L-1 IDENTITY SOLUTIONS, INC.
EMPLOYMENT AGREEMENT DATED AUGUST, 29 2006, JOSEPH PARESI
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<TYPE>EX-10.03
<SEQUENCE>5
<FILENAME>dex1003.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED AUGUST, 29 2006, JOSEPH PARESI
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<TITLE>Employment Agreement dated August, 29 2006, Joseph Paresi</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.03 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2">EXECUTION COPY </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>EMPLOYMENT AGREEMENT </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Agreement (the &#147;<U>Agreement</U>&#148;), dated as of August&nbsp;29, 2006, is by and between Viisage Technology, Inc., a Delaware corporation
(the &#147;<U>Company</U>&#148;) and Joseph S. Paresi (hereinafter referred to as the &#147;<U>Executive</U>&#148;). </FONT></P> <P STYLE="margin-top:24px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Introduction
</B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company desires that the Executive perform services for the Company pursuant to the terms and conditions set forth herein. The
Executive will have significant access to information concerning the Company and its business. The disclosure of such information or the engaging in competitive activities would cause substantial harm to the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>1. Term.</B> The initial term of this Agreement (the &#147;<U>Initial Term</U>&#148;) shall commence at the Effective Time (as defined
in the Agreement and Plan of Merger, dated as of January&nbsp;11, 2006, by and between the Company, VIDS Acquisition Corp. and Identix Incorporated), and continue for three years thereafter (unless this Agreement is terminated earlier in accordance
with Section&nbsp;10 below). Upon the expiration of the Initial Term, this Agreement shall be automatically renewed for consecutive one-year terms, unless a party hereto gives the other party written notice of non-renewal, which notice must be
received no later than 120 days prior to the expiration of the Term. The Initial Term, together with any extension thereof, is sometimes referred to herein as the &#147;<U>Term</U>.&#148; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>2. Duties.</B> The Executive will serve as the Chief Sales and Marketing Officer and Executive Vice President of the Company and shall have duties of
an executive nature that are attendant to his position as described in the by-laws of the Company and as may be reasonably assigned to him by the Board of Directors of the Company (the &#147;<U>Board</U>&#148;). The Executive will report to the
Chief Executive Officer, but nothing herein shall interfere with or limit the oversight responsibilities of the Board. Unless otherwise agreed to by the Executive and the Board, the Executive&#146;s principal base of operation will be the
Company&#146;s office in Stamford, Connecticut. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>3. Full Time; Best Efforts.</B> The Executive shall use his best efforts to promote the
interests of the Company and shall devote his full business time and efforts to its business and affairs. The Company acknowledges and nevertheless agrees that the Executive may continue to oversee the investment fund of Aston Capital Partners L.P.;
provided that the Executive shall not provide management services to any other fund portfolio company or otherwise engage in business activities that would reasonably be expected to materially interfere with the performance of the Executive&#146;s
duties, services and responsibilities hereunder. The Executive represents and warrants that L-1 Investment Partners LLC, its partners and affiliates, including the Executive, will not receive any management fee or similar payment (other than a
carried interest) from Aston Capital Partners L.P., its partners or portfolio companies during the Term. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>4. Compensation and Benefits.</B> During the Term, the Executive will receive the following
compensation and benefits: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(a) Base Salary.</B> The Executive will receive salary at the rate of $225,000 annually (the &#147;<U>Base
Salary</U>&#148;), payable in equal increments not less often than monthly in arrears and in any event consistent with the Company&#146;s payroll policy and practices. In addition, the Base Salary of the Executive may from time to time be increased,
but not decreased, by the Board, in its absolute discretion. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(b) Bonus.</B> The Executive will be eligible for annual bonuses with a
target amount of 50% of his Base Salary (the &#147;<U>Bonus</U>&#148;). The actual amount of any Bonus may be more or less than such target and shall be determined by the Board based on the achievement of corporate and individual objectives
determined by the Board on an annual basis, in its absolute discretion. The Bonus may be paid, in the Company&#146;s discretion, in unregistered common stock, par value $0.001 per share, of the Company (&#147;<U>Common Stock</U>&#148;), at a price
per share equal to the weighted average closing price per share of the Common Stock over the twenty most recent trading days on the principal exchange or market on which the Common Stock is listed (as reported in the <I>Wall Street Journal</I>) at
the same time as bonuses are paid to the other members of management of the Company. In the event the Company elects to pay all or any portion of such bonus in shares of Common Stock, the payment of such shares shall be deferred at the
Executive&#146;s election by crediting such shares to a notional account with the Company and shall be distributed from such account upon the later of (i)&nbsp;the date designated (to the extent consistent with Section&nbsp;409A of the Internal
Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;)) by the Executive with respect to such bonus or (ii)&nbsp;the earliest to occur of the 30</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>th</SUP></FONT><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000"> day after the first anniversary of the date that annual bonuses are paid in cash or would have been paid to the other members of management of the Company, or the Executive&#146;s death, disability or
termination of employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(c) Benefits.</B> In addition to the Base Salary and any Bonus, the Executive will be entitled to receive
health, welfare and fringe benefits that are generally available to the Company&#146;s management employees in accordance with the then existing terms and conditions of the Company&#146;s policies. The Company&#146;s current fringe benefits for
management employees is set forth on <U>Exhibit A</U> hereto. The Executive will be entitled to reimbursement of all reasonable expenses incurred by him in his performance of services on behalf of the Company hereunder, subject to the presentation
of appropriate documentation and other reimbursement policies generally applicable to the Company&#146;s management employees. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(d)
Withholding.</B> The Company will withhold from compensation payable hereunder all applicable federal, state and local withholding taxes.</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2"><B>(e) Options</B>. As additional compensation to the Executive hereunder, the Company will, at the Effective Time, execute and deliver options, granting the Executive the right to purchase (i)&nbsp;117,000 shares of the Common Stock, at an
exercise price per share equal to the weighted average closing price per share of the Common Stock over the twenty most recent trading days on the principal exchange or market on which the Common Stock is listed (as reported in the <I>Wall Street
Journal</I>), which shall vest in equal annual installments for four years from the grant date, and shall be exercisable for ten years from the grant date (the &#147;<U>Time-Vested </U> </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><U>Options</U>&#148;). The Time-Vested Options shall be Nonstatutory Stock Options within the meaning of the Plan. The
Time-Vested Options shall be issued pursuant to an option grant which, except as otherwise provided for in this Agreement, shall be in the form used for other participants in the Company&#146;s 2005 Long-Term Incentive Plan (the
&#147;<U>Plan</U>&#148;). Except as otherwise provided in Section&nbsp;10 below, in no event shall the Time-Vested Options vest unless the Executive is a full time employee of the Company on the vesting date. The Board may also, in its sole
discretion, at the time the equity compensation of other management employees of the Company is reviewed, consider and grant additional equity-based compensation to the Executive during the Term. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(f) Registration of Shares Underlying Options. </B>All of the Time-Vested Options shall be issued under the Plan. All of the shares of the
Company&#146;s common stock authorized to be issued under the Plan have been registered under the Securities Act of 1933, as amended. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2"><B>5. Confidentiality.</B> The Executive agrees that during the Term and thereafter: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(a) </B>The Executive has not and will not
at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as reasonably necessary or advisable in connection with the performance of the Executive&#146;s duties for the Company, or except
to the extent required by law (but only after the Executive, to the extent practicable given the nature of the legal requirement, has provided the Company with reasonable notice and opportunity to take action against any legally required
disclosure). As used herein, &#147;<U>Confidential Information</U>&#148; means all information concerning the business of the Company or of any of its subsidiaries (&#147;<U>Related Companies</U>&#148;), or any customer or vendor of any of the
Related Companies, (whether or not subject to copyright, patent or other intellectual property protection) that has an independent economic value from not being readily known, is not ascertainable by proper means by others and is not generally known
to the public, or which would constitute a trade secret as may be defined by the Uniform Trade Secrets Act or under the laws governing this Agreement, and any oral, electronic or written communications thereof, including, but not limited to,
specifications, designs, concepts, plans, programs, software, other developments relating to products and services, proposal plans, marketing data and financial information, and all copies and tangible embodiments thereof (in whatever form or
medium); <U>provided</U>, that Confidential Information shall not include any information that is publicly available through no fault of the Executive or disclosed pursuant to applicable securities laws. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(b) </B>The Executive has not and shall not make use whatsoever, directly or indirectly, of any Confidential Information at any time, except as
reasonably necessary or advisable in connection with the performance of the Executive&#146;s duties for the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(c) </B>Upon the
Company&#146;s request at any time and for any reason, the Executive shall immediately deliver to the Company all materials (whether in electronic or hard copy form) in the Executive&#146;s possession which contain or relate to Confidential
Information. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>6. Intellectual Property. </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2"><B>(a) </B>All inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">data, techniques, know-how, secrets or intellectual property rights or any interest therein (collectively, the
&#147;<U>Developments</U>&#148;) made by the Executive, either alone or in conjunction with others, at any time or at any place during his service with the Company, whether or not reduced to writing or practice during such period, which relate to
the business in which any Related Company is then engaged or in which any Related Company then intends to engage, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive. Any Developments
employed and made by the Executive, either solely or jointly with others, within six months following the termination of the Executive&#146;s services hereunder that relate to the Company&#146;s actual day-to-day operations or core competencies in
which the Executive was actively involved, shall be irrefutably presumed to have been made in the course of such employment with the use of the Company&#146;s time, materials or facilities. In addition, without limiting the generality of the prior
sentence, all Developments which are copyrightable work by the Executive are intended to be &#147;work made for hire&#148; as defined in Section&nbsp;101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the
Company without any further compensation to the Executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(b) </B>If, and to the extent, any of the Developments is not considered a
&#147;work for hire,&#148; the Executive shall, without further compensation, assign to the Company and does hereby assign to the Company, the Executive&#146;s entire right, title and interest in and to all Developments. At the Company&#146;s
expense and at the Company&#146;s request, the Executive shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce, defend and/or maintain the Company&#146;s
proprietary rights in the Developments throughout the world. The Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive&#146;s agent and attorney-in-fact (which designation and
appointment shall be deemed coupled with an interest and shall survive the Executive&#146;s death or incapacity), to act for and in the Executive&#146;s behalf to execute and file any such applications, extensions or renewals and to do all other
lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar documents, with the same legal force and effect as if executed by the Executive.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>7. Noncompetition.</B> The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into
frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by him during the Term
has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection
of the Company&#146;s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive
agrees that so long as he is an employee of the Company and for 12 months thereafter: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(a) </B>The Executive will not, directly or
indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the Company or a Related Company, engage in or assist any other
person or entity to engage in any business which directly or </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or
any Related Company plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive&#146;s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any
Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%)&nbsp;of the outstanding
stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(b) </B>The
Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the
Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one
year period immediately prior to the termination of the Executive&#146;s engagement hereunder, (i)&nbsp;employed by or a consultant to the Company or any Related Company or (ii)&nbsp;a customer or client of, supplier to or other party having
material business relations with the Company or any Related Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>8. Remedies.</B> Without limiting the remedies available to the
Company and any Related Company, the Executive acknowledges that a breach of any of the covenants contained in Sections 5, 6 and 7 herein could result in irreparable injury to the Company and, as applicable, a Related Company, for which there might
be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company and any affected Related Company, as the case may be, shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and
a permanent injunction restraining the Executive from engaging in any activities prohibited by Sections 5, 6 and 7 herein or such other equitable relief as may be required to enforce specifically any of the covenants of Sections 5, 6 and 7 herein.
The foregoing provisions and the provisions of Sections 5, 6 and 7 herein shall survive the term of this Agreement and the termination of the Executive&#146;s engagement hereunder, and shall continue thereafter in full force and effect. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>9. Recordings</B>. The Executive hereby gives the Company and its assigns permission to capture and record his image or likeness by means of
photograph, facial imaging or similar means (&#147;<U>Recordings</U>&#148;); to make reasonable edits to these Recordings at its discretion and to incorporate these Recordings into publications, brochures, databases, or any other media
(&#147;<U>Publications</U>&#148;); and to use such Recordings and Publications for the limited purposes of marketing, publicizing, or otherwise promoting the products and/or services of the Company or any of its affiliates. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>10. Termination. </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(a) General.</B>
The engagement of the Executive under this Agreement may be terminated prior to the end of any Term (i)&nbsp;by a majority vote of the disinterested members of the Board with Cause or without Cause, or (ii)&nbsp;in the event of the death or
Disability of the Executive. The Executive may terminate his engagement hereunder prior to the end of any Term for Good Reason or for no reason. Upon the termination of the Executive&#146;s engagement hereunder, this Agreement shall terminate and
the Term shall expire on such date. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(b) Certain Defined Terms.</B> As used herein, the following terms shall have the following meanings:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>Cause</U>&#148; means: (i)&nbsp;the Executive&#146;s willful and continued failure to substantially perform his
reasonably assigned duties as an officer of the Company or otherwise perform his obligations under Sections 2 and 3 above (other than any such failure resulting from incapacity due to physical or mental condition or any failure after the Executive
gives notice of termination for Good Reason) which failure is not cured within 30 days after a written demand for substantial performance or adherence is received by the Executive from the Board which specifically identifies the manner in which the
Board believes the Executive has not substantially performed his duties or obligations; (ii)&nbsp;the Executive&#146;s willful and continued breach of the Company&#146;s material corporate policies that have been approved by the Board, which breach
is not cured within 30 days after a written demand specifying such breach is received by the Executive from the Board; (iii)&nbsp;the Executive&#146;s willful engagement in illegal conduct or gross misconduct which is materially injurious to the
Company; (iv)&nbsp;the Executive&#146;s willful engagement in a violation of any federal or state securities laws or the Company&#146;s Policy Regarding Special Trading Procedures, as may be amended; or (v)&nbsp;the Executive&#146;s material breach
of Sections 3, 5, 6 and/or 7 of this Agreement and, in the case of any purported breach of Section&nbsp;3, 5, 6 or 7 that is capable of being cured, such breach is not cured within 30 days after a written demand for performance or adherence is
received by the Executive from the Board which specifically identifies the manner in which the Board believes the Executive has breached such provision. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;<U>Change in Control</U>&#148; means an event or occurrence set forth in any one or more of subsections (i)&nbsp;through (iv)&nbsp;below, including an event or occurrence that constitutes a Change in Control
under one of such subsections but is specifically exempted from another such subsection: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(i)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the acquisition by an individual, entity or group (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
&#147;<U>Exchange Act</U>&#148;)) (a &#147;<U>Person</U>&#148;) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) 50% or more of either: </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(A)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the then-outstanding shares of common stock of the Company (the &#147;<U>Outstanding Company Common Stock</U>&#148;) or </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(B)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the &#147;<U>Outstanding Company Voting
Securities</U>&#148;);<I> </I></FONT></TD></TR></TABLE>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><I>provided</I>, however, that for purposes of this subsection (i), the following acquisitions shall
<B><I>not </I></B>constitute a Change in Control: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(C)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>any acquisition of Outstanding Company Common Stock or Outstanding Company Voting Securities directly by the Company or any issuance of capital stock by the Company, in each
case, solely in connection with a recapitalization or restructuring of the Company or similar transaction that does not involve, and is not part of series of transactions that would involve, any entity that is not an affiliate of the Company; or
</FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(D)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company. </FONT></TD></TR></TABLE>
<P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(ii)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>such time as the Continuing Directors do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company). The
term &#147;<U>Continuing Director</U>&#148; means at any date a member of the Board: </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(A)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>who was a member of the Board on the Effective Date; </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(B)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>who, after the Effective Date, is nominated or elected by (or whose nomination to the Board is recommended or endorsed by) at least a majority of the directors who were
directors on the Effective Date or are Continuing Directors; </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><I>provided</I>, however, that this clause (B)&nbsp;excludes
any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on
behalf of a person other than the Board. </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(iii)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the consummation of a merger, consolidation, reorganization, recapitalization, or statutory share exchange involving the Company, or a sale or other disposition of all or
substantially all of the assets of the Company in one or a series of transactions (a &#147;<U>Business Combination</U>&#148;), </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman"
SIZE="2"><I>provided</I>, however, that the following shall <B><I>not</I></B> constitute a Change in Control: if immediately following a Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of
the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination: </FONT></P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(A)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock in, and the combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors of, the resulting or acquiring corporation (which shall include, without limitation, a corporation which as a result of the Business Combination owns the Company or substantially all of the
Company&#146;s assets either directly or through one or more subsidiaries), and </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(B)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>such post-transaction beneficial ownership is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, respectively. </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(iv)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;<U>Disability</U>&#148; means a mental or physical condition or accident, which results in the Executive being unable to perform his
material duties hereunder for a period of three consecutive months, as reasonably determined by a majority of the disinterested members of the Board. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">&#147;<U>Good Reason</U>&#148; means the occurrence, without the Executive&#146;s written consent, of any of the events or circumstances set forth in clauses (i)&nbsp;through (iii)&nbsp;below, provided that the
Executive has given the Company written notice describing in reasonable detail the event or circumstance that he believes constitutes Good Reason and the Company has not cured it within 30 days after its receipt of such notice. </FONT></P> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(i)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the assignment to the Executive of duties inconsistent in any material respect with his executive position with the Company, or any other action or omission by the Company
which results in a material diminution in such position, authority, title or responsibilities or any change in reporting relationship, or the relocation of the Executive&#146;s principal base of operation to more than 25 miles from Stamford,
Connecticut without his consent; </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(ii)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>a reduction in the Executive&#146;s Base Salary or target Bonus as in effect on the Effective Date or as the same was or may be increased thereafter from time to time;
</FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(iii)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the failure by the Company to: </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(A)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>continue in effect any material compensation or benefit plan or program (a &#147;<U>Benefit Plan</U>&#148;) in which the Executive participates, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program; </FONT></TD></TR></TABLE>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(B)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>continue the Executive&#146;s participation therein (or in such substitute or alternative plan) on a basis that is, both in the amount of benefits provided and the level of
the Executive&#146;s participation relative to other participants, materially equal to or more favorable than the basis existing on the Effective Date; </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(C)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>the failure of the Company to obtain the agreement from any successor to the Company to continue to provide the Executive with the material compensation and benefits
described in Sections 4 and 10 of this Agreement; </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(D)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>any failure of the Company to pay or provide to the Executive any portion of his compensation or benefits due under any Benefit Plan within seven days of the date such
compensation or benefits are due; or </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="13%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(E)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B>any other material breach by the Company of this Agreement that is not cured within 30 days of notice specifying the nature of the breach. </FONT></TD></TR></TABLE> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(c) Payments Upon Termination.</B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman"
SIZE="2"><B>(i) With Cause or Without Good Reason</B>. If the Executive&#146;s engagement hereunder is terminated by the Company with Cause or by the Executive without Good Reason, the Company shall have no further obligation to make any payments or
provide any benefits to the Executive hereunder after the date of termination except for (A)&nbsp;payments of Base Salary, any awarded but unpaid Bonus for any prior completed year, and expense reimbursement that had accrued but had not been paid
prior to the date of termination, (B)&nbsp;payments for any accrued but unused vacation time, and (C)&nbsp;any benefits due through the date of termination in accordance with the terms of the Benefit Plans. Any amounts payable under this
Section&nbsp;10(c)(i) shall be paid within five business days of the termination date. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><B>(ii) Without Cause or For Good Reason. </B>If
the Executive&#146;s engagement hereunder is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall receive the following: (A)&nbsp;the payments and benefits described in Section&nbsp;10(c)(i) above,
(B)&nbsp;all of the Executive&#146;s Time-Vested Options shall immediately vest and become exercisable in full (and shall remain exercisable for three years after such termination), (C)&nbsp;a Bonus for the current year through the date of
termination that shall equal, pro rata, the Bonus awarded to the Executive for the most recent completed year, and (D)&nbsp;until the earliest to </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">occur of (x)&nbsp;12 months following the date of termination, or (y)&nbsp;the end of the Term then in
effect immediately prior to the termination (the &#147;<U>Severance Period</U>&#148;), (1)&nbsp;Base Salary payable during the Severance Period at the rate in effect at the date of termination, (2)&nbsp;a Bonus for such severance period that shall
equal, subject to pro rata adjustment if the Severance Period is less than 12 months, the Bonus awarded to the Executive for the most recent completed year, and (3)&nbsp;continuance at the Company&#146;s expense of the Executive&#146;s medical and
dental insurance coverage in accordance with the terms of the then existing Company benefit plans (but only to the extent the Executive is allowed by such benefit plans and by law to continue participation in such benefit plans, and if such
continuation is not allowed, the Company shall provide the Executive with commensurate insurance coverage at its expense). Subject to Section&nbsp;10(f), any amounts payable under subsections (C)&nbsp;and (D)&nbsp;above shall be paid as follows: 50%
within five business days of the termination date and 50% within six months of the termination date. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><B>(iii)</B> <B>Death or
Disability</B>. If the Executive&#146;s engagement hereunder is terminated because of death or Disability, he (or his representatives) shall be entitled to all of the payments and benefits described in Section&nbsp;10(c)(ii) as if the
Executive&#146;s engagement hereunder were terminated without Cause, except that no payments shall be made under Section&nbsp;10(c)(ii)(D). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman"
SIZE="2"><B>(iv) Change in Control</B>. If (A)&nbsp;a Change in Control occurs prior to the expiration of the Term, (B)&nbsp;the Executive&#146;s engagement with the Company or its successor is terminated prior to the expiration of the Term and
(C)&nbsp;it is reasonably demonstrated by the Executive that such termination of engagement (1)&nbsp;was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (2)&nbsp;otherwise arose in
anticipation of or as a result of a Change in Control, the Executive shall be entitled to the compensation and benefits he would receive under Section&nbsp;10(c)(ii) above (except that the pre and post termination Bonus shall be based on the target
amount in effect on the date of termination) as if he were terminated without Cause. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(d) Excise Tax Provisions.</B> </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><B>(i) </B>In the event that any payment or benefit received or to be received by the Executive with respect to any stock option, restricted stock or
stock unit, stock appreciation right, bonus or other incentive compensation plan or agreement (collectively &#147;<U>Incentive Payments</U>&#148;), or any payments or benefits under any severance or other plan, arrangement or agreement of the
Company or any of its affiliates (&#147;<U>Other Payments</U>&#148; and, together with the Incentive Payments, the &#147;<U>Payments</U>&#148;) would be subject to the excise tax imposed by Section&nbsp;4999 of the Code (the &#147;<U>Excise
Tax</U>&#148;), the Company shall pay to Executive an additional amount (the &#147;<U>Gross-Up </U> </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><U>Payment</U>&#148;) such that the net amount retained by the Executive, after deduction of all Excise
Taxes on the Payments, and all Excise Taxes, federal, state and local income taxes, and federal employment taxes on the Gross-Up Payment, and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to
the total present value (using the applicable federal rate (as defined in Section&nbsp;1274(d) of the Code in such calculation) of the Payments at the time such Payments are to be made. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><B>(ii) </B>For purposes of determining whether any of the Payments will be subject to the Excise Tax, such determination shall be initially made by tax
counsel selected by the Company. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rates of federal income taxation applicable to individuals in the
calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of the Executive&#146;s residence in the
calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject
to federal income tax at the highest marginal rates. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><B>(iii) </B>The Gross-Up Payments provided for in this Section&nbsp;10(d) shall be
made upon the earlier of (i)&nbsp;the payment to the Executive of any Payment or (ii)&nbsp;the imposition upon the Executive or payment by the Executive of any Excise Tax upon any Payment. If it is established pursuant to a final determination of a
court or an Internal Revenue Service proceeding or the opinion of tax counsel that the Excise Tax is less than the amount taken into account under this Section&nbsp;10(d), the Executive shall repay to the Company within thirty (30)&nbsp;days of the
Executive&#146;s receipt of notice of such final determination or opinion the portion, of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by the Executive, if such repayment results in a reduction in Excise Tax or a federal, state and local income tax deduction) plus any interest received by the Executive on the amount of such
repayment. If it is established pursuant to a final determination of a court, an Internal Revenue Service proceeding, or the opinion of tax counsel that the Excise Tax exceeds the amount taken into account hereunder (including by reason of any
payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess within thirty (30)&nbsp;days of the Company&#146;s receipt of notice
of such final determination or opinion. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(e) Conditions to Payment</B>. The obligation to make payments or provide benefits under
Section&nbsp;10(c)(ii) or (iv)&nbsp;of this Agreement shall be contingent upon the Executive executing a customary general release in form and substance reasonably acceptable to the Company and the Executive, it being understood that the Executive
shall not be required to relinquish any benefits to which the Executive is entitled hereunder or pursuant to any director or officer indemnification provided by the Company. The Company&#146;s obligations hereunder to pay any premiums for medical or
dental insurance benefits shall cease if the Executive is eligible to receive similar benefits from another employer. The Executive shall notify the Company promptly in writing of any such benefits earned or to be earned from another employer.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(f) Cessation of Payments</B>. If the Executive breaches his obligations under Sections 6 or 7 of this Agreement in any material
respect, the Company may, following 30 days prior written notice to the Executive specifying such breach and a reasonable opportunity to cure such breach and/or to be heard by the Board, cease all payments payable to, or on behalf of, the Executive
under Sections 10(c)(ii)(C) and (D)&nbsp;of this Agreement and the Company shall be entitled to recover all prior payments made to the Executive under Sections 10(c)(ii)(C) and (D)&nbsp;of this Agreement. The cessation of these payments shall be in
addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(g) Survival</B>. The provisions of Sections 5 through 24 of this Agreement shall survive the term of this Agreement and the termination of the
Executive&#146;s engagement hereunder with the Company, and shall continue thereafter in full force and effect in accordance with their respective terms. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2"><B>11. Enforceability, etc.</B> This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by
applicable law. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>12. Notices.</B> Any notice, demand or other communication given pursuant to this Agreement shall be
in writing and shall be personally delivered, sent by nationally recognized overnight courier or express mail, or mailed by first class certified or registered mail, postage prepaid, return receipt requested as follows: </FONT></P> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(a)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B><U>If to the Executive</U>: </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Joseph S. Paresi
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">177 Broad Street </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Stamford,
CT 06901 </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><U>With a copy to</U>: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman"
SIZE="2">Weil, Gotshal&nbsp;&amp; Manges LLP </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">767 Fifth Avenue </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">New York, NY 10153 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Attention: Marita A.
Makinen </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"><B>(b)</B></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B></B><U>If to the Company</U>: </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Viisage Technology,
Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">177 Broad Street </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman"
SIZE="2">Stamford, CT 06901 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Attention: Chairman, Compensation Committee of Board of Directors </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2"><U>With a copy to</U>: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Choate,
Hall&nbsp;&amp; Stewart, LLP </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Two International Place </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT
FACE="Times New Roman" SIZE="2">Boston, MA 02110 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Attention: Charles J. Johnson </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or at such other address as may have been furnished by such person in writing to the other party. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>13. Governing Law.</B> This Agreement shall be governed by and construed in accordance with the internal laws of The State of Connecticut without
regard to its choice of law provisions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>14. Amendments and Waivers.</B> This Agreement may be amended or modified only by a written
instrument signed by the Company and the Executive. No waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such waiver is sought unless it is made in writing and signed by or on behalf of such
party. The waiver of a breach of any provision of this Agreement shall not be construed as a waiver or a continuing waiver of the same or any subsequent breach of any provision of this Agreement. No delay or omission in exercising any right under
this Agreement shall operate as a waiver of that or any other right. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>15. Binding Effect.</B> This Agreement shall be binding on and
inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns, except that the rights and obligations of the Executive are personal and may not be assigned without the Company&#146;s
prior written consent. Any assignment of this Agreement by the Company shall not constitute a termination of the Executive&#146;s engagement hereunder. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>16. Entire Agreement.</B> This Agreement constitutes the final and entire agreement of the parties
with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating to the subject matter contained herein. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2"><B>17. Directors&#146; and Officers&#146; Insurance; Indemnification. </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(a) </B>The Company shall
provide the Executive with (i)&nbsp;the coverage applicable to the officers of the Company under the Company&#146;s policies of directors&#146; and officers&#146; insurance as may be in effect from time to time, and (ii)&nbsp;the most favorable
indemnification that the Company from time to time extends to any of its officers or directors, whether under the Company&#146;s by-laws, Certificate of Incorporation, by contract or otherwise. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(b) </B>The Company shall amend its directors&#146; and officers&#146; liability insurance policy to add the Executive as a named insured under such
policy. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>(c) </B>For so long as the Executive serves as an officer or director of the Company, the Company shall maintain
directors&#146; and officers&#146; liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>18. Representations and Warranties of the Executive</B>. The Executive represents and warrants to the Company that, as of the date hereof, neither his
execution and delivery of this Agreement nor the performance of his obligations hereunder will conflict with, violate or result in a breach of any agreement or obligation to which he is a party or by which he is bound. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>19. Representations and Warranties of the Company</B>. The Company represents and warrants to the Executive that, as of the date hereof: </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite
organizational authority to own its property and assets and to conduct its business as presently conducted or proposed to be conducted under this Agreement; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(b) it has the organizational power and authority to execute, deliver and perform its obligations under this Agreement; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes its legal, valid and binding obligation enforceable against it in
accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">(i) conflict with or violate any provision of its certificate of incorporation or by-laws or equivalent organizational documents; </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order
of any governmental authority applicable to it; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) conflict with, violate or result in a breach of or constitute a default under or
result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or
assets are bound; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental
authority or third party is required for its valid execution, delivery and performance of this Agreement, except such as have been duly obtained or made; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(f) there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its knowledge, threatened, which, if adversely determined,
would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2"><B>20. Counterparts.</B> This Agreement may be executed in any number of counterparts, including counterpart signature pages or counterpart facsimile signature pages, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>21. Review of Agreement</B>. Each party hereto acknowledges that he or it (a)&nbsp;has
carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel, (b)&nbsp;is voluntarily entering into this Agreement and (c)&nbsp;has not relied upon any representation
or statement made by the other party (or its affiliates, equity holders, agents, representatives, employees and attorneys) with regard to the subject matter or effect of this Agreement. The Executive also acknowledges that his compliance with
certain of the provisions of this Agreement is necessary to protect the goodwill, customer relationships and Confidential Information of the Company and each Related Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>22. Captions.</B> The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope
or substance of any section of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>23. No Strict Construction.</B> The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2"><B>24. Notification of New Employer.</B> In the event that the Executive is no longer providing services to the Company under this Agreement, the Executive consents to notification by the Company to the Executive&#146;s new employer or its
agents regarding the Executive&#146;s rights and obligations under this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">[Signature Page Follows] </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Agreement has been executed and delivered as a sealed instrument as of the date first above written.
</FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="10%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="89%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>VIISAGE TECHNOLOGY, INC.</B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Thomas Reilly</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Thomas Reilly</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Chairman of the Compensation Committee</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Joseph S. Paresi</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Joseph S. Paresi</FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">[Signature Page to Employment Agreement] </FONT></P>
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