11\. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing. Notices sent to the Holder shall be mailed, hand delivered or faxed and confirmed to the Holder at his, her or its address set forth in the Corporations records. Notices sent to the Corporation shall be mailed, hand delivered or faxed and confirmed to IASO BioMed, Inc. c/o Richard Schell, CEO, 7315 E Peakview Avenue, Centennial, Colorado 80111, or to such other address as the Corporation or the Holder shall notify the other as provided in this Section.

11 \ . Notices . All notices or communications hereunder , except as herein otherwise specifically provided , shall be in writing . Notices sent to the Holder shall be mailed , hand delivered or faxed and confirmed to the Holder at his , her or its address set forth in the Corporations records . Notices sent to the Corporation shall be mailed , hand delivered or faxed and confirmed to IASO BioMed , Inc . c / o Richard Schell , CEO , 7315 E Peakview Avenue , Centennial , Colorado 80111 , or to such other address as the Corporation or the Holder shall notify the other as provided in this Section .


THE UNDERSIGNED, the holder of the Warrant referenced below (the Warrant), hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ___________________________shares of common stock of IASO BioMed, Inc. (the Shares) to which such Warrant relates, herewith makes payment of $________________ therefor in cash, certified check or bank draft, and hereby requests that a certificate evidencing the Shares be delivered to ________________________________________, the address of whom is set forth below the signature of the undersigned.


During the Term of this Agreement, the Executive shall serve as Chief Operating Officer of the Company. The Executive shall have such duties and responsibilities as are set forth on the Job Description attached hereto as Exhibit A, and such other duties as the Chairman of the Board of the Company may reasonably assign from time to time. During the Term of this Agreement, the Executive shall devote substantially all her working time and efforts to the business and affairs of the Company and shall work in good faith to perform her duties, provided however that the Executive may engage in activities relating to personal matters (including personal financial matters) and in such corporate, industry, civic and charitable activities, so long as such service does not materially interfere with the performance of her duties hereunder or violate her obligations under Section 6 below.

During the Term of this Agreement , the Executive shall serve as Chief Operating Officer of the Company . The Executive shall have such duties and responsibilities as are set forth on the Job Description attached hereto as Exhibit A , and such other duties as the Chairman of the Board of the Company may reasonably assign from time to time . During the Term of this Agreement , the Executive shall devote substantially all her working time and efforts to the business and affairs of the Company and shall work in good faith to perform her duties , provided however that the Executive may engage in activities relating to personal matters ( including personal financial matters ) and in such corporate , industry , civic and charitable activities , so long as such service does not materially interfere with the performance of her duties hereunder or violate her obligations under Section 6 below .


Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to conflicts of law.

Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to conflicts of law .


As Chief Operating Officer , the Executive shall be responsible for duties and responsibilities including without limitation oversight and execution of the following:

As Chief Operating Officer , the Executive shall be responsible for duties and responsibilities including without limitation oversight and execution of the following :


This Agreement (this Agreement) is made effective as of February 16, 2017 (the Effective Date), by and between Heritage Bank of St. Tammany (the Bank), a federally-chartered institution, and W. David Crumhorn (Executive).

This Agreement ( this Agreement ) is made effective as of February 16 , 2017 ( the Effective Date ) , by and between Heritage Bank of St . Tammany ( the Bank ) , a federally-chartered institution , and W . David Crumhorn ( Executive ) .


(a)The term of this Agreement will begin as of the Effective Date and will continue until the third anniversary of the Effective Date. The Board of Directors (other than Executive, if applicable) will review the Agreement at least ninety (90) days prior the expiration of the term for the purpose of determining whether to extend the term of the Agreement for another three years or such other time period as mutually agreed upon by the parties. Nothing in this Agreement shall mandate or prohibit a continuation of Executives employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may mutually agree.

( a ) The term of this Agreement will begin as of the Effective Date and will continue until the third anniversary of the Effective Date . The Board of Directors ( other than Executive , if applicable ) will review the Agreement at least ninety ( 90 ) days prior the expiration of the term for the purpose of determining whether to extend the term of the Agreement for another three years or such other time period as mutually agreed upon by the parties . Nothing in this Agreement shall mandate or prohibit a continuation of Executives employment following the expiration of the term of this Agreement , upon such terms and conditions as the Bank and Executive may mutually agree .


(a)The compensation specified under this Agreement shall constitute consideration paid by the Bank in exchange for duties described in Section1 of this Agreement. The Bank shall pay Executive, as compensation, a salary of not less than $173,200 per year (Base Salary). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Base Salary shall be payable in accordance with the Banks customary payroll practices. During the term of this Agreement, Executives Base Salary shall be reviewed at least annually by December 31st of each year. The review shall be conducted by the Board of Directors or by a committee designated by the Board of Directors. The committee or the Board of Directors may increase, but not decrease, Executives Base Salary at any time, except for a decrease not in excess of any decrease generally applicable to all senior officers of the Bank. Any increase in Base Salary shall become the Base Salary for purposes of this Agreement.

( a ) The compensation specified under this Agreement shall constitute consideration paid by the Bank in exchange for duties described in Section1 of this Agreement . The Bank shall pay Executive , as compensation , a salary of not less than $ 173 , 200 per year ( Base Salary ) . Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank . Base Salary shall be payable in accordance with the Banks customary payroll practices . During the term of this Agreement , Executives Base Salary shall be reviewed at least annually by December 31st of each year . The review shall be conducted by the Board of Directors or by a committee designated by the Board of Directors . The committee or the Board of Directors may increase , but not decrease , Executives Base Salary at any time , except for a decrease not in excess of any decrease generally applicable to all senior officers of the Bank . Any increase in Base Salary shall become the Base Salary for purposes of this Agreement .


Agreement). Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event that Section 409A of the Internal Revenue Code of 1986 , as amended (Code) applies to the payment, and Executive is considered a Specified Employee under Code Section 409A, on the first day of the seventh month following the Date of Termination. The payments shall not be reduced in the event Executive obtains other employment following termination of employment.

Agreement ) . Any payments hereunder shall be made in a lump sum within thirty ( 30 ) days after the Date of Termination , or in the event that Section 409A of the Internal Revenue Code of 1986 , as amended ( Code ) applies to the payment , and Executive is considered a Specified Employee under Code Section 409A , on the first day of the seventh month following the Date of Termination . The payments shall not be reduced in the event Executive obtains other employment following termination of employment .


(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Banks affairs by a notice served under Section 8(e)(3) [ 12USC 1818 (e)(3)] or 8(g)(1) [ 12 USC 1818 (g)(1)] of the Federal Deposit Insurance Act ( the FDI Act), the Banks obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

( b ) If Executive is suspended from office and / or temporarily prohibited from participating in the conduct of the Banks affairs by a notice served under Section 8 ( e ) ( 3 ) [ 12USC 1818 ( e ) ( 3 ) ] or 8 ( g ) ( 1 ) [ 12 USC 1818 ( g ) ( 1 ) ] of the Federal Deposit Insurance Act ( the FDI Act ) , the Banks obligations under this Agreement shall be suspended as of the date of service , unless stayed by appropriate proceedings . If the charges in the notice are dismissed , the Bank may in its discretion ( i ) pay Executive all or part of the compensation withheld while its contract obligations were suspended and ( ii ) reinstate ( in whole or in part ) any of its obligations which were suspended .


(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Banks affairs by an order issued under Section 8(e)(4) [ 12 USC 1818 (e)(4)] or 8(g)(1) [ 12 USC 1818 (g)(1)] of the FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

( c ) If Executive is removed and / or permanently prohibited from participating in the conduct of the Banks affairs by an order issued under Section 8 ( e ) ( 4 ) [ 12 USC 1818 ( e ) ( 4 ) ] or 8 ( g ) ( 1 ) [ 12 USC 1818 ( g ) ( 1 ) ] of the FDI Act , all obligations of the Bank under this Agreement shall terminate as of the effective date of the order , but vested rights of the contracting parties shall not be affected .


(e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank, (i) by the Comptroller of the Currency (the Comptroller) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [ 12 USC 1823 (c)] of the FDI Act; or (ii)by the Comptroller or his or her designee at the time the Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

( e ) All obligations under this Agreement shall be terminated , except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank , ( i ) by the Comptroller of the Currency ( the Comptroller ) or his or her designee , at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 ( c ) [ 12 USC 1823 ( c ) ] of the FDI Act ; or ( ii ) by the Comptroller or his or her designee at the time the Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller to be in an unsafe or unsound condition . Any rights of the parties that have already vested , however , shall not be affected by such action .


(f) Any payments made to Executive pursuant to this Agreement or otherwise are subject to and conditioned upon compliance with 12 U.S.C. Section 1828 (k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. 563 .39.

( f ) Any payments made to Executive pursuant to this Agreement or otherwise are subject to and conditioned upon compliance with 12 U . S . C . Section 1828 ( k ) and any rules and regulations promulgated thereunder , including 12 C . F . R . Part 359 , and to the extent applicable , 12 C . F . R . 563 . 39 .


The Bank and the Company shall provide Executive (including his heirs, executors and administrators) with coverage under a standard directors and officers liability insurance policy at its expense. The Bank shall indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under its Articles of Incorporation, Bylaws and applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank (whether or not he continues to be a director or officer at the time of incurring the expenses or liabilities), the expenses and liabilities to include, but not be limited to, advancement of legal fees and expenses, judgments, court costs and attorneys fees and the cost of reasonable settlements. Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act , 12 U.S.C. 1828 (k), and the regulations issued thereunder in 12 C.F.R. Part 359.

The Bank and the Company shall provide Executive ( including his heirs , executors and administrators ) with coverage under a standard directors and officers liability insurance policy at its expense . The Bank shall indemnify Executive ( and his heirs , executors and administrators ) to the fullest extent permitted under its Articles of Incorporation , Bylaws and applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action , suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank ( whether or not he continues to be a director or officer at the time of incurring the expenses or liabilities ) , the expenses and liabilities to include , but not be limited to , advancement of legal fees and expenses , judgments , court costs and attorneys fees and the cost of reasonable settlements . Any such indemnification shall be made consistent with Section 18 ( k ) of the Federal Deposit Insurance Act , 12 U . S . C . 1828 ( k ) , and the regulations issued thereunder in 12 C . F . R . Part 359 .


Attest: | | HERITAGE BANK OF ST. TAMMANY ---|---|---

Attest : | | HERITAGE BANK OF ST . TAMMANY - - - | - - - | - - -


2. | Duties. During the Term, Executive shall serve on a full-time basis as the Chief Financial Officer of the Company. Executives duties and responsibilities as the Chief Financial Officer of the Company shall include those duties customarily associated with an officer with a similar title or as may be assigned to him from time to time by the Board of Directors of the Company or any committee thereof (the Board of Directors). Executive shall be assigned to work primarily out of the Companys Boston, Massachusetts office or any other Company office that is or will be located within 20 miles thereof (the Primary Office Location), it being understood and agreed that Executive shall be required to travel as necessary in the course of his employment. Executive shall devote his full business-time attention and energies and use his best efforts in his employment with the Company; provided, however, that this Agreement shall not be interpreted as prohibiting Executive from ---|---

2 . | Duties . During the Term , Executive shall serve on a full-time basis as the Chief Financial Officer of the Company . Executives duties and responsibilities as the Chief Financial Officer of the Company shall include those duties customarily associated with an officer with a similar title or as may be assigned to him from time to time by the Board of Directors of the Company or any committee thereof ( the Board of Directors ) . Executive shall be assigned to work primarily out of the Companys Boston , Massachusetts office or any other Company office that is or will be located within 20 miles thereof ( the Primary Office Location ) , it being understood and agreed that Executive shall be required to travel as necessary in the course of his employment . Executive shall devote his full business-time attention and energies and use his best efforts in his employment with the Company ; provided , however , that this Agreement shall not be interpreted as prohibiting Executive from - - - | - - -


| Company (Payment) would constitute in whole or in part an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986 , as amended (the Code) subject to the excise tax imposed by Section4999 of the Code (the Excise Tax), then such Payment shall be either (i)the full amount of such Payment or (ii)such lesser amount (with cash payments being reduced before equity compensation) as would result if the Payment were reduced until no portion of the Payment was subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal state and local employment taxes, income taxes, and the Excise Tax, results in Executives retention, on an after-tax basis, of the greater net amount. ---|---

| Company ( Payment ) would constitute in whole or in part an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986 , as amended ( the Code ) subject to the excise tax imposed by Section4999 of the Code ( the Excise Tax ) , then such Payment shall be either ( i ) the full amount of such Payment or ( ii ) such lesser amount ( with cash payments being reduced before equity compensation ) as would result if the Payment were reduced until no portion of the Payment was subject to the Excise Tax , whichever of the foregoing amounts , taking into account the applicable federal state and local employment taxes , income taxes , and the Excise Tax , results in Executives retention , on an after-tax basis , of the greater net amount . - - - | - - -


21. | Governing Law. This Agreement has been executed and delivered in the Commonwealth of Massachusetts and its validity, interpretation, performance and enforcement will be governed by the laws of that state applicable to contacts made and to be performed entirely within that state. ---|---

21 . | Governing Law . This Agreement has been executed and delivered in the Commonwealth of Massachusetts and its validity , interpretation , performance and enforcement will be governed by the laws of that state applicable to contacts made and to be performed entirely within that state . - - - | - - -


| governed by the Federal Arbitration Act, 9 U.S.C. 1-16 , and not state law. The arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator may award any form of remedy or relief that would otherwise be available in court (including equitable relief such as injunctions, temporary restraining orders, etc.), consistent with applicable law. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Massachusetts state or federal court with experience in matters involving employment disputes. The party initiating arbitration will be responsible for paying the filing fee for the arbitration required by the arbitration service provider; provided, however, Executives payment of any such filing fee shall not exceed the filing fee for a civil action in the Massachusetts state court system and the Company shall reimburse Executive for any such fee in excess of that amount. The Company will pay the arbitrators fee to the extent required by law. Any award pursuant to said arbitration shall be accompanied by a detailed written opinion of the arbitrator setting forth the reason for the award. Executive knows that options other than arbitration, such as state and federal administrative and judicial remedies, are available to resolve any discrimination claim, and despite such knowledge Executive agrees to arbitrate all claims pursuant to this Section. Executive understands that by signing this Agreement, he is waiving, and will forever be precluded from asserting, his right to utilize statutory administrative procedures and to seek judicial remedies with respect to such claims. ---|---

| governed by the Federal Arbitration Act , 9 U . S . C . 1-16 , and not state law . The arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules . The arbitrator may award any form of remedy or relief that would otherwise be available in court ( including equitable relief such as injunctions , temporary restraining orders , etc . ) , consistent with applicable law . Unless the parties agree otherwise , the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Massachusetts state or federal court with experience in matters involving employment disputes . The party initiating arbitration will be responsible for paying the filing fee for the arbitration required by the arbitration service provider ; provided , however , Executives payment of any such filing fee shall not exceed the filing fee for a civil action in the Massachusetts state court system and the Company shall reimburse Executive for any such fee in excess of that amount . The Company will pay the arbitrators fee to the extent required by law . Any award pursuant to said arbitration shall be accompanied by a detailed written opinion of the arbitrator setting forth the reason for the award . Executive knows that options other than arbitration , such as state and federal administrative and judicial remedies , are available to resolve any discrimination claim , and despite such knowledge Executive agrees to arbitrate all claims pursuant to this Section . Executive understands that by signing this Agreement , he is waiving , and will forever be precluded from asserting , his right to utilize statutory administrative procedures and to seek judicial remedies with respect to such claims . - - - | - - -


| (b) | Exceptions. The Parties agree not to institute any litigation or proceedings against each other in connection with this Agreement except as provided in this Section, provided, however, that the Company shall have the right to seek injunctive relief or other equitable remedies in a court of competent jurisdiction as provided in Section10 or with regard to any other Restrictive Covenant (e.g., non-disclosure, non-competition, non-solicitation, etc.) between the Company and Executive. Any such injunctive relief or other equitable remedies shall be sought exclusively in any federal or state court of competent jurisdiction in the Commonwealth of Massachusetts , and both parties consent to the exclusive jurisdiction of the state and federal courts of Massachusetts for such purposes. Moreover, nothing in this Section shall be construed to preclude Executive from participating or cooperating in any investigation or proceeding conducted by the Massachusetts Commission Against Discrimination, the Equal Employment Opportunity Commission or any other administrative agency. However, in the event that a charge or complaint is filed against the Company with any administrative agency or in the event of an authorized investigation, charge or lawsuit filed against the Company by any administrative agency, Executive expressly waives and shall not accept any award or damages from such a proceeding but instead will pursue any claim for such damages in an arbitration proceeding as set forth in this Section. ---|---|---

| ( b ) | Exceptions . The Parties agree not to institute any litigation or proceedings against each other in connection with this Agreement except as provided in this Section , provided , however , that the Company shall have the right to seek injunctive relief or other equitable remedies in a court of competent jurisdiction as provided in Section10 or with regard to any other Restrictive Covenant ( e . g . , non-disclosure , non-competition , non-solicitation , etc . ) between the Company and Executive . Any such injunctive relief or other equitable remedies shall be sought exclusively in any federal or state court of competent jurisdiction in the Commonwealth of Massachusetts , and both parties consent to the exclusive jurisdiction of the state and federal courts of Massachusetts for such purposes . Moreover , nothing in this Section shall be construed to preclude Executive from participating or cooperating in any investigation or proceeding conducted by the Massachusetts Commission Against Discrimination , the Equal Employment Opportunity Commission or any other administrative agency . However , in the event that a charge or complaint is filed against the Company with any administrative agency or in the event of an authorized investigation , charge or lawsuit filed against the Company by any administrative agency , Executive expressly waives and shall not accept any award or damages from such a proceeding but instead will pursue any claim for such damages in an arbitration proceeding as set forth in this Section . - - - | - - - | - - -


| | | | ---|---|---|---|--- NEWSTAR FINANCIAL, INC. | By: | |


General Release. Except with respect to any rights, obligations or duties arising out of this Agreement, and in consideration of the payments and benefits set forth in this Agreement, Executive hereby releases and discharges NewStar and anyone acting by, through or on behalf of NewStar, including but not limited NewStars directors, officers, employees, stockholders, representatives and agents (collectively, the Releasees), to the fullest extent permitted by law, of and from any and all complaints, charges, lawsuits or claims for relief of any kind by Executive that he now has, ever had or ever may have against the Releasees, or any of them, whether known or unknown, arising out of any matter or thing that has happened before he signs this Agreement, including but not limited to (i)claims for tort or contract; (ii)claims arising out of, based on, or connected with Executives employment, including terms and conditions of employment, by NewStar and the cessation of that employment; and (iii)claims arising under any federal, state or local labor, employment or discrimination laws, including but not limited to the following (all as amended): Title VII of the Civil Rights Act of 1964 , the Age Discrimination in Employment Act of 1967 (ADEA), the Americans with Disabilities Act ( ADA), the Equal Pay Act of 1963 , the Genetic Information Non-Discrimination Act , the Family and Medical Leave Act , the Massachusetts Fair Employment Practices Act ( G.L. c. 151B), the Massachusetts Civil Rights Act , the Massachusetts Equal Rights Act , the Massachusetts Wage Act , and any other local, state or federal law, policy, order, regulation or guideline affecting or relating to claims or rights of employees. The release contained herein is a GENERAL RELEASE, including of statutory claims. Nothing in this Agreement shall be construed to preclude Executive from participating or cooperating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, or any other local, state or federal administrative agency, including with respect to a challenge to this General Release. However, in the event that a charge or complaint is filed against the Releasees, or any of them, with any administrative agency or in the event of an authorized investigation, charge or lawsuit filed against the Releasees, or any of them, by any administrative agency, Executive expressly waives and shall not accept any award or damages therefrom.

General Release . Except with respect to any rights , obligations or duties arising out of this Agreement , and in consideration of the payments and benefits set forth in this Agreement , Executive hereby releases and discharges NewStar and anyone acting by , through or on behalf of NewStar , including but not limited NewStars directors , officers , employees , stockholders , representatives and agents ( collectively , the Releasees ) , to the fullest extent permitted by law , of and from any and all complaints , charges , lawsuits or claims for relief of any kind by Executive that he now has , ever had or ever may have against the Releasees , or any of them , whether known or unknown , arising out of any matter or thing that has happened before he signs this Agreement , including but not limited to ( i ) claims for tort or contract ; ( ii ) claims arising out of , based on , or connected with Executives employment , including terms and conditions of employment , by NewStar and the cessation of that employment ; and ( iii ) claims arising under any federal , state or local labor , employment or discrimination laws , including but not limited to the following ( all as amended ) : Title VII of the Civil Rights Act of 1964 , the Age Discrimination in Employment Act of 1967 ( ADEA ) , the Americans with Disabilities Act ( ADA ) , the Equal Pay Act of 1963 , the Genetic Information Non-Discrimination Act , the Family and Medical Leave Act , the Massachusetts Fair Employment Practices Act ( G . L . c . 151B ) , the Massachusetts Civil Rights Act , the Massachusetts Equal Rights Act , the Massachusetts Wage Act , and any other local , state or federal law , policy , order , regulation or guideline affecting or relating to claims or rights of employees . The release contained herein is a GENERAL RELEASE , including of statutory claims . Nothing in this Agreement shall be construed to preclude Executive from participating or cooperating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission , or any other local , state or federal administrative agency , including with respect to a challenge to this General Release . However , in the event that a charge or complaint is filed against the Releasees , or any of them , with any administrative agency or in the event of an authorized investigation , charge or lawsuit filed against the Releasees , or any of them , by any administrative agency , Executive expressly waives and shall not accept any award or damages therefrom .


This Employment Agreement (Agreement) is made and entered into by and between Daseke,Inc. , a Delaware corporation (the Company), and Don Daseke (Employee) effective as of February27, 2017 (the Effective Date).

This Employment Agreement ( Agreement ) is made and entered into by and between Daseke , Inc . , a Delaware corporation ( the Company ) , and Don Daseke ( Employee ) effective as of February27 , 2017 ( the Effective Date ) .


1. Employment. During the Employment Period (as defined in Section4), the Company shall employ Employee, and Employee shall serve, as Chief Executive Officer (CEO) and President of the Company and in such other position or positions as may be assigned from time to time by the board of directors (the Board) of the Company. In addition, during the Employment Period, the Company shall nominate the Employee to serve as Chairman of the Board for no additional consideration.

1 . Employment . During the Employment Period ( as defined in Section4 ) , the Company shall employ Employee , and Employee shall serve , as Chief Executive Officer ( CEO ) and President of the Company and in such other position or positions as may be assigned from time to time by the board of directors ( the Board ) of the Company . In addition , during the Employment Period , the Company shall nominate the Employee to serve as Chairman of the Board for no additional consideration .


(a) Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $550,000 (the Base Salary) in consideration for Employees services under this Agreement, payable in substantially equal installments in conformity with the Companys customary payroll practices for other senior executives as may exist from time to time, but no less frequently than monthly. The Base Salary shall be reviewed by the Compensation Committee of the Board (the Compensation Committee) in accordance with the Companys policies and practices, but no less frequently than once annually, and may be increased but not decreased (unless agreed to in writing by Employee). To the extent applicable, the term Base Salary shall include any such increases (or decreases agreed to in writing by Employee) to the Base Salary enumerated above.

( a ) Base Salary . During the Employment Period , the Company shall pay to Employee an annualized base salary of $ 550 , 000 ( the Base Salary ) in consideration for Employees services under this Agreement , payable in substantially equal installments in conformity with the Companys customary payroll practices for other senior executives as may exist from time to time , but no less frequently than monthly . The Base Salary shall be reviewed by the Compensation Committee of the Board ( the Compensation Committee ) in accordance with the Companys policies and practices , but no less frequently than once annually , and may be increased but not decreased ( unless agreed to in writing by Employee ) . To the extent applicable , the term Base Salary shall include any such increases ( or decreases agreed to in writing by Employee ) to the Base Salary enumerated above .


immediately following the month in which Employee timely remits the Monthly Premium Payment. Employee shall be eligible to receive such reimbursement payments until the earlier of: (x)the date Employee is no longer eligible to receive COBRA continuation coverage, (y)the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee) and (z)eighteen months following the Termination Date; provided, however, that Employee acknowledges and agrees that (1)the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employees sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, (2)in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (collectively, the PPACA) and (3)if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section2716 of the PPACA or otherwise causing the Company to incur a penalty, tax or other adverse impact on the Company, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company.

immediately following the month in which Employee timely remits the Monthly Premium Payment . Employee shall be eligible to receive such reimbursement payments until the earlier of : ( x ) the date Employee is no longer eligible to receive COBRA continuation coverage , ( y ) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer ( and any such eligibility shall be promptly reported to the Company by Employee ) and ( z ) eighteen months following the Termination Date ; provided , however , that Employee acknowledges and agrees that ( 1 ) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employees sole responsibility , and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage , ( 2 ) in no event shall the Company be required to pay a Monthly Reimbursement Amount if such payment could reasonably be expected to subject the Company to sanctions imposed pursuant to Section2716 of the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder ( collectively , the PPACA ) and ( 3 ) if payment of a Monthly Reimbursement Amount cannot be provided to Employee without subjecting the Company to sanctions imposed pursuant to Section2716 of the PPACA or otherwise causing the Company to incur a penalty , tax or other adverse impact on the Company , then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to Employee without such adverse impact on the Company .


16. Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section11 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Dallas, Dallas County, Texas.

16 . Applicable Law ; Submission to Jurisdiction . This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction . With respect to any claim or dispute related to or arising under this Agreement , the parties hereby consent to the arbitration provisions of Section11 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement , then they consent to the exclusive jurisdiction , forum and venue of the state and federal courts located in Dallas , Dallas County , Texas .


Daseke,Inc. --- ATTN: Chief Financial Officer 15455 Dallas Parkway, Suite440 Addison, TX 75001 < br/>

Daseke , Inc . - - - ATTN : Chief Financial Officer 15455 Dallas Parkway , Suite440 Addison , TX 75001 & lt ; br / & gt ;


Don Daseke --- The most recent address on the Companys records.

Don Daseke - - - The most recent address on the Companys records .


(a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the Base Salary) of no less than $400,000 , payable in accordance with the Companys regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the Compensation Committee), and may be increased but not decreased.

( a ) Base Salary . During the Employment Period , the Executive shall receive an annual base salary ( the Base Salary ) of no less than $ 400 , 000 , payable in accordance with the Companys regular payroll practices . The Base Salary shall be reviewed periodically by the Compensation Committee of the Board ( the Compensation Committee ) , and may be increased but not decreased .


This General Release of All Claims (this Agreement) is entered into by and between Vinu Thomas (Employee) and Presidio, Inc. , a Delaware corporation (the Company), dated as of the date an executed copy of this Agreement has been delivered by Employee to the Company, as set forth in the signature block at the end of this Agreement (the Effective Date).

This General Release of All Claims ( this Agreement ) is entered into by and between Vinu Thomas ( Employee ) and Presidio , Inc . , a Delaware corporation ( the Company ) , dated as of the date an executed copy of this Agreement has been delivered by Employee to the Company , as set forth in the signature block at the end of this Agreement ( the Effective Date ) .


Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Employee pursuant to the Employment Agreement, as of the Effective Date, Employee unconditionally and forever releases, discharges, and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys and consultants fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Employment Agreement and the subject matter thereto, and any other agreements, events, acts, or conduct at any time prior to and including the Effective Date other than the Excluded Obligations (as defined below) (the Released Claims) against the Released Parties. The Released Claims include any and all matters relating to Employees employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of its subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability, or any other characteristic protected by federal, state, or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation, or order, including, without limitation, TitleVII of the Civil Rights Act of 1964 , as amended, the Civil Rights Act of 1991 ; the Americans with Disabilities Act ; claims under the Employee Retirement Income Security Act of 1974 , as amended, the Equal Pay Act , the Fair Labor Standards Act , as amended, the Family and Medical Leave Act of 1993 , as amended, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law and any other claims under the common law.

Except as provided in the next paragraph , in consideration of the payments made and to be made , and benefits provided and to be provided , to Employee pursuant to the Employment Agreement , as of the Effective Date , Employee unconditionally and forever releases , discharges , and waives any and all actual and potential claims , liabilities , demands , actions , causes of action , suits , costs , controversies , judgments , decrees , verdicts , attorneys and consultants fees , damages , indemnities , and obligations of every kind and nature , in law , equity , or otherwise , known and unknown , suspected and unsuspected , disclosed and undisclosed , arising out of or in any way related to the Employment Agreement and the subject matter thereto , and any other agreements , events , acts , or conduct at any time prior to and including the Effective Date other than the Excluded Obligations ( as defined below ) ( the Released Claims ) against the Released Parties . The Released Claims include any and all matters relating to Employees employment including , without limitation , claims or demands related to salary , bonuses , commissions , stock , equity awards , or any other ownership interest in the Company or any of its subsidiaries or affiliates , vacation pay , fringe benefits , expense reimbursements , severance pay , or any other form of compensation ; claims for discrimination based upon race , color , sex , creed , national origin , age , disability , or any other characteristic protected by federal , state , or local law or any other violation of any Equal Employment Opportunity Law , ordinance , rule , regulation , or order , including , without limitation , TitleVII of the Civil Rights Act of 1964 , as amended , the Civil Rights Act of 1991 ; the Americans with Disabilities Act ; claims under the Employee Retirement Income Security Act of 1974 , as amended , the Equal Pay Act , the Fair Labor Standards Act , as amended , the Family and Medical Leave Act of 1993 , as amended , or the laws of any country governing discrimination in employment , the payment of wages or benefits , or any other aspect of employment . The Released Claims also include claims for wrongful discharge , fraud , or misrepresentation under any statute , rule , or regulation or under the common law and any other claims under the common law .


2\. Release and Waiver of Claims Under the Age Discrimination in Employment Act < br/>

2 \ . Release and Waiver of Claims Under the Age Discrimination in Employment Act & lt ; br / & gt ;


This Employment Agreement (Agreement) is made and entered into by and between Swift Energy Company , a Delaware corporation (the Company), and Christopher M. Abundis (Employee), effective as of March 20, 2017 (as applicable, the Effective Date).

This Employment Agreement ( Agreement ) is made and entered into by and between Swift Energy Company , a Delaware corporation ( the Company ) , and Christopher M . Abundis ( Employee ) , effective as of March 20 , 2017 ( as applicable , the Effective Date ) .


(a) Base Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $315,000 (the Base Salary) in consideration for Employees services under this Agreement, payable in substantially equal installments in conformity with the Companys customary payroll practices for other senior executives as may exist from time to time, but no less frequently than monthly. The Base Salary shall be reviewed by the Board in accordance with the Companys policies and practices, but no less frequently than once annually, and may be increased but not decreased unless such decrease is agreed to in writing by Employee. To the extent applicable, the term Base Salary shall include any such increases (or decreases agreed to in writing by Employee) to the Base Salary enumerated above.

( a ) Base Salary . During the Employment Period , the Company shall pay to Employee an annualized base salary of $ 315 , 000 ( the Base Salary ) in consideration for Employees services under this Agreement , payable in substantially equal installments in conformity with the Companys customary payroll practices for other senior executives as may exist from time to time , but no less frequently than monthly . The Base Salary shall be reviewed by the Board in accordance with the Companys policies and practices , but no less frequently than once annually , and may be increased but not decreased unless such decrease is agreed to in writing by Employee . To the extent applicable , the term Base Salary shall include any such increases ( or decreases agreed to in writing by Employee ) to the Base Salary enumerated above .


(c) Incentive Compensation. During the Employment Period, Employee shall be eligible to (i) participate in all of the Companys short-term and long-term incentive compensation plans, programs or arrangements made available to other senior executives and (ii) receive awards under the Swift Energy Company 2016 Equity Incentive Plan, as amended from time to time, or any other equity incentive plan, program or arrangement made available to other senior executives (the Equity Incentive Plan), in each case, in amounts determined by the Board (or a committee thereof) in its sole discretion and subject to the terms and conditions of such plans, programs or arrangements as in effect from time to time. Except as set forth in Section 3(d) and (e), nothing herein shall be construed to give Employee any rights to any amount or type of grant or award except as provided in a written award agreement with Employee and approved by the Board (or a committee thereof).

( c ) Incentive Compensation . During the Employment Period , Employee shall be eligible to ( i ) participate in all of the Companys short-term and long-term incentive compensation plans , programs or arrangements made available to other senior executives and ( ii ) receive awards under the Swift Energy Company 2016 Equity Incentive Plan , as amended from time to time , or any other equity incentive plan , program or arrangement made available to other senior executives ( the Equity Incentive Plan ) , in each case , in amounts determined by the Board ( or a committee thereof ) in its sole discretion and subject to the terms and conditions of such plans , programs or arrangements as in effect from time to time . Except as set forth in Section 3 ( d ) and ( e ) , nothing herein shall be construed to give Employee any rights to any amount or type of grant or award except as provided in a written award agreement with Employee and approved by the Board ( or a committee thereof ) .


by the Company hereunder (the Annual Equity Award). The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant, of approximately 70% of Employees Base Salary as in effect on date of grant for such Annual Equity Award (the Award Year). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one- half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting (the Time RSUs) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance- based vesting (the Performance RSUs). The terms and conditions (including vesting) applicable to the Annual Equity Award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall cliff vest in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the 2017 Guaranteed Annual Equity Award), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 17.5% of Employees Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 17.5% of Employees Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the 2017 Performance Annual Equity Award) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Companys budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 17.5% of Employees Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 17.5% of Employees Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally.

by the Company hereunder ( the Annual Equity Award ) . The Annual Equity Award shall have an aggregate target value , determined as of the applicable date ( s ) of grant , of approximately 70 % of Employees Base Salary as in effect on date of grant for such Annual Equity Award ( the Award Year ) . The amount and type ( s ) of equity award shall be determined by the Board ( or a committee thereof ) annually , in its sole discretion , but it is anticipated that the one - half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting ( the Time RSUs ) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance - based vesting ( the Performance RSUs ) . The terms and conditions ( including vesting ) applicable to the Annual Equity Award shall be determined by the Board ( or a committee thereof ) annually , in its sole discretion , but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first , second and third anniversary of the applicable date of grant and the Performance RSUs shall cliff vest in full on the third anniversary of the applicable date of grant , subject to satisfaction of applicable performance condition ( s ) established by the Board ( or a committee thereof ) , in its sole discretion , and communicated to Employee on such date of grant and set forth in the applicable award agreement . Notwithstanding the foregoing , Employee shall receive an Annual Equity Award for calendar year 2017 ( the 2017 Guaranteed Annual Equity Award ) , which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant , that shall consist of ( i ) Time RSUs with an aggregate value equal to approximately 17 . 5 % of Employees Base Salary and ( ii ) Performance RSUs with an aggregate target value equal to approximately 17 . 5 % of Employees Base Salary . In addition , Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 ( the 2017 Performance Annual Equity Award ) based on the achievement of performance targets established by the Board ( or a committee thereof ) related to the Companys budget and forecast in place sixty ( 60 ) days following the Effective Date , which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant , that shall consist of ( i ) Time RSUs with aggregate value equal to approximately 17 . 5 % of Employees Base Salary and ( ii ) Performance RSUs with aggregate target value equal to approximately 17 . 5 % of Employees Base Salary . In each case , the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to the anticipated terms and conditions described above in this Section 3 ( e ) for Annual Equity Awards generally .


revocation period has not fully expired without revocation of the Release by Employee, then Employee shall not be entitled to any portion of the Severance Consideration. As used herein, the Release Expiration Date is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Employee (which shall occur no later than seven (7) days after the Termination Date) or, in the event that such termination of employment is in connection with an exit incentive or other employment termination program (as such phrase is defined in the Age Discrimination in Employment Act of 1967 , as amended), the date that is forty-five (45) days following such delivery date.

revocation period has not fully expired without revocation of the Release by Employee , then Employee shall not be entitled to any portion of the Severance Consideration . As used herein , the Release Expiration Date is that date that is twenty-one ( 21 ) days following the date upon which the Company delivers the Release to Employee ( which shall occur no later than seven ( 7 ) days after the Termination Date ) or , in the event that such termination of employment is in connection with an exit incentive or other employment termination program ( as such phrase is defined in the Age Discrimination in Employment Act of 1967 , as amended ) , the date that is forty-five ( 45 ) days following such delivery date .


with the Company shall be finally settled by arbitration in Harris County, Texas before, and in accordance with the then-existing American Arbitration Association (AAA) Employment Arbitration Rules . The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 10 shall be heard by a single arbitrator (the Arbitrator) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously (and, if practicable, within ninety (90) days after the selection of the Arbitrator) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party shall provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided, however, that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall be eligible to receive, at the discretion of the Arbitrator, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment.

with the Company shall be finally settled by arbitration in Harris County , Texas before , and in accordance with the then-existing American Arbitration Association ( AAA ) Employment Arbitration Rules . The arbitration award shall be final and binding on both parties . Any arbitration conducted under this Section 10 shall be heard by a single arbitrator ( the Arbitrator ) selected in accordance with the then-applicable rules of the AAA . The Arbitrator shall expeditiously ( and , if practicable , within ninety ( 90 ) days after the selection of the Arbitrator ) hear and decide all matters concerning the dispute . Except as expressly provided to the contrary in this Agreement , the Arbitrator shall have the power to ( i ) gather such materials , information , testimony and evidence as the Arbitrator deems relevant to the dispute before him or her ( and each party shall provide such materials , information , testimony and evidence requested by the Arbitrator ) , and ( ii ) grant injunctive relief and enforce specific performance . The decision of the Arbitrator shall be reasoned , rendered in writing , be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction ; provided , however , that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party . The party whom the Arbitrator determines is the prevailing party in such arbitration shall be eligible to receive , at the discretion of the Arbitrator , in addition to any other award pursuant to such arbitration or associated judgment , reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment .


14. Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 10 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Houston, Harris County, Texas.

14 . Applicable Law ; Submission to Jurisdiction . This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction . With respect to any claim or dispute related to or arising under this Agreement , the parties hereby consent to the arbitration provisions of Section 10 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement , then they consent to the exclusive jurisdiction , forum and venue of the state and federal courts located in Houston , Harris County , Texas .


Swift Energy Company c/o Sean Woolverton, Chief Executive Officer 575 North Dairy Ashford Suite 1200 Houston, Texas 77079 Email: chris.abundis@swiftenergy.com

Swift Energy Company c / o Sean Woolverton , Chief Executive Officer 575 North Dairy Ashford Suite 1200 Houston , Texas 77079 Email : chris . abundis @ swiftenergy . com


Commencing as of the Effective Date, the Company shall pay the Executive an annual rate of base salary of at least US$650,000 , in periodic installments in accordance with the Company's customary U.S. payroll practices, but no less frequently than monthly. The Executive's base salary shall be reviewed annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. The Executive's annual base salary, as in effect from time to time, is hereinafter referred to as "Base Salary".

Commencing as of the Effective Date , the Company shall pay the Executive an annual rate of base salary of at least US $ 650 , 000 , in periodic installments in accordance with the Company ' s customary U . S . payroll practices , but no less frequently than monthly . The Executive ' s base salary shall be reviewed annually by the Board and the Board may , but shall not be required to , increase the base salary during the Employment Term . The Executive ' s annual base salary , as in effect from time to time , is hereinafter referred to as " Base Salary " .


(a) The Executive shall have the opportunity to earn an annual bonus (the amount actually earned, the "Annual Bonus") equal to at least 125% of Base Salary (the amount available to be earned, the "Target Bonus"), based on the achievement of annual performance goals established by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The Compensation Committee does not have discretion to award the Executive an Annual Bonus that would result in the payment to the Executive of an amount that is greater than 250% of Base Salary.

( a ) The Executive shall have the opportunity to earn an annual bonus ( the amount actually earned , the " Annual Bonus " ) equal to at least 125 % of Base Salary ( the amount available to be earned , the " Target Bonus " ) , based on the achievement of annual performance goals established by the Board or the Compensation Committee of the Board ( the " Compensation Committee " ) . The Compensation Committee does not have discretion to award the Executive an Annual Bonus that would result in the payment to the Executive of an amount that is greater than 250 % of Base Salary .


Subject to the terms and conditions of the applicable programs, as amended from time to time, during the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company for the Chief Executive Officer . The Company reserves the right to amend or cancel any fringe benefits and perquisites programs at any time in its sole discretion, subject to the terms of such programs.

Subject to the terms and conditions of the applicable programs , as amended from time to time , during the Employment Term , the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company for the Chief Executive Officer . The Company reserves the right to amend or cancel any fringe benefits and perquisites programs at any time in its sole discretion , subject to the terms of such programs .


(a) If any of the payments or benefits received or to be received by the Executive including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive's termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise (all such payments collectively referred to herein as the 280G Payments) constitute parachute payments within the meaning of Section 280G of the Internal Revenue Code (the Code) and would, but for this Section 5.10, be subject to the excise tax imposed under Section 4999 of the Code (the Excise Tax), then prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. If, and only if, the amount calculated under (i) above is less than the amount under (ii) above, the 280G Payments will be reduced to the minimum extent necessary so that no portion of the 280G Payments is subject to the Excise Tax. "Net Benefit" shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, payroll, and excise taxes. If multiple amounts are subject to reduction, the amounts shall be reduced (but not below zero) in a manner determined by the Company that is consistent with the requirements of Section 409A of the Code (Section 409A) and otherwise so as to maximize the after-tax benefit to the Executive.

( a ) If any of the payments or benefits received or to be received by the Executive including , without limitation , any payment or benefits received in connection with a Change in Control or the Executive ' s termination of employment , whether pursuant to the terms of this Agreement or any other plan , arrangement or agreement , or otherwise ( all such payments collectively referred to herein as the 280G Payments ) constitute parachute payments within the meaning of Section 280G of the Internal Revenue Code ( the Code ) and would , but for this Section 5 . 10 , be subject to the excise tax imposed under Section 4999 of the Code ( the Excise Tax ) , then prior to making the 280G Payments , a calculation shall be made comparing ( i ) the Net Benefit ( as defined below ) to the Executive of the 280G Payments after payment of the Excise Tax to ( ii ) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax . If , and only if , the amount calculated under ( i ) above is less than the amount under ( ii ) above , the 280G Payments will be reduced to the minimum extent necessary so that no portion of the 280G Payments is subject to the Excise Tax . " Net Benefit " shall mean the present value of the 280G Payments net of all federal , state , local , foreign income , payroll , and excise taxes . If multiple amounts are subject to reduction , the amounts shall be reduced ( but not below zero ) in a manner determined by the Company that is consistent with the requirements of Section 409A of the Code ( Section 409A ) and otherwise so as to maximize the after-tax benefit to the Executive .


This Agreement, for all purposes, shall be construed in accordance with the laws of the state of Minnesota without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota . The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

This Agreement , for all purposes , shall be construed in accordance with the laws of the state of Minnesota without regard to conflicts of law principles . Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Minnesota . The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue .


Signature: | /s/ David J. Colo | ---|---|---

Signature : | / s / David J . Colo | - - - | - - - | - - -


(d) Code means the Internal Revenue Code of 1986 , as amended.

( d ) Code means the Internal Revenue Code of 1986 , as amended .


(g) Effective Date means July21, 2016 .

( g ) Effective Date means July21 , 2016 .


(i) A material diminution in the Executives responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority as Chief Executive Officer of the Corporation.

( i ) A material diminution in the Executives responsibilities , duties , title , reporting responsibilities within the business organization , status , role or authority as Chief Executive Officer of the Corporation .


(iv) Removal from, or failure to re-elect, the Executive to the position of Chief Executive Officer .

( iv ) Removal from , or failure to re-elect , the Executive to the position of Chief Executive Officer .


2\. EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth in this Agreement, the Corporation shall employ the Executive as President and Chief Executive Officer of the Corporation. Subject to the yearly election by the Board of Directors in the exercise of its judgment, it is contemplated that the Executive will continue to be elected to the positions of President and Chief Executive Officer . The Board may appoint another individual as President of the Corporation from time to time. As Chief Executive Officer , the Executive will have all of the duties, responsibilities and authority commensurate with the position in companies of similar size and type and such other duties, not inconsistent with his position, as assigned to him by the Board from time to time, subject also at all times to the control of the Board. All employees and independent contractors shall report to Executive or his designee, provided that as necessary for governance purposes the Chief Financial Officer, the General Counsel and the audit staff may also report to the Board or a Committee thereof. The Executive shall report directly to the Board, which shall have general control of the business of the Corporation. The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation. The Executive may not engage in other gainful employment except with the prior consent of the Board of Directors of the Corporation. With the prior consent of the Board of Directors of the Corporation, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Notwithstanding the foregoing, the Executive may manage his passive investments, including by acting as trustee for any trust formed for the benefit of himself, his spouse, their respective parents and his lineal descendants, and be involved in charitable, civic and religious interests so long as they do not materially interfere with the performance of the Executives duties hereunder.

2 \ . EMPLOYMENT ; DUTIES . Subject to the terms and conditions set forth in this Agreement , the Corporation shall employ the Executive as President and Chief Executive Officer of the Corporation . Subject to the yearly election by the Board of Directors in the exercise of its judgment , it is contemplated that the Executive will continue to be elected to the positions of President and Chief Executive Officer . The Board may appoint another individual as President of the Corporation from time to time . As Chief Executive Officer , the Executive will have all of the duties , responsibilities and authority commensurate with the position in companies of similar size and type and such other duties , not inconsistent with his position , as assigned to him by the Board from time to time , subject also at all times to the control of the Board . All employees and independent contractors shall report to Executive or his designee , provided that as necessary for governance purposes the Chief Financial Officer , the General Counsel and the audit staff may also report to the Board or a Committee thereof . The Executive shall report directly to the Board , which shall have general control of the business of the Corporation . The Executive agrees to perform his duties and discharge his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of the Corporation . The Executive may not engage in other gainful employment except with the prior consent of the Board of Directors of the Corporation . With the prior consent of the Board of Directors of the Corporation , the Executive may become a director , trustee or other fiduciary of other corporations , trusts or entities . Notwithstanding the foregoing , the Executive may manage his passive investments , including by acting as trustee for any trust formed for the benefit of himself , his spouse , their respective parents and his lineal descendants , and be involved in charitable , civic and religious interests so long as they do not materially interfere with the performance of the Executives duties hereunder .


8\. INDEMNIFICATION. The Corporation agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a Proceeding), by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executives alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Corporation to the fullest extent legally permitted or authorized by the Corporations certificate of incorporation or bylaws or resolutions of the Corporations Board of Directors or, if greater, by the laws of the State of New York , against all cost, expense, liability and loss (including, without limitation, attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executives heirs, executors and administrators.

8 \ . INDEMNIFICATION . The Corporation agrees that if the Executive is made a party , or is threatened to be made a party , to any action , suit or proceeding , whether civil , criminal , administrative or investigative ( a Proceeding ) , by reason of the fact that he is or was a director , officer or employee of the Corporation or is or was serving at the request of the Corporation as a director , officer , member , employee or agent of another corporation , partnership , joint venture , trust or other enterprise , including service with respect to employee benefit plans , whether or not the basis of such Proceeding is the Executives alleged action in an official capacity while serving as a director , officer , member , employee or agent , the Executive shall be indemnified and held harmless by the Corporation to the fullest extent legally permitted or authorized by the Corporations certificate of incorporation or bylaws or resolutions of the Corporations Board of Directors or , if greater , by the laws of the State of New York , against all cost , expense , liability and loss ( including , without limitation , attorneys fees , judgments , fines , ERISA excise taxes or penalties and amounts paid or to be paid in settlement ) reasonably incurred or suffered by the Executive in connection therewith , and such indemnification shall continue as to the Executives heirs , executors and administrators .


Computer Task Group, Incorporated


Company after the date hereof with respect to nonperformance of the payment obligations of the Company set forth in Section3 of the Agreement) or any other document or oral agreement relating to employment, compensation, benefits, severance or post-employment issues. Executive, for and on behalf of the Releasing Parties, hereby releases the Released Parties from any and all claims, demands, actions, or causes of action, whether known or unknown, arising from or related in any way to any employment of or past failure or refusal to employ Executive by the Company, or any other past claim that relates in any way to Executives employment, compensation, benefits, reemployment, or application for employment, with the exception of any claim Executive may have against the Company for enforcement of the Agreement. The matters released include, but are not limited to, any claims under federal, state or local laws, including the Age Discrimination in Employment Act ( ADEA) as amended by the Older Workers Benefit Protection Act ( OWBPA), any common law tort, contract or statutory claims, and any claims for attorneys fees and costs. Further, Executive, for and on behalf of the Releasing Parties, waives and releases the Released Parties from any claims that this Release was procured by fraud or signed under duress or coercion so as to make the Release not binding. Executive is not relying upon any representations by the Companys legal counsel in deciding to enter into this Release. Executive understands and agrees that by signing this Release Executive, for and on behalf of the Releasing Parties, is giving up the right to pursue any legal claims that Executive or the Releasing Parties may have against the Released Parties with respect to the claims released hereby. Provided, nothing in this provision of this Release shall be construed to prohibit Executive from challenging the validity of the ADEA release in this Section of the Release or from filing a charge or complaint with the Equal Employment Opportunity Commission or any state agency or from participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or state agency. However, the Released Parties will assert all such claims have been released in a final binding settlement.

Company after the date hereof with respect to nonperformance of the payment obligations of the Company set forth in Section3 of the Agreement ) or any other document or oral agreement relating to employment , compensation , benefits , severance or post-employment issues . Executive , for and on behalf of the Releasing Parties , hereby releases the Released Parties from any and all claims , demands , actions , or causes of action , whether known or unknown , arising from or related in any way to any employment of or past failure or refusal to employ Executive by the Company , or any other past claim that relates in any way to Executives employment , compensation , benefits , reemployment , or application for employment , with the exception of any claim Executive may have against the Company for enforcement of the Agreement . The matters released include , but are not limited to , any claims under federal , state or local laws , including the Age Discrimination in Employment Act ( ADEA ) as amended by the Older Workers Benefit Protection Act ( OWBPA ) , any common law tort , contract or statutory claims , and any claims for attorneys fees and costs . Further , Executive , for and on behalf of the Releasing Parties , waives and releases the Released Parties from any claims that this Release was procured by fraud or signed under duress or coercion so as to make the Release not binding . Executive is not relying upon any representations by the Companys legal counsel in deciding to enter into this Release . Executive understands and agrees that by signing this Release Executive , for and on behalf of the Releasing Parties , is giving up the right to pursue any legal claims that Executive or the Releasing Parties may have against the Released Parties with respect to the claims released hereby . Provided , nothing in this provision of this Release shall be construed to prohibit Executive from challenging the validity of the ADEA release in this Section of the Release or from filing a charge or complaint with the Equal Employment Opportunity Commission or any state agency or from participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or state agency . However , the Released Parties will assert all such claims have been released in a final binding settlement .


EX-10.4 6 exhibit10-4.htm EMPLOYMENT AGREEMENT OF BRIAN MORRIS

EX-10 . 4 6 exhibit10-4 . htm EMPLOYMENT AGREEMENT OF BRIAN MORRIS


Klondex G&S shall pay to the Employee an amount equal to the employee cost of employee and spouse coverage under the Anthem Medical, Anthem Dental and EyeMed Vision Plans (or any plans which replace these plans), on an after tax basis, regardless of whether or not the Employee has elected such coverage (the "Other Compensation"). The Other Compensation will be reviewed by the President from time to time.

Klondex G & amp ; S shall pay to the Employee an amount equal to the employee cost of employee and spouse coverage under the Anthem Medical , Anthem Dental and EyeMed Vision Plans ( or any plans which replace these plans ) , on an after tax basis , regardless of whether or not the Employee has elected such coverage ( the " Other Compensation " ) . The Other Compensation will be reviewed by the President from time to time .


An amount equal to 4% of the Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, provided that for each completed year of service (but not to exceed six years) measured from the Employee's Date of Hire, an additional amount equal to 4% of one month's base salary will be added. For greater certainty, in no circumstances shall the Employee be entitled to a Separation Payment that is more than the equivalent of a total of 18 months of the payments in paragraphs 5.4(a)(i),(ii),(iii) and (iv) above (i.e., 12 months plus an additional month for each of the first six years of completed of service from Employee's Date of Hire, up to a maximum of an additional 6 months). With respect to the calculation in paragraph 5.4(a)(iii), the target annual bonus amount shall be used without regard to the achievement of any corporate and personal targets established in connection with such target bonus amount.

An amount equal to 4 % of the Employee ' s monthly Base Salary ( determined as of the Termination Date ) multiplied by 12 , provided that for each completed year of service ( but not to exceed six years ) measured from the Employee ' s Date of Hire , an additional amount equal to 4 % of one month ' s base salary will be added . For greater certainty , in no circumstances shall the Employee be entitled to a Separation Payment that is more than the equivalent of a total of 18 months of the payments in paragraphs 5 . 4 ( a ) ( i ) , ( ii ) , ( iii ) and ( iv ) above ( i . e . , 12 months plus an additional month for each of the first six years of completed of service from Employee ' s Date of Hire , up to a maximum of an additional 6 months ) . With respect to the calculation in paragraph 5 . 4 ( a ) ( iii ) , the target annual bonus amount shall be used without regard to the achievement of any corporate and personal targets established in connection with such target bonus amount .


Applicable Law ---|--- This Agreement will be governed by and be construed in accordance with the Laws of the State of Nevada . Venue for any action brought by the parties to this Agreement will be in the courts of the State of Nevada .

Applicable Law - - - | - - - This Agreement will be governed by and be construed in accordance with the Laws of the State of Nevada . Venue for any action brought by the parties to this Agreement will be in the courts of the State of Nevada .


/s/ Brian Morris | | /s/ Barry Dahl ---|---|--- BRIAN MORRIS | | Witness Signature | | January 28, 2016 | | Barry Dahl Date Signed | | Witness Name | | | | | | [REDACTED] | | Witness Address

/ s / Brian Morris | | / s / Barry Dahl - - - | - - - | - - - BRIAN MORRIS | | Witness Signature | | January 28 , 2016 | | Barry Dahl Date Signed | | Witness Name | | | | | | [ REDACTED ] | | Witness Address


In consideration of the promises set forth in the Employment Agreement between the Employee and the Company, effective March 1, 2015 (the "Employment Agreement"), the Employee and the Company agree as follows:

In consideration of the promises set forth in the Employment Agreement between the Employee and the Company , effective March 1 , 2015 ( the " Employment Agreement " ) , the Employee and the Company agree as follows :


(b) Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Employee under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date the Employee signs this Release arising under the federal Age Discrimination in Employment Act of 1967 , as amended, and the applicable rules and regulations promulgated thereunder ("ADEA"). By signing this Release, the Employee hereby acknowledges and confirms the following: (i) the Employee was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Release and to have such attorney explain to the Employee the terms of this Release, including, without limitation, the terms relating to the Employee's release of claims arising under; (ii) the Employee was given a period of not fewer than [21]/[45] days to consider the terms of this Release and to consult with an attorney of his choosing with respect thereto; (iii) the Employee knowingly and voluntarily accepts the terms of this Release; [and (iv) in accordance with the requirements of ADEA regarding an "employment termination program", the Employee was provided with the information appended hereto as Schedule 1]. The Employee also understands that he has seven (7) days following the date on which he signs this Release within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

( b ) Specific Release of ADEA Claims . In further consideration of the payments and benefits provided to the Employee under the Employment Agreement , the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date the Employee signs this Release arising under the federal Age Discrimination in Employment Act of 1967 , as amended , and the applicable rules and regulations promulgated thereunder ( " ADEA " ) . By signing this Release , the Employee hereby acknowledges and confirms the following : ( i ) the Employee was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Release and to have such attorney explain to the Employee the terms of this Release , including , without limitation , the terms relating to the Employee ' s release of claims arising under ; ( ii ) the Employee was given a period of not fewer than [ 21 ] / [ 45 ] days to consider the terms of this Release and to consult with an attorney of his choosing with respect thereto ; ( iii ) the Employee knowingly and voluntarily accepts the terms of this Release ; [ and ( iv ) in accordance with the requirements of ADEA regarding an " employment termination program " , the Employee was provided with the information appended hereto as Schedule 1 ] . The Employee also understands that he has seven ( 7 ) days following the date on which he signs this Release within which to revoke the release contained in this paragraph , by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph .


Any determination of a Termination for Cause under this Agreement shall be made by resolution adopted by at least a two-thirds ( 2/3 ) vote of the Board at a meeting called and held for that purpose. Executive shall be provided with reasonable notice of such meeting and shall be given the opportunity to be heard, with the presence of counsel, prior to such vote being taken by the Board.

Any determination of a Termination for Cause under this Agreement shall be made by resolution adopted by at least a two-thirds ( 2 / 3 ) vote of the Board at a meeting called and held for that purpose . Executive shall be provided with reasonable notice of such meeting and shall be given the opportunity to be heard , with the presence of counsel , prior to such vote being taken by the Board .


a payment equal to the product of (i) the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half ( 2 1/2 ) months following the end of the fiscal year in which the Termination Date occurs; ---|--- * * *

a payment equal to the product of ( i ) the Annual Bonus , if any , that the Executive would have earned for the fiscal year in which the Termination Date ( as determined in accordance with Section 5 . 6 ) occurs based on achievement of the applicable performance goals for such year and ( ii ) a fraction , the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year ( the " Pro-Rata Bonus " ) . This amount shall be paid on the date that annual bonuses are paid to similarly situated executives , but in no event later than two-and-a-half ( 2 1 / 2 ) months following the end of the fiscal year in which the Termination Date occurs ; - - - | - - - * * *


(b) For each year of the Employment Term the Company shall issue to the Executive an annual stock bonus (the Annual Stock Bonus and together with the Annual Cash Bonus, the Annual Bonuses) equal to the amount of restricted shares of the Companys common stock, par value $0.015 (Common Stock) obtained by dividing $200,000 by the 30-day trading average of the Common Stock prior to the payment date.

( b ) For each year of the Employment Term the Company shall issue to the Executive an annual stock bonus ( the Annual Stock Bonus and together with the Annual Cash Bonus , the Annual Bonuses ) equal to the amount of restricted shares of the Companys common stock , par value $ 0 . 015 ( Common Stock ) obtained by dividing $ 200 , 000 by the 30-day trading average of the Common Stock prior to the payment date .


WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to Two Million Dollars ( $2,000,000.00 ) of the Companys Common Stock (as defined below);

WHEREAS , the parties desire that , upon the terms and subject to the conditions contained herein , the Company shall issue and sell to the Investor , from time to time as provided herein , and the Investor shall purchase up to Two Million Dollars ( $ 2 , 000 , 000 . 00 ) of the Companys Common Stock ( as defined below ) ;


Maximum Commitment Amount shall mean Two Million Dollars ( $2,000,000.00 ).

Maximum Commitment Amount shall mean Two Million Dollars ( $ 2 , 000 , 000 . 00 ) .


Rule 144 shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.< br/>

Rule 144 shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act . & lt ; br / & gt ;


Short Sales shall mean all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act.< br/>

Short Sales shall mean all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act . & lt ; br / & gt ;