FREE EMPLOYMENT CONTRACT (FOR STOCK OPTION GRANTS, OCCUPATIONAL HAZARDS, CONFIDENTIALITY, INVENTION ASSIGNMENT, NON-COMPETE AND NON-SOLICITATION)

THIS EMPLOYMENT CONTRACT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Employee").

The parties agree as follows:

1. Field of Work. The Employee is hired to work in the capacity of [_____________] of the Company and from time to time will serve in such other positions as the chief executive officer of the Company (the "CEO") or the board of directors of the Company (the "Board") may from time to time determine. The Employee will have such powers and duties as may be assigned from time to time by the CEO or the Board and as are generally associated with the position of Senior Vice President, Corporate Development and such other positions. The Employee will work under the supervision of the CEO and the Board.  The workplace is the Company's base of operations at [_____________]. If the Company's base of operations changes, the Employee agrees to change his workplace. The Company reserves the right to change the tasks of the Employee and administrative arrangements if such changes are necessary in the opinion of the Company, provided, however, that such changes do not negatively affect the Employee's compensation and level of responsibility.

2. Term and Termination. The Employee shall begin work for the Company on [_____________] and the term of this Agreement is unlimited until terminated. Employee may terminate this Agreement with [_____________] days prior notice to Company, and Company may terminate this Agreement with [_____________] days prior notice to Employee. Company may also terminate this Agreement for: (a) the intentional, unapproved material misuse of company funds, (b) professional incompetence (i.e. the intentional refusal to perform or the inability to perform the duties associated with Executive's position with the Company in a competent manner, which is not cured within [_____________] days following written notice to Executive) or (c) willful neglect of duties or responsibilities (collectively, "Cause").  If Employee is terminated for Cause, then Company shall have not have to pay Employee any additional compensation under any other provision of this Agreement.

3. Duties. The Employee pledges to perform work faithfully and conscientiously. The Employee undertakes to observe all instructions given by supervisors regarding work. Furthermore, the Employee undertakes to observe any rules set by the Company and published in the Company's policies. The Employee shall not engage in work for other companies without the permission of the CEO during the term of this Agreement. This applies equally to paid work and unpaid work as well as to service on the board of directors of other companies. The Employee may serve on the board of a non-governmental, non-profit organization, provided that such activities are compatible with the work of the Employee underr this Agreement. On termination of this Agreement, the Employee shall return all documents and identification papers of any kind belonging to the Company. This applies to all documents and computer data, originals and copies.

4. Working Hours. The Employee is appointed to a full time position which is a position of responsibility and management. Working hours are determined by what is necessary to perform the work in an efficient and effective manner, irrespective of whether this requires work outside regular working hours or not.

5. Wage Terms. The annual salary of the Employee is $[_____________], payable in the currency [_____________] at the exchange rate in effect on the last day of the month before the month in which payment is made. In addition the Employee shall eligible to receive an annual bonus of up to [_____________]% of the annual salary, as the Board may specify in its sole discretion based upon performance targets or otherwise, subject to any terms or conditions as may be established by the Board. Payment for any work carried out outside regular working hours and for work-related projects of any kind is included in the above annual salary. Wages are paid on the first working day of each month for the previous month. The Employee shall pay [_____________]% of total wages as a contribution to a pension fund of Employee's choice and the Company shall contribute [_____________]% of such contribution. The Company shall provide the Employee with an automobile for occupational and private use in accordance with Company policy applicable from time to time. The leasing expense for the automobile is to be agreed upon between the Employee and the CEO. Before the Company has entered into a lease for such an automobile, or at the time of expiration of the term of such a lease, the Employee may elect to receive, in lieu of an automobile, an automobile allowance in an amount agreed upon between the Employee and the CEO. The Company will pay reasonable operating expenses (including gas and insurance) approved in advance by the CEO for any automobile provided by the Company. The above wages constitute full remuneration for the work performed by the Employee, and hence no payments are required under this Agreement for vacation. The salary and other wage-related terms shall be reviewed annually, taking into account external circumstances and the performance of the Employee, but shall not be reduced as a result of such review. The Company will pay the reasonable and customary documented expenses of the relocation of the Employee and Employee's family from the Employee's initial location to any other location that the Company may transfer Employee to.

6. Vacation. The Employee shall be entitled to such number of weeks of vacation as may from time to time be awarded in accordance with the Company's policies for executives based at Employee's location.

7. Occupational Accidents and Diseases. In the event of the Employee suffering an accident at work, the Company shall pay for the transport of the Employee to Employee's home or to a hospital and reimburse Employee for all reasonable out-of-pocket medical expenses, for up to [_____________] weeks in each case. In each instance of an accident at work or work-related illness caused during work or as a result of work, or occurring during trips to and from the place of work, the Company shall pay the Employee full wages for up to [_____________] days in accordance with the terms of employment in effect at the time of the Employee's accident or illness.

8. Accidents and illness. If the Employee is ill and cannot attend work for that reason, Employee shall immediately notify the Company and the CEO, who shall then decide whether a medical testimonial is required. In the event of a medical testimonial being required, the Employee shall provide a testimonial from a physician approved by the Company regarding the illness or accident and confirming that Employee was unable to work. The Company shall reimburse the Employee for the out-of-pocket expenses of obtaining a requested testimonial, provided that the above conditions are met. After the first month at work the Employee shall, without any curtailment of wages, be entitled to spend a total of [_____________] working days of every 12 month period in ministering to Employee's sick family members, provided that other care is unavailable.

9. Insurance. The Company shall insure all Employee against death and chronic or temporary disability caused by an accident at work or while travelling a normal route from the home to the workplace and from the workplace to the home.
In the event that the Employee, because of Employee's work, has accommodations away from Employee's home, then the accommodations shall replace the home and the insurance shall then also cover normal trips between the workplace and the accommodations. The insurance shall enter into force as soon as the Employee begins work and shall expire as soon as the Employee stops working for the Company. 

10. Stock Option Grants. On the first day of the Employee's employment, the Company shall grant Employee a stock option, pursuant to the Company's's Stock Incentive Plan, to purchase [_____________] shares, of common stock of the Company ("Common Stock") with an exercise price equal to the closing price of the Common Stock on the first day of the Employee's employment as reported on the [_____________] Market. On condition that the Employee is employed hereunder on the relevant vesting dates, such option shall vest as to [_____________] shares on the first anniversary of the Employee's commencement of employment hereunder and as to [_____________] shares on [_____________] thereafter. Such  option shall become 100% vested immediately upon a Change in Control (as defined in Section 11 below) and upon a termination of this Agreement other than for Cause.

11. Termination of Agreement following a Change in Control. If following the occurrence of a Change in Control of the Company, (i) (A) the Employee ceases to serve in a senior executive position with the Company, (B) Employee's compensation is decreased, or (C) Employee's duties are inconsistent with those customarily performed by a company's senior executive officer, other than as a result of Employee's voluntary action; then (ii) within sixty (60) days of such Change in Control, the Employee may terminate this Agreement by giving the Company [_____________] days prior notice.  In such case, Company will pay Employee, in addition to any compensation earned prior to the date of termination a lump sum cash payment in an amount equal to [_____________] times Employee's monthly salary at the time of termination plus [_____________] times the average annual bonus paid to Employee during the preceding [_____________] years. Such payment will be made within thirty (30) days of termination. A Change in Control of the Company shall be deemed to occur if (i) the Company is merged with or into or consolidated with another corporation or other entity under circumstances where the stockholders of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least [_____________]% of the voting power of the Company or the surviving or resulting corporation or other entity, as the case may be, or (ii) if the Company is liquidated or sells or otherwise disposes of substantially all of its assets to another corporation or entity, or (iii) if any person shall become the beneficial owner of [_____________]% or more of the Common Stock of the Company, in all cases other than pursuant to a plan or arrangement entered into by such person and the Company or otherwise approved by the Board.

12. Confidentiality, Invention Assignment, Non-Compete and Non-Solicitation.

12.1 Confidentiality. The Employee recognizes and acknowledges that the Company's customer base, operating procedures and service techniques are valuable, special and unique assets of the Company's business. The Employee will not, during or after the term of his employment, disclose the list of the Company's customer base, operating procedures or service techniques to any person, firm, Company, association or other entity for any reason or purpose whatsoever.

12.2 Invention Assignment. The Employee hereby agrees to inform the Company of any invention it shall conceive, alone or jointly with others, within the course of the work for which the Employee has been hired, and to hand over and assign  to Company, without any additional compensation, all the rights and patent claims related to any such invention.

12.3 Non-Compete. During the term of this Agreement and for [_____________] years thereafter, you shall not, as an agent, employee, partner, stockholder, director, investor, or otherwise engage in any activities in competition with the activities of the Company. You shall also abide by the Company code of ethics and other corporate governance rules of Company. You shall disclose prior to the execution of this Agreement (or later on as the case may be) all outside business relationships, interests, investments, enterprises, that you presently have or contemplate entering into or enter into in the future that might affect your time spent on the business interests and your employment responsibilities.

12.4 Non-Solicitation. Employee will not during the term of this Agreement and for a period of [_____________] months thereafter for any reason solicit or attempt to induce, directly or indirectly, any employee of the Company to accept employment with a direct competitor of the Company or with any business or enterprise intending to compete with the Company.

12.5 Injunctive Relief. In the event of breach or threatened breach by the Employee of the provisions of this paragraph, the Company shall be entitled to apply for an injunction restraining any such breach without posting bond or other security. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee.

13. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Employee in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Employee without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________

EMPLOYEE

By: __________________________________
Print Name: ___________________________
Title: ________________________________