EMPLOYMENT AGREEMENT

Exhibit 10.3

EMPLOYMENT AGREEMENT

1.    Employment . The Company hereby employs Executive to serve in such capacity and with such title as are set forth on the signature page hereto (the “Position”), and Executive agrees to serve in the Position with the Company, or to serve in suchother position or positions as the Company may determine in its sole discretion. The Executive hereby accepts such employment and agrees to devote his or her best efforts and his or her full time and attention exclusively to the business and affairs of the Company,as such business and affairs now exist and as they may be hereafter changed or augmented, under and pursuant to the general direction of the Board of Directors of the Company (the “Board”) and the Chief Executive Officer of the Company. The Company shall retain full direction and control of the manner, means and methods by which the Executive performs the services for which he or she is employed hereunder and of the place or places at which such services shall be rendered.

2.    Term of Employment . The term of the Executive’s employment shall continue until terminated by either party pursuant to the terms of this Agreement. Executive is employed by the Company “at will” and Executive’s employment may be terminated at any time, by Executive or the Company, for any reason and for no reason.

3.    Compensation and Expenses .

(a)    Salary . As compensation for the Executive’s services during the term of the Executive’s employment hereunder, the Company shall pay the Executive an annual salary (the “Salary”) as is set forth on the signature page hereto, payable in 24 equal semi-monthly installments, subject to required tax and other fiduciary withholding requirements. Both Executive and Company agree and acknowledge that Executive’s Salary may change following the date hereof, and the provisions hereof apply to the then outstanding Salary.

(b)    Expenses . The Company shall reimburse the Executive for all reasonable and necessary business expenses incurred by him or her in connection with the performance by him or her of his or her duties hereunder and in accordance with the Company’s policies and procedures with respect thereto, as they may be changed from time to time.

(c)    Stock Options . As of the date of this Agreement Executive has been granted the Stock Options set forth on Attachment 1 hereto, and the aggregate number of shares subject to such Stock Options is set forth on the signature page hereof. Both Executive and Company agree and acknowledge that the Stock Option grants and the number of shares of common stock subject to such Stock Options may change following the date hereof, and the provisions hereof apply to all such then outstanding Stock Options.

(d)    Vacation . The Executive shall be entitled to that number of annual paid personal days as are set forth on the signature page hereto. Personal days taken for vacations shall be taken at such times as the Executive and the Company may mutually agree.

(e)    Other Employee Benefits . The Executive shall be entitled to participate in the Company’s health insurance plans or programs and such other benefit plans as may be adopted, from time to time, by the Company, to the extent that they, by their terms, cover the Executive. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program at any time or from time to time.

(f)    Insurance . The Company may, at its discretion, secure at its own expense certain insurance policies, including without limitation, a “key-man” life insurance policy upon the life of the Executive, payable to the Company in the event of the Executive’s death. The Executive agrees that any such insurance policy shall be for the Company’s benefit only and acknowledges that no person claiming by or through the Executive shall have any right to the proceeds of such insurance policies. The Executive agrees to execute all documents and take all acts reasonably requested by the Company to secure and enjoy the benefits of such insurance policies.

4.    Restrictive Covenants .

(a)    Other Business Ventures . During the term of the Executive’s employment hereunder, the Executive shall not, without the prior approval of the Board, directly or indirectly, either as an officer, director, employee, agent, advisor, consultant, principal, stockholder, partner, owner or in any other capacity, on his own behalf or otherwise, in any way engage in, represent, be connected with or have a financial interest in, any business which is or, to the best of his or her knowledge, is about to become competitive with the business of the Company; provided, however, that nothing herein contained shall be deemed to prohibit the Executive from being a passive investor owning up to 1% of any class of outstanding securities of any company whose stock is publicly traded.

(b)    Proprietary Information and Inventions Agreement . The Executive agrees that the Executive’s employment by the Company is conditioned upon the Executive promptly signing an agreement in substantially the form of the Company’s standard form of Proprietary Information and Inventions Agreement.

5.    Termination of Employment by Executive For Good Cause . In the event the employment of the Executive with the Company is terminated by the Executive for “Good Cause,” the Executive shall immediately and fully vest in all of the Severance Benefits set forth in Section 7 below. For purposes of this Section 5, “Good Cause” shall be defined as: (i) a decrease in Executive’s compensation of greater than twenty-five percent (25%) of his or her compensation (x) immediately prior to such decrease or (y) in the aggregate over a period not exceeding two years (not including any decrease in compensation that is applied to each of the Company’s executive officers equally), (ii) a material change in Executive’s corporate position, title or responsibilities, or (iii) the relocation of the principal offices of the Company more than 80 miles from their present location without the Executive’s consent. In the event of the existence of Good Cause, the Executive may terminate his employment at any time.

6.    Termination of Employment Without Cause . In the event the employment of the Executive with the Company is terminated without “Cause” after six months of employment, the Executive shall immediately and fully vest in all of the Severance Benefits set forth in Section 7 below. For purposes of this Section 6, “Cause” shall be defined as the Executive’s: (i) violation of any material provisions of any written agreement between the Company and Executive, (ii) being convicted of a felony and lapse of all rights of appeal, or (iii) commitment of any act of willful misconduct, gross negligence, or dereliction of his or her duties.

7.    Severance Benefits and Election . In the event that the employment of the Executive is terminated (i) by the Executive for Good Cause pursuant to Section 5 or (ii) by the Company without Cause pursuant to Section 6, Executive shall have thirty days to elect the Release Severance or the No-Release Severance as set forth below:

(a)    No-Release Severance . Executive may elect to receive the following severance benefits without agreeing to a general release of all claims known and unknown: The Company shall pay Executive: (i) a lump sum equal to six month’s base salary of the Executive; (ii) any and all accrued but unpaid bonuses and (iii) any and all target bonuses for the six month period following such termination of employment, in all such cases within 30 days from the effective date of the termination (the “No-Release Severance”).

(b)    Partial Option Acceleration . Additionally, upon election of the No-Release Severance, the Executive shall (A) immediately and fully vest in and have the right to exercise 75% of any and all unvested stock options granted to Executive, whether or not otherwise vested, subject to the provisions concerning exercisability and restrictions on transfer of such options, set forth below.

(c)    Release Severance . Executive may elect to receive the following severance benefits upon agreeing to a general release of all claims known and unknown: The Company shall pay Executive: (i) a lump sum equal to twelve month’s base salary of the Executive; (ii) any and all accrued but unpaid bonuses and (iii) any and all target bonuses for the twelve month period following such termination of employment, in all such cases within 30 days from the effective date of the termination (the “Release Severance”). .

(d)    Full Option Acceleration . Additi