The Agreements provide for the payment of an annual base salary of $450,000 and $750,000 to Mr. Casey and Ms. Byrne, respectively, subject to review and adjustment from time to time by action of the Board of Directors or the Compensation Committee of the Company. Each Agreement also provides that the executive shall be eligible for the award of both performance-based and discretionary bonuses as approved by the Compensation Committee, and the Agreements note that the executives have already received restricted stock awards that are subject to performance vesting goals.

        The Agreements contain non-competition and non-solicitation covenants that will apply in specified circumstances for a period of one year following termination of employment. The Agreements also provide for the payment of severance benefits to the executives, including annual base salary and medical benefits for a one-year period, in the event that the Company terminates the executive with or without "Cause" or the executive resigns from the Company with or without "Good Reason" (including the executive's resignation during a specified period following a "Change of Control"); provided, that the Company shall not be obligated to pay the annual base salary severance amount in the event that (i) the executive is terminated with or without "Cause" or the executive resigns without "Good Reason" and (ii) the Company elects not to require that the executive comply with the non-competition and non-solicitation covenants contained in the Agreement. In addition, all unvested stock options and unvested restricted stock awards shall accelerate and become fully vested and exercisable in the event of an executive's death, his or her termination without "Cause," his or her resignation with "Good Reason" and, in the discretion of the Board of Directors, his or her termination by reason of "Disability."