (the “Term”) shall commence immediately following the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger dated May 23, for 2011 (the period beginning on “Merger Agreement”), by and among PHC, Inc., a Massachusetts corporation (“PHC”), the Company, and Acadia Merger Sub, a Delaware limited liability company (the “Effective Date Date”) and, subject to the earlier termination of the Term as provided in Section 34 below, ending on shall continue through the four-year second anniversary of the Effective Date (the “Initial TermExpiration Date”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that the Term shall automatically renew for successive one-year terms (each, a “Renewal Period”) after the Expiration Date, subject to its nonrenewal if either the Company or Executive or gives the Company has provided a other party hereto written notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date at least ninety (90) days’ prior to the Expiration Date or the end of the then-existing Initial current Renewal Period, as applicable (a “Non-Renewal Notice”) of its or Renewal Term (and in such event his intent not to renew the Company shall pay Term. Notwithstanding the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified foregoing, in the notice of non-renewalevent that the Merger Agreement is terminated prior to the Effective Time (as defined in the Merger Agreement), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment Termvoid ab initio and without further force or effect.”

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date date hereof (the “Initial TermCommencement Date”) and shall continue until and end on July 1, 2008 (the “Expiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2008 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to six (6) months of non-renewal hereunder, the Company may determineher Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2009, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “Employment Term.”

Employment Term. The Company shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement. The term of the Executive’s employment under this Agreement (the “Term”) shall commence immediately following the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger dated May 23, for 2011 (the period beginning on “Merger Agreement”), by and among PHC, Inc., a Massachusetts corporation (“PHC”), the Company, and Acadia Merger Sub, a Delaware limited liability company (the “Effective Date Date”) and, subject to the earlier termination of the Term as provided in Section 34 below, ending on shall continue through the four-year fifth (5th) anniversary of the Effective Date (the “Initial TermExpiration Date”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that the Term shall automatically renew for successive one-year terms (each, a “Renewal Period”) after the Expiration Date, subject to its nonrenewal if either the Company or Executive or gives the Company has provided a other party hereto written notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date at least ninety (90) days’ prior to the Expiration Date or the end of the then-existing Initial current Renewal Period, as applicable (a “Non-Renewal Notice”) of its or Renewal Term (and in such event his intent not to renew the Company shall pay Term. Notwithstanding the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified foregoing, in the notice of non-renewalevent that the Merger Agreement is terminated prior to the Effective Time (as defined in the Merger Agreement), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment Termvoid ab initio and without further force or effect.”

Employment Term. The Company employment term of this Agreement shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning commence on the Effective Date anddate hereof (the "Commencement Date") and shall continue until and end on July 1, subject to Section 3, ending on the four-year anniversary of the Effective Date 2007 (the “Initial TermExpiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. This Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2007 (the “Notice Date”), this Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to terminate on the other party not less than 60 days prior to expiration of the then-existing Initial Term Expiration Date with no renewal or Renewal Termextension; provided, however, that if either in the event the Company chooses not to renew the Agreement, the Executive or will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company has provided a notice will be obligated to pay Executive an amount equal to six (6) months of non-renewal hereunder, the Company may determineher Base Compensation (as defined below), in its sole discretion, that such termination shall be effective on any date effect immediately prior to the end Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable to senior officers of the then-existing Initial or Renewal Term (and in such event Company; provided, however, that on February 15, 2008, the Company shall pay the Executive through the end of such 60-day period regardless in one lump sum any remaining unpaid portion of the CompanyNon-Renewal Severance, plus an amount, if any, equal to Executive’s election to commence such termination earlier than specified in Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which from the Commencement Date until the employment term expires or is terminated by the Company or Executive is employed shall be hereinafter referred to herein as the “"Employment Term.”"

Employment Term. The Subject to the terms and conditions set forth herein, the Company shall agrees to employ the ExecutiveEmployee, and the Executive Employee hereby accepts employment with the Company, upon as the terms CFO of the Company and conditions set forth in this Agreementits subsidiaries, or a similar executive position (the “Position”), for the period beginning a term commencing on the Effective Date andclosing of the IPO, subject to Section 3, (the “Commencement Date”) and ending on the four-year third anniversary of the Effective Commencement Date (the “Initial Employment Term”). This ) unless otherwise terminated under this Agreement; provided however, that if the Commencement Date does not occur on or before September 1, 2017, this Agreement shall never take effect, shall be deemed null and void and shall create no obligations for the Company or Employee. The Employment Term will automatically renew and extend for successive one-periods of one year periods (each such one-year period, a “Renewal Term” and each such Renewal Term together with the Employment Term shall be referenced collectively as the “Term”) at the end of the Employment Term and any Renewal Term unless either party elects the Company or Employee notifies the other in writing (a “Non-Renewal Notice”) of a decision not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Employment Term or the Renewal Term; provided, howeveras applicable, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date at least 90 days prior to the end of the then-existing Initial Employment Term or the Renewal Term (Term, as applicable. Employee and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executiveagree that Employee’s employment pursuant to with the Company constitutes “at-will” employment. Employee and the Company acknowledge that this Agreement employment relationship may be terminated at any time time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Employee. However, as described in accordance with Section 3. The period during which this Agreement, Employee may be entitled to severance benefits depending upon the Executive is employed shall be referred to herein as the “Employment Termcircumstances of Employee’s termination of employment.”

Employment Term. The Company shall employ the Executive, and the Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year one­year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the end of the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewalnon­renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment Term.”

Employment Term. The Subject to the terms and conditions set forth herein, the Company shall agrees to employ the ExecutiveEmployee, and the Executive Employee hereby accepts employment with the Company, upon as the terms COO of the Company and conditions set forth in this Agreementits subsidiaries, or a similar executive position (the “Position”), for the period beginning a term commencing on the Effective Date andclosing of the IPO, subject to Section 3, (the “Commencement Date”) and ending on the four-year third anniversary of the Effective Commencement Date (the “Initial Employment Term”). This ) unless otherwise terminated under this Agreement; provided however, that if the Commencement Date does not occur on or before September 1, 2017, this Agreement shall never take effect, shall be deemed null and void and shall create no obligations for the Company or Employee. The Employment Term will automatically renew and extend for successive one-year periods of two years (each such one-year period, a “Renewal Term” and each such Renewal Term together with the Employment Term shall be referenced collectively as the “Term”) at the end of the Employment Term and any Renewal Term unless either party elects cither the Company or Employee notifies the other in writing (a “Non-Renewal Notice”) of a decision not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Employment Term or the Renewal Term; provided, howeveras applicable, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date at least 90 days prior to the end of the then-existing Initial Employment Term or the Renewal Term (Term, as applicable. Employee and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executiveagree that Employee’s employment pursuant to with the Company constitutes “at-will” employment. Employee and the Company acknowledge that this Agreement employment relationship may be terminated at any time time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Employee. However, as described in accordance with Section 3. The period during which this Agreement, Employee may be entitled to severance benefits depending upon the Executive is employed shall be referred to herein as the “Employment Termcircumstances of Employee’s termination of employment.”

Employment Term. The Company shall agrees to employ the ExecutiveEmployee pursuant to the terms of this Agreement, and the Executive hereby accepts employment with the CompanyEmployee agrees to be so employed, upon the terms and conditions set forth in this Agreement, for from the period beginning on commencing as of the 1 Effective Date and, subject to Section 3, and ending on the four-year anniversary of the Effective Date December 31, 2013 (the “Initial Term”). This Notwithstanding anything herein to the contrary, the Employee agrees that he shall not terminate this Agreement prior to the Effective Date. In addition, prior to the Effective Date, the Employee shall agree to cooperate and permit the Company to use his name in regulatory filings that he has approved, which approval shall not unreasonably be withheld or delayed. Upon the expiration of the Initial Term and each Renewal Term (as defined below), as the case may be, the term of this Agreement shall be automatically renew and extend extended for successive one-year periods (each such one-year periodeach, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; ), provided, however, that if either party hereto may elect not to extend the Executive or term of this Agreement by giving written notice to the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date other party at least 90 days prior to the end expiration of the then-existing Initial Term or any Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 belowTerm. Notwithstanding any other provision of this Agreementthe foregoing, the ExecutiveEmployee’s employment pursuant to this Agreement hereunder may be earlier terminated at any time during the Initial Term or any Renewal Term in accordance with Section 38 hereof, subject to Section 9 hereof. The period during which of time between the Executive is employed Effective Date and the termination of the Employee’s employment hereunder for any reason shall be referred to herein as the “Employment Term.”” For purposes of this Agreement, “Effective Date” means the date upon which the Offering is consummated.

Employment Term. The Company shall employ the Executive, and the Executive hereby accepts shall accept employment with by the Company, upon the terms and provisions, and subject to the conditions, of this Agreement. The term of the Executive's employment hereunder shall commence on and as of the date of the closing of a debt or equity financing, or any combination of debt or equity financing (the "Financing") with gross proceeds to the Company of approximately six million dollars ($6,000,000), on terms and conditions set forth reasonably satisfactory to the Executive (the "Employment Date"). The term of the Executive's employment hereunder shall commence on the Employment Date and terminate on the fifth (5th) anniversary of the Employment Date (as the same may be extended in accordance with this Section 1 or terminated earlier as provided in this Agreement, for the period beginning on the Effective Date and, subject to Section 3, ending on the four-year anniversary of the Effective Date (the “Initial "Employment Term”")). This Agreement shall automatically renew and extend for successive one-two (2) year periods following the initial five (each such one-5) year periodEmployment Term and any extensions thereof, a “Renewal Term”) if applicable, unless either party elects not to renew this Agreement and gives provides written notice thereof to the other party not less than 60 ninety (90) days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the end of the then-existing Initial or Renewal Employment Term, that such party does not desire the Employment Term (and to automatically renew, in such which event the Company this Agreement shall pay the Executive through the end of such 60-day period regardless terminate as of the Company’s election to commence such termination earlier than specified in last day of the notice of nonthen-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 belowexisting Employment Term. Notwithstanding any other provision of anything to the contrary contained in this Agreement, if the Financing does not occur on or before December 1, 2003, the Executive’s employment pursuant , in his sole discretion, may, upon written notice to the Company, terminate this Agreement may be terminated at any time in accordance with Section 3. The period during which its entirety and, upon such termination by the Executive is employed Executive, this Agreement shall be referred to herein as the “Employment Termnull and void ab initio and of no force and effect.”

Employment Term. The (a) Effective as of the Commencement Date, the 2003 Agreement shall be terminated and shall be of no further force or effect except for the Company's obligations (i) to make any payments to the Executive under Section 2 thereof for services rendered and expenses incurred prior to the Commencement Date, (ii) to make any payments to the Executive under benefit plans for expenses incurred prior to the Commencement Date, or (iii) except as otherwise specifically noted herein. Effective as of the Commencement Date, the Company shall hereby agrees to continue to employ the Executive, and the Executive hereby accepts employment with and promotion by the Company, upon as the terms Company's Chief Executive Officer and conditions set forth President, and the Executive shall hold such positions and continue employment with the Company hereunder until the close of business on December 31, 2007, unless sooner terminated in this Agreementaccordance with Section 5 hereof (the "Initial Employment Period"). The above notwithstanding, for at the period beginning close of business on each December 31, commencing with December 31, 2007, the Effective Date and, subject to Section 3, ending on the four-year anniversary term of the Effective Date Executive's employment hereunder shall be automatically extended for twelve (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year periods 12) months (each such one-year period, a “Renewal Term”unless sooner terminated in accordance with Section 5 hereof) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided shall have given written notice (in each case, a notice of non"Non-renewal hereunder, Renewal Notice") to the Company may determine, in its sole discretion, other that such termination automatic extension shall be effective on any date not occur, which Non-Renewal Notice shall have been given no later than ninety (90) days prior to the end of relevant December 31 (the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such Employment Period, together with any extensions, until termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive herewith, is employed shall be referred to herein hereby as the “"Employment TermPeriod").”

Employment Term. The Company shall continue to employ the Executive, and the Executive hereby accepts continued employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and, subject to Section 3, ending on the fourfive-year anniversary of the Effective Date (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to the expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the end of the then-existing Initial or Renewal Term (and in such event event, the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated at any time in accordance with Section 3. The period during which the Executive is employed shall be referred to herein as the “Employment Term.”

Employment Term. The Company shall hereby agrees to employ the Executive, and the Executive hereby accepts employment with the Company, upon in accordance with and subject to the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and, subject to Section 3, ending on the four-year anniversary . This term of the Effective Date employment of Executive under this Agreement (the “Initial Term”). This Agreement shall automatically renew and extend for successive one-year periods (each such one-year period, a “Renewal Term”) unless shall be the period commencing on the third (3rd) business day after the Executive’s non-competition obligations to his current employer expire (the “Employment Start Date”) and continuing for four (4) years thereafter, as may be extended in accordance with this Section 1 and subject to earlier termination in accordance with Section 4. The Term shall be extended automatically without further action by either party elects not to renew this Agreement and gives written notice thereof to the other party not less than 60 days prior to expiration of the then-existing Initial Term or Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior by one (1) additional year (added to the end of the then-existing Initial or Renewal Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewalTerm), and it then on each succeeding annual anniversary thereafter, unless either party shall have given written notice to the other party prior to the date which is sixty (60) days prior to the date upon which such extension would otherwise have become effective electing not change to further extend the basis for the Executive’s termination of employment nor be construed or interpreted as a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this AgreementTerm, the in which case Executive’s employment pursuant to this Agreement may be shall terminate on the date upon which such extension would otherwise have become effective, unless earlier terminated at any time in accordance with Section 34. The period during which Executive and Company agree that Executive will perform no business activities for Company of any nature until his non-competition and non-solicitation obligations to his current employer have expired and Executive covenants that he will abide by all such obligations to his current employer. Furthermore, the Company directs the Executive is employed not to, and the Executive covenants that Executive shall be referred not, employ the trade secrets or proprietary information of any other person, including but not limited to herein as current and former employers, in connection with Executive's employment by the “Employment TermCompany without such person's written authorization.”

Employment Term. The Company shall agrees to employ the ExecutiveExecutive pursuant to the terms of this Agreement, and the Executive hereby accepts agrees to be so employed, commencing as of the ninety first day following the date hereof, or such earlier date as the Executive’s employment with is terminated by his prior employer following delivery by the CompanyExecutive of his notice of resignation (provided that he will be entitled to commence employment by July 1, upon 2013 if he is free to do so) (the terms “Effective Date”) and conditions set forth in this Agreement, for continuing until the period beginning on the Effective Date and, subject to Section 3, ending on the four-year third anniversary of the Effective Date (the “Initial Term”). This Agreement ; provided that following the Initial Term, the Employment Term shall be automatically renew and extend renewed on each anniversary of the Effective Date for successive one-an additional year periods (each such one-year period, a “Renewal Term”) ), unless either party elects not to renew this Agreement and gives written notice thereof of its intention not to so renew either the other party not less than 60 days prior to expiration of the then-existing Initial Term or any subsequent Renewal Term; provided, however, that if either the Executive or the Company has provided a notice of non-renewal hereunder, the Company may determine, in its sole discretion, that such termination shall be effective on any date Term at least ninety (90) days prior to the end of the then-existing Initial Term or each Renewal Term, as the case may be. The Employment Term (and in such event the Company shall pay the Executive through the end of such 60-day period regardless of the Company’s election to commence such termination earlier than specified in the notice of non-renewal), and it shall not change the basis for the Executive’s termination of employment nor be construed or interpreted as automatically expire upon a termination of employment pursuant to Section 3 below. Notwithstanding any other provision of this Agreement, the Executive’s employment pursuant or the expiration of the Initial Term or then current Renewal Term. If the Executive does not commence employment on or before the earlier of July 1, 2013 if his prior employer terminates his employment after the Executive provides his notice of resignation prior to July 1, 2013 or the ninety-first (91st) day following the date hereof if he is required to continue in active service through the notice period, this Agreement may shall be terminated at without any time in accordance with Section 3further force and effect, and the Executive shall have no rights hereunder. The period during which of time between the Executive is employed Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”