CHARLES & COLVARD LTD
EMPLOYMENT AGREEMENT
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<TYPE>EX-10.110
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<FILENAME>dex10110.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT
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<TITLE>Employment Agreement</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B><U>Exhibit 10.110 </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><U>EMPLOYMENT AGREEMENT </U></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">THIS EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is made and entered into
effective as of December&nbsp;5, 2007 by and between Charles&nbsp;&amp; Colvard, Ltd., a North Carolina company with its principal office at 300 Perimeter Park Drive, Suite A, Morrisville, North Carolina, 27560 (the &#147;Company&#148;), and Steven
L. Abate, an individual currently residing at 200 Coatbridge Circle, Cary, North Carolina, 27511 (&#147;Employee&#148;). </FONT></P> <P STYLE="margin-top:24px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>Statement of
Purpose </U></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company wishes to obtain the services of Employee on the terms and conditions and with the benefits set forth in this
Agreement. Employee desires to be employed by the Company on such terms and conditions and to receive such additional consideration as set out herein. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Therefore, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee
agree as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Employment</U>. The Company hereby agrees to employ Employee, and Employee hereby accepts such employment, on the
terms and conditions set forth in this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Term of Employment</U>. The term of Employee&#146;s employment under this
Agreement shall commence as of the date of this Agreement and shall continue for one year. Termination of employment shall be governed by Paragraph 7 of this Agreement, and unless terminated by either party as provided in Paragraph 7, this Agreement
shall automatically, at the expiration of each then existing term, renew for successive additional one year terms (such annual period being hereinafter referred to as the &#147;Term&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Position and Duties</U>. Employee shall serve as Vice President of Manufacturing of the Company. Employee will, under the direction of the Chief
Executive Officer of the Company, faithfully and to the best of his ability perform the duties as set as may be reasonably assigned by the CEO or the Board of Directors of the Company. Employee agrees to devote his entire working time, energy and
skills to the Company while so employed. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Compensation and Benefits</U>. Employee shall receive compensation and benefits for the
services performed for the Company under this Agreement as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Base Salary</U>. Employee shall receive an
initial base salary of $130,000, payable in regular and equal semi-monthly installments (&#147;Base Salary&#148;). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b)
<U>Employee Benefits</U>. Employee shall receive such benefits as are made available to the other employees of the Company, including, but not limited to, life, medical and disability insurance, retirement benefits, and such vacation as is provided
to the other employees of the Company (the &#147;Employee Benefits&#148;). Employer reserves the right to reduce, eliminate or change such Employee Benefits, in its sole discretion, subject to any applicable legal and regulatory requirements.
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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Incentive Compensation</U>. Employee shall participate in such incentive plans as
may be approved by the Board of Directors from time-to-time. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Reimbursement of Expenses</U>. The Company shall reimburse Employee for
all reasonable out-of-pocket expenses incurred by Employee specifically and directly related to the performance by Employee of the services under this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">6. <U>Withholding</U>. The Company may withhold from any payments or benefits under this Agreement all federal, state or local taxes or other amounts as may be required pursuant to applicable law, government
regulation or ruling. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <U>Termination of Employment</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Death of Employee</U>. If Employee shall die during the Term, this Agreement and the employment relationship hereunder will
automatically terminate on the date of death. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Termination by the Company for Just Cause</U>. The Company shall have
the right to terminate Employee&#146;s employment under this Agreement at any time for Just Cause, which termination shall be effective immediately. Termination for &#147;Just Cause&#148; shall include termination for Employee&#146;s personal
dishonesty, gross incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar
offenses), written Company policy or final cease-and-desist order, conviction of a felony or of a misdemeanor involving moral turpitude, unethical business practices in connection with the Company&#146;s business, misappropriation of the
Company&#146;s assets (determined on a reasonable basis), disability or material breach of any other provision of this Agreement. The determination of whether &#147;Just Cause&#148; exists for termination shall be made by the Board of Directors of
the Company in its sole discretion. For purposes of this subsection, the term &#147;disability&#148; means the inability of Employee, due to the condition of his physical, mental or emotional health, to satisfactorily perform the duties of his
employment hereunder for a continuous three month period; provided further that if the Company furnishes long term disability insurance for Employee, the term &#147;disability&#148; shall mean that continuous period sufficient to allow for the long
term disability payments to commence pursuant to the Company&#146;s long term disability insurance policy. In the event Employee&#146;s employment under this Agreement is terminated for Just Cause, Employee shall have no right to receive
compensation or other benefits under this Agreement for any period after such termination. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Termination by the
Company Without Cause</U>. The Company may terminate Employee&#146;s employment other than for &#147;Just Cause,&#148; as described in Subsection (b)&nbsp;above, at any time upon written notice to Employee, which termination shall be effective
immediately. In the event the Company terminates Employee pursuant to this Subsection (c), Employee will continue to receive his Base Salary at time of termination for a one (1)&nbsp;year period from such termination (the &#147;Termination </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">Compensation&#148;), so long as Employee complies with Section&nbsp;8, 9 and 10 of the Agreement. Such amounts shall be payable at the times such amounts
would have been paid in accordance with Section&nbsp;4. In addition, Employee shall continue to participate in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other
present or future similar group employee benefit plan or program for which officers of the Company generally are eligible, on the same terms as were in effect prior to Employee&#146;s termination, either under the Company&#146;s plans or comparable
coverage, for all periods Employee receives Termination Compensation. Notwithstanding anything in this Agreement to the contrary, if Employee breaches Sections 8, 9 or 10 of this Agreement, Employee will not be entitled to receive any further
compensation or benefits pursuant to this Section&nbsp;7(c). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>Change of Control Situations</U>. In the event of a
Change of Control of the Company at any time after the date hereof, Employee may voluntarily terminate employment with Company up until one (1)&nbsp;year after the Change of Control for &#147;Good Reason&#148; (as defined below) and, subject to
Section&nbsp;7(f), (y)&nbsp;be entitled to receive in a lump sum (i)&nbsp;any compensation due but not yet paid through the date of termination and (ii)&nbsp;in lieu of any further salary payments from the date of termination to the end of the then
existing term, an amount equal to the Termination Compensation times 2.99 within two (2)&nbsp;months of the consummation of the Change of Control, and (z)&nbsp;shall continue to participate in the same group hospitalization plan, health care plan,
dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of the Company generally are eligible, or comparable plans or coverage, for a period
of two years following termination of employment by Employee, on the same terms as were in effect either (A)&nbsp;at the date of such termination, or (B)&nbsp;if such plans and programs in effect prior to the Change of Control of Company are,
considered together as a whole, materially more generous to the officers of Company, then at the date of the Change of Control. Any equity based incentive compensation (including but not limited to stock options, SARs, etc.) shall fully vest and be
immediately exercisable in full upon a Change of Control, not withstanding any provision in any applicable plan. Any such benefits shall be paid by the Company to the same extent as they were so paid prior to the termination or the Change of Control
of Company. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">&#147;Good Reason&#148; shall mean the occurrence of any of the following events without Employee&#146;s
express written consent: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) the assignment to Employee of duties materially inconsistent with the position and status of
Employee with the Company immediately prior to the Change of Control; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) a material reduction by the Company in
Employee&#146;s pay grade or base salary as then in effect, or the exclusion of Employee from participation in Company&#146;s benefit plans in which he previously participated as in effect at the date hereof or as the same may be increased from time
to time during the Term; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) an involuntary relocation of Employee more than 50 miles from the location where
Employee worked immediately prior to the Change of Control or the breach by the Company of any material provision of this Agreement; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(iv) any purported termination of the employment of Employee by Company which is not effected in accordance with this Agreement. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A &#147;Change of Control&#148; shall be deemed to have occurred if (i)&nbsp;any person or group of persons (as defined in
Section&nbsp;13(d) and 14(d) of the Securities Exchange Act of 1934) together with its affiliates, excluding employee benefit plans of Company, becomes, directly or indirectly, the &#147;beneficial owner&#148; (as defined in Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) of securities of Company representing 20% or more of the combined voting power of Company&#146;s then outstanding securities; or (ii)&nbsp;during the then existing term of the Agreement, as a result of a
tender offer or exchange offer for the purchase of securities of Company (other than such an offer by the Company for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination
of the foregoing, individuals who at the beginning of any year period during such term constitute the Company&#146;s Board of Directors, plus new directors whose election by Company&#146;s shareholders is approved by a vote of at least two-thirds of
the outstanding voting shares of the Company, cease for any reason during such year period to constitute at least two-thirds of the members of such Board of Directors; or (iii)&nbsp;the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or (iv)&nbsp;the shareholders of the Company approve a plan of complete liquidation or winding-up of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the
Company&#146;s assets; or (v)&nbsp;any event which the Company&#146;s Board of Directors determines should constitute a Change of Control. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(e) <U>Employee&#146;s Right to Payments</U>. In receiving any payments pursuant to this Section&nbsp;7, Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the
amounts payable to Employee hereunder, and such amounts shall not be reduced or terminated whether or not Employee obtains other employment. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(f) <U>Reduction in Agreement Payments</U>. Notwithstanding anything in this Agreement to the contrary, if any of the payments provided for under this Agreement (the &#147;Agreement Payments&#148;), together with any
other payments that Employee has the right to receive (such other payments together with the Agreement Payments are referred to as the &#147;Total Payments&#148;), would constitute a &#147;parachute payment&#148; as defined in
Section&nbsp;280G(b)(2) of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;) (a </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">&#147;Parachute Payment&#148;), the Agreement Payments shall be reduced by the smallest amount necessary so that no portion of such Total Payments would be
Parachute Payments. In the event the Company shall make an Agreement Payment to Employee that would constitute a Parachute Payment, Employee shall return such payment to the Company (together with interest at the rate set forth in
Section&nbsp;1274(b)(2)(B) of the Code). For purposes of determining whether and the extent to which the Total Payments constitute Parachute Payments, no portion of the Total Payments the receipt of which Employee has effectively waived in writing
shall be taken into account. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Covenant Not to Compete</U>. Employee agrees that during his employment with the Company and for a
period of one (1)&nbsp;year following the termination of his employment with the Company, for whatever reason: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Employee
shall not, directly or indirectly, own any interest in, manage, operate, control, be employed by, render advisory services to, or participate in the management or control of any business that operates in the same business as the Company, which
Employee and the Company specifically agree as the business of fabricating (wafering, preforming and faceting), marketing and distributing moissanite gemstones or other diamond simulants to the gem and jewelry industry (the &#147;Business&#148;),
unless Employee&#146;s duties, responsibilities and activities for and on behalf of such other business are not related in any way to such other business&#146;s products which are in competition with the Company&#146;s products. For purposes of this
section, &#147;competition with the Company&#148; shall mean competition for customers in the United States and in any country in which the Company is selling the Company&#146;s products at the time of termination. Employee&#146;s ownership of less
than one percent of the issued and outstanding stock of a corporation engaged in the Business shall not by itself be deemed to be a violation of this Agreement. <U>Employee recognizes that the possible restriction on his activities which may occur
as a result of his performance of his obligations under Paragraph 8(a) are substantial, but that such restriction is required for the reasonable protection of the </U>Company. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) Employee shall not, directly or indirectly, influence or attempt to influence any customer of the Company to discontinue its purchase
of any product of the Company which is manufactured or sold by the Company at the time of termination of Employee&#146;s employment or to divert such purchases to any other person, firm or employer. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) Employee shall not, directly or indirectly, interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise,
between the Company and any of its suppliers. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) Employee shall not, directly or indirectly, solicit any employee of the
Company to work for any other person, firm or employer. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9. <U>Confidentiality</U>. In the course of his employment with the Company,
Employee will have access to confidential information, records, data, customer lists, lists of product sources, specifications, trade secrets and other information which is not generally available to the </FONT>
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<FONT FACE="Times New Roman" SIZE="2">public and which the Company and Employee hereby agree is proprietary information of the Company (&#147;Confidential Information&#148;). During and after his
employment by the Company, Employee shall not, directly or indirectly, disclose the Confidential Information to any person or use any Confidential Information, except as is required in the course of his employment under this Agreement. All
Confidential Information as well as records, files, memoranda, reports, plans, drawings, documents, models, equipment and the like, including copies thereof, relating to the Company&#146;s business, which Employee shall prepare or use or come into
contact with during the course of his employment, shall be and remain the Company&#146;s sole property, and upon termination of Employee&#146;s employment with the Company, Employee shall return all such materials to the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>Proprietary Information</U>. Employee shall assign to the Company, its successors or assigns, all of Employee&#146;s rights to copyrightable works
and inventions which, during the period of Employee&#146;s employment by the Company or its successors in business, Employee makes or conceives, either solely or jointly with others, relating to any subject matter with which Employee&#146;s work for
the Company is or may be concerned (&#147;Proprietary Information&#148;). Employee shall promptly disclose in writing to the Company such copyrightable works and inventions and, without charge to the Company, to execute, acknowledge and deliver all
such further papers, including applications for copyrights and patents for such copyrightable works and inventions, if any, in all countries and to vest title thereto in the Company, its successors, assigns or nominees. Upon termination of
Employee&#146;s employment hereunder, Employee shall return to the Company or its successors or assigns, as the case may be, any Proprietary Information. The obligation of Employee to assign the rights to such copyrightable works and inventions
shall survive the discontinuance or termination of this Agreement for any reason. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">11. <U>Entire Agreement</U>. This Agreement contains the
entire agreement of the parties with respect to Employee&#146;s employment by the Company and supersedes any prior agreements between them, whether written or oral. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">12. <U>Waiver</U>. The failure of either party to insist in any one or more instance, upon performance of the terms and conditions of this Agreement, shall not be construed as a waiver or a relinquishment of any right
granted hereunder or of the future performance of any such term or condition. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">13. <U>Notices</U>. Any notice to be given under this
Agreement shall be deemed sufficient if addressed in writing and delivered personally, by telefax with receipt acknowledged, or by registered or certified U.S. mail to the address first above appearing, or to such other address as a party may
designate by notice from time to time. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>Severability</U>. In the event that any provision of any paragraph of this Agreement shall
be deemed to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of such paragraph or of this Agreement, and the remaining terms, covenants, restrictions or
provisions in such paragraph and in this Agreement shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">15. <U>Amendment</U>. This Agreement may be amended only by an agreement in writing signed by each of the
parties hereto. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">16. <U>Arbitration</U>. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be
settled by arbitration in Raleigh, North Carolina in accordance with the expedited procedures of the Rules of the American Arbitration Association, and judgment upon the award may be rendered by the arbitrator and may be entered in any court having
jurisdiction thereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17. <U>Governing Law</U>. This Agreement shall be governed and construed in accordance with the laws of the State of
North Carolina. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts located in North Carolina for the purposes of any suit, action or other proceeding contemplated hereby or any transaction contemplated hereby.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">18. <U>Benefit</U>. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by and against the Company,
its successors and assigns, and Employee, his heirs, beneficiaries and legal representatives. It is agreed that the rights and obligations of Employee may not be delegated or assigned except as may be specifically agreed to by the parties hereto.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">19. <U>Compliance with Section&nbsp;409A</U>. The parties hereto intend that this Agreement comply with Section&nbsp;409A of the Internal
Revenue Code of 1986, as amended (including any applicable regulations, proposed regulations, guidance or other interpretive authority thereunder (for purposes of this section, collectively, &#147;Section 409A&#148;)), to the extent applicable. The
parties hereby agree that this Agreement shall be construed in a manner to comply with Section&nbsp;409A and that should any provision be found not in compliance with Section&nbsp;409A, the parties are hereby contractually obligated to execute any
and all amendments to this Agreement deemed necessary and recommended by legal counsel for the Company to achieve compliance with Section&nbsp;409A. By execution and delivery of this Agreement, the Company and Employee each irrevocably waive any
objections it or he may have to the amendments required or necessitated, in the reasonable opinion of the Company, by Section&nbsp;409A. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2"><I>&lt;signature page follows&gt; </I></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>CHARLES &amp; COLVARD, LTD.</B></FONT></TD></TR>
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<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"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2"><I>/s/ Robert S. Thomas</I></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">Robert S. Thomas, CEO</FONT></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>EMPLOYEE</B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></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"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2"><I>/s/ Steven L. Abate</I></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">Steven L. Abate</FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>

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