EXECUTIVE EMPLOYMENT AGREEMENT for Anne-Marie Duliege

Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

2.                                       COMPENSATION.

2.1                                Salary.   As of the Effective Date, Executive shall receive for services to be rendered hereunder an annualized base salary of $346,000, payable on a semi-monthly basis, subject to payroll withholding and deductions and payable in accordance with the Company’s regular payroll schedule.  Such salary shall be reviewed annually and may be increased as approved by the Board.

2.2                                Bonus.   As of the Effective Date, Executive will be eligible to earn an annual bonus of up to thirty-five percent (35%) of base salary as determined by the Board of Directors upon the recommendations of its Compensation Committee and Chief Executive Officer and provided that Executive remains employed by the Company as of the date the bonus is calculated.  As of the Effective Date, seventy-five (75%) of the bonus amount will be based on the Company’s performance in meeting its planned operating objectives and twenty-five percent (25%) of the bonus amount will be based on the Executive’s performance against expectations of her position, as determined by the Company in its sole discretion.

2.3                                Standard Company Benefits.   Executive shall be entitled to all rights and benefits for which she is eligible under the terms and conditions of the standard Company benefits and compensation practices which may be in effect from time to time and provided by the Company to its employees generally.

2.4                                Equity Awards.   The Board will grant equity awards to Executive in its sole discretion.

3.                                       PROPRIETARY INFORMATION OBLIGATIONS.

3.1                                Agreement.   As a condition of employment, Executive agrees to execute and abide by the Proprietary Information and Inventions Agreement attached hereto as Exhibit A.

3.2                                Remedies.   Executive’s duties under the Employee Proprietary Information and Inventions Agreement shall survive termination of her employment with the Company.  Executive acknowledges that a remedy at law for any breach or threatened breach by her of the provisions of the Proprietary Information and Inventions Agreement would be inadequate, and she therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

3.3                                Third Party Agreements and Information.   Executive represents and warrants that Executive’s employment by the Company will not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform her duties to the Company without violating any such agreement. 

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Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, which would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party.  During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

4.                                       OUTSIDE ACTIVITIES DURING EMPLOYMENT.

4.1                                Non-Company Business.  Except with the prior written consent of the Company’s Board of Directors, Executive will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor, provided that Executive agrees not to become engaged in any other business activity which, in the reasonable judgment of the Board, is likely to interfere with Executive’s ability to discharge her duties and responsibilities to the Company.  Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of her duties hereunder.

4.2                                No Adverse Interests.   Except as permitted by Section 4.3, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by her to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

4.3                                Noncompetition.   During the term of her employment by the Company, except on behalf of the Company, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which were known by her to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that anything above to the contrary notwithstanding, she may own, as a passive investor, securities of any competitor corporation, so long as her direct holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation.

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5.                                       TERMINATION OF EMPLOYMENT.

5.1                                At-Will Relationship.   Executive’s employment relationship is at-will.  Either Executive or the Company may terminate the employment relationship at any time, with or without cause or advance notice.

5.2                                Termination Without Cause.

(a)                                   The Company may terminate Executive’s employment with the Company at any time without Cause, upon notice to Executive.

(b)                                   In the event Executive’s employment is terminated without Cause and such termination results in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder), the Company shall provide Executive the following severance benefits (the “ Severance Benefits ”):  (i) a lump sum cash severance payment equal to six (6) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will pay Executive’s COBRA premiums sufficient to maintain her group health insurance coverage in effect as of the date of the termination for twelve (12) months following the termination, provided that the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iii) Executive will have the ability to exercise any vested stock option shares granted to Executive by the Company until one (1) year following the date of the termination or the expiration of the term of any such options, whichever occurs earlier.  As a condition precedent to Executive’s receipt of the Severance Benefits, Executive must properly execute, and not revoke or attempt to revoke, the Release described in Section 6.

5.3                                Termination for Cause.

(a)                                         The Company may terminate Executive’s employment with the Company at any time for Cause, upon notice to Executive.

(b)                                         “Cause” for termination shall mean: indictment or conviction of any felony or of any crime involving dishonesty; participation in any fraud against the Company; breach of Executive’s duties to the Company, including persistent unsatisfactory performance of job duties; intentional damage to any property of the Company; conduct by Executive which in the good faith and reasonable determination of the Board demonstrates gross unfitness to serve; incapacity to perform the essential functions of Executive’s job for a period of ninety (90) consecutive days; or death.

(c)                                         In the event Executive’s employment is terminated at any time with Cause, she shall be entitled to receive her base salary, and her accrued but unused paid time off earned through the date of termination; Executive will not be entitled to severance pay, pay in lieu of notice or any other such compensation, except as may be

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provided in the Company’s severance benefit plan, if any, in effect on the termination date, or except as required by law.

5.4                                Termination for Good Reason.

(a)                                   Executive may voluntarily terminate her employment for “Good Reason” by notifying the Company in writing that Executive believes that an event described in this Section 5.4(a) has occurred (the “ Constructive Termination Notice ”), within ten (10) days after the initial occurrence of one of the following events; provided, however , that Executive shall not have “Good Reason” to terminate employment unless the Company does not cure the event described in this Section 5.4(a) within thirty (30) days following receipt by the Company of the Constructive Termination Notice:

(i)                                     the assignment to Executive of any duties or responsibilities which result in the material diminution of Executive’s position; provided, however , that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring corporation will not by itself result in a diminution of Executive’s position;

(ii)                                 a reduction by the Company in Executive’s annual base salary by greater than fifteen percent (15%), except to the extent the base salaries of other executive officers of the Company are accordingly reduced; or

(iii)                             a relocation of Executive, or the Company’s principal executive offices by more than forty (40) miles, except for required travel by Executive on the Company’s business.

(b)                                   In the event Executive terminates her employment for Good Reason, and such termination results in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder), the Company shall provide Executive the Severance Benefits described above in Section 5.2(b).

5.5                                Voluntary or Mutual Termination.

(a)                                   Executive may voluntarily terminate her employment with the Company at any time, after which no further compensation will be paid to Executive.

(b)                                   In the event Executive voluntarily terminates her employment other than for “Good Reason,” she will not be entitled to severance pay, pay in lieu of notice or any other such compensation.

5.6                                Involuntary Termination Following a Change in Control.

(a)                                   Definition.   For the purposes of this Agreement, a “Change in Control” shall mean a merger or consolidation of the Company with, or any sale of all or substantially all of the assets of the Company, to any other person, corporation or entity, unless as a result of such merger, consolidation or sale of assets the holders of the

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Company’s voting securities prior thereto hold at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or successor corporation after such transaction.

(b)                                   Severance Benefits.   In the event of the termination of Executive’s employment without Cause or Executive’s resignation for Good Reason, and in each case such termination results in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (an “ Involuntary Termination ”) within twelve (12) months immediately following the effective date of a Change in Control, in lieu of the Severance Benefits provided in Sections 5.2 and 5.4 herein, Executive will receive the following benefits upon such Involuntary Termination (the “ Change in Control Benefits ”): (i) a lump sum cash severance payment equal to twelve (12) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) a lump sum cash severance payment equal to one (1) times Executive’s annual target bonus potential, less applicable withholdings and deductions; (iii) if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will pay Executive’s COBRA premiums sufficient to maintain her group health insurance coverage in effect as of the date of the Involuntary Termination for twelve (12) months following the Involuntary Termination, provided that the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iv) Executive will have the ability to exercise any vested stock option shares granted to Executive by the Company until one (1) year following the date of the Involuntary Termination or the expiration of the term of any such option, whichever occurs earlier; and (v) the vesting of all of Executive’s outstanding equity awards shall be accelerated so that they vest in full and the Company’s right to repurchase any earlier exercised shares, if applicable, shall lapse.  As a condition precedent to Executive’s receipt of the Change in Control Benefits, Executive must properly execute, and not revoke or attempt to revoke, the Release described in Section 6.

6.                                       RELEASE.   As a condition of receipt of any benefits under Section 5 of this Agreement, Executive shall provide the Company with an executed and effective general release substantially in the form attached hereto as EXHIBIT B (the “ Release ”).

7.                                       NONINTER