Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (the “Agreement”) is made and entered into as of January 15, 2014, by and between Summer Infant, Inc. and its subsidiaries, including, without limitation, Summer Infant (USA), Inc. (collectively, the “Company”) and Jason Macari (“Macari”).

RECITALS

A.                                     Macari and the Company are parties to an Employment Agreement dated February 1, 2010 (the “Employment Agreement”).

B.                                     The Company has elected not to renew the Employment Agreement and, as a result, Macari will be relieved of all responsibilities as an officer and employee of the Company as of February 1, 2014.

C.                                     The parties wish for Macari to receive certain separation benefits from the Company, conditioned upon Macari’s entry into this Agreement effective February 1, 2014.

D.                                     The parties wish to settle and compromise fully and finally any and all claims Macari has or purports to have against the Company and others, including, but not limited to, those arising out of Macari’s employment, on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the mutual promises in this Agreement, the parties agree as follows:

1.                                       Separation .  The parties agree that Macari’s employment will cease effective as of February 1, 2014 (the “Separation Date”) and he shall be deemed to have resigned as an officer of the Company on such date and as an officer and director of all subsidiaries of the Company on such date.  The parties agree that, as of the Separation Date, the parties’ respective rights and obligations are governed only by this Agreement.  Effective as of the Separation Date, Macari will cease to be an employee of the Company and will no longer be entitled to any payments from the Company or to participate in any benefit plans or arrangements sponsored by the Company or any of its subsidiaries, except as specifically set forth in this Agreement or as required by applicable law.

2.                                       Transition .  From the Separation Date through July 31, 2014 (the “Transition Period”), Macari will make himself reasonably available to consult and travel, internationally and domestically, on an as-needed basis after reasonable advance notice with the Company’s Chief Executive Officer on business-related issues and to perform such other responsibilities as specifically assigned to him from time to time by the Company’s Chief Executive Officer commensurate with his role as a consultant to the Company’s Chief Executive Officer.  During the Transition Period, Macari shall make himself available to render such services on a full-time basis. At the end of the Transition Period, the Company may, in its sole discretion, elect to extend the Transition Period for an additional six-month period (the “Subsequent Transition

Period”), provided that the Company and Macari shall negotiate in good faith an additional amount to compensate Macari for any services to be provided during any Subsequent Transition Period.  Macari agrees to provide services during the Transition Period as part of the consideration described in Section 3 and shall not be entitled to any additional compensation for such services, other than reasonable and necessary expenses incurred by Macari in connection with the services in accordance with the Company’s expense reimbursement policies and procedures in effect from time to time.

3.                                       Consideration .  In consideration for the execution, delivery, and non-revocation of this Agreement by Macari, the Company will provide the consideration set forth in this Section 3.  Macari understands and agrees that he is receiving such consideration in part for the services provided in Section 2, the covenants contained in Section 4 and the release contained in Section 5, and Macari is not otherwise entitled to such consideration.

(a)                                  Following the Separation Date, the Company will pay Macari all earned wages, accrued but unpaid benefits relating to vacations, other perquisites, and reimbursements through the Separation Date.

(b)                                  For a period of eighteen months following the Separation Date, the Company shall pay to Macari an annualized gross amount of $400,000, payable on such dates as his base salary would otherwise have been paid by the Company in accordance with its regular payroll procedures, less applicable deductions and withholdings, provided Macari has not revoked this Agreement as provided in Section 9 and has otherwise complied with the terms of this Agreement.

(c)                                   For a period of eighteen months following the Separation Date, the Company agrees to continue substantially comparable medical and dental insurance in which Macari and his dependents, if any, are enrolled on the Separation Date at the same coverage levels and cost to Macari in effect on the Separation Date, except to the extent such coverage may be changed in its application to all Company employees and then the coverage provided to Macari shall be commensurate with such changed coverage.  Macari will continue to be responsible for the same premiums he currently pays which will be deducted from the payments described in Section 3(b).  If the Company’s insurance company informs the Company that Macari cannot continue under the applicable plans after the Separation Date, the Company will cooperate with Macari to provide coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (COBRA).  Notwithstanding the foregoing, during the eighteen months the Company is obligated to continue the medical and dental benefits under the terms of this Section 3(c), such benefits shall be discontinued immediately if any required premium is not paid in full on time, Macari becomes covered under another group health plan, Macari becomes entitled to Medicare benefits (under Part A, Part B, or both), or the Company ceases to provide any group health plan for its employees.  Continuation may also be terminated if for any reason the plan providing such coverage would terminate coverage of a participant or an eligible dependent.  The parties acknowledge and agree that Macari participated in the Company’s 401(k) plan, and his rights to benefits under that plan following the Separation Date will be governed by the terms of that plan.

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(d)                                  Attached as Schedule 1 to this Agreement is a summary of Macari’s outstanding equity awards (the “Equity Awards”).  As approved by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), the unvested portions of the Equity Awards shall continue to vest until July 31, 2015 according to their terms.  At July 31, 2015, (i) all vested but unexercised stock option awards shall remain vested and exercisable through the date that is the earlier of (A) October 31, 2015 or (B) the expiration date set forth in the applicable award agreement, and (ii) all vested but undelivered restricted stock awards outstanding as of July 31, 2015 shall be delivered promptly to Macari.  In addition, during such additional vesting period, Macari shall be entitled to the benefit of any accelerated vesting that may become available pursuant to the Company’s 2006 Performance Equity Plan, the applicable award agreements or that may otherwise be made available by the Company to all other employees holding equity awards.  The individual grant agreements relating to the Equity Awards are deemed amended to reflect the terms of this Section 3(d) as approved by the Compensation Committee.  Any unvested Equity Awards at July 31, 2015 shall be immediately forfeited and of no further effect as of such date.

(e)                                   The Company shall reimburse Macari for reasonable legal fees and expenses incurred by him in connection with the negotiation and execution of this Agreement, provided that such reimbursement amount shall not exceed $7,000.

(f)                                    The Company shall pay for the costs, not to exceed $12,000, of outplacement services for Macari from one or more firms chosen by the Company, for a period of twelve months following the Separation Date.

(g)                                   For avoidance of doubt, payment of any other perquisites paid to Macari prior to the Separation Date, including his car allowance, will be discontinued as of the Separation Date.  Macari shall be entitled to retain his cellular phone and number and use his Company-provided computer during the Transition Period.

(h)                                  Notwithstanding the foregoing, if Mr. Macari breaches any covenants contained in Section 4 of this Agreement during the term of this Agreement (i) the Company will suspend the vesting of the Equity Awards and the making of any payments required pursuant to this Section 3 and may seek to recover and terminate such payments as set forth in Section 4(f) and (ii) Macari will be deemed to have resigned from his position as a director of the Company, and Macari hereby agrees to such deemed resignation.  If for any reason Section 3(h)(ii) is deemed insufficient to effect such resignation, Macari hereby authorizes the Secretary and any Assistant Secretary of the Company to execute such documents or instruments as the Company may deem reasonably necessary or desirable to effect such resignation, and to act as Macari’s attorney-in fact solely for the purpose of so effecting such resignation.

4.                                       Covenants .

(a)                                  For a period of eighteen months from the Separation Date:

(i)                                      Macari will not, and will not permit any person subject to his direction or control to, directly or indirectly, whether alone or in association with others, as

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principal, officer, agent, consultant, employee, director or owner of any corporation, partnership, association or other entity, or through the investment of capital, lending of money or property, rendering of services or otherwise, engage in, influence, control, have an interest in or otherwise become actively involved with any business that competes with the business of the Company.  Macari acknowledges that the business of the Company is national and international in scope, as its current and anticipated customers and suppliers are located throughout the United States and abroad, and that it is therefore reasonable that the restrictions set forth in this Section 4(a) not be limited to any specified geographic area.  For purposes of this Agreement, the “business of the Company” is the design, marketing and distribution of juvenile health, safety and wellness products (ages 0-3);

(ii)                                   Macari will not directly or indirectly attempt to encourage, induce or otherwise solicit, directly or indirectly, any employee of the Company, or any of its affiliates or subsidiaries, to breach his or her employment agreement or to leave their employment; and

(iii)                                Macari will not directly or indirectly (i) solicit, attempt to encourage, induce or otherwise solicit any business from, or attempt to sell, license, or provide the same or similar products or services as provided by the Company or any subsidiary of the Company to, any customer or prospective customer of the Company, or cause such persons to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with the Company, or (ii) solicit, attempt to encourage, induce or otherwise solicit any business from, or provide services to any supplier of the Company, or cause such suppliers to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with the Company.

(b)                                  Macari acknowledges that, during the course of his employment, he had access to various trade secrets, whether in existence or proposed, and confidential information of the Company, including but not limited to budgets, strategies, business plans, operating plans, patents, copyrights, product information, software, hardware, financial information and forecasts, manuals, training programs, profit margins, sales plans, marketing and branding plans, customer and supplier information and lists, and the specific terms of the Company’s relationships or agreements with its suppliers or customers.  Further, Macari agrees to disclose and assign to the Company as its exclusive property, all ideas, writings, inventions, discoveries, improvements and technical or business innovations relating to the business of the Company made or conceived by Macari prior to the date of this Agreement and during the Transition Period or any Subsequent Transition Period, which the parties acknowledge shall be considered “work for hire” under applicable intellectual property law, whether or not patentable or copyrightable, either solely or jointly with others, which are along the lines of the business, work or investigations of the Company.  Macari agrees that he shall not disclose such information or use it in any way, at any time in the future, except to the extent such information becomes publicly available through lawful and proper means, or to the extent that Macari is required to disclose such information pursuant to subpoena.  If such information is requested pursuant to a subpoena, Macari shall, if legally permissible, give prompt notice to the Company, so that the Company has a reasonable opportunity to seek, at its expense, judicial relief to preclude disclosure, if necessary.  Without limitation, the prohibition in this section includes Macari’s use of such information to directly or indirectly solicit any manufacturer, manufacturer’s representative, distributor, or customer of the

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Company or any of its subsidiaries, and Macari’s use of such information to directly or indirectly interfere with the advantageous business relationship between the Company and any of its customers or suppliers.  For purposes hereof, the foregoing prohibitions shall not apply to any information that (i) at the time of disclosure or thereafter is generally available to or known by the public or the industries in which the Company is engaged (other than as a result of the disclosure by Macari in breach of this Agreement) or (ii) has been independently acquired, received or developed by Macari after the Transition Period without violating any of Macari’s obligations under this Agreement.  Notwithstanding the foregoing, Macari may retain any records relating to his employment with the Company and the negotiation and execution of this Agreement.

(c)                                   Macari agrees that he will not knowingly act in any manner that might damage the business of the Company.  Macari further agrees that he will not knowingly counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any Releasees (as defined below), unless under a subpoena or other court order to do so.  Macari agrees, if legally permissible, to promptly notify the Company upon receipt of any such subpoena or court order, and to furnish, within three business days of its receipt, a copy of such subpoena or court order to the Company.  If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any Releasees, Macari shall state no more than that he cannot provide counsel or assistance.

(d)                                  Macari agrees not to make to any person any statement that disparages the Company or its directors, officers, employees or affiliates or reflects negatively on the Company, including without limitation statements regarding the Company’s financial condition, business practices, employment practices or its predecessors, successors, subsidiaries, officers, directors, employees or affiliates.  The Company agrees not to make to any person any statement that disparages Macari or reflects negatively upon Macari.

(e)                                   The parties acknowledge that covenants and restrictions set forth in this Section 4 are necessary to protect the legitimate business interests of the Company.  The parties agree that, if the scope of enforceability of any or all the restrictive covenants set forth in this Agreement is in any way disputed at any time, a court may modify and enforce the covenants to the extent it believes to be reasonable under the circumstances existing at that time.

(f)                                    Macari acknowledges and agrees that any breach of any provision of this Agreement, including the covenants set forth in this Section 4, shall constitute a material breach of this Agreement and that the Company may seek to recover and cease paying the consideration provided to Macari under this Agreement.  If the Company seeks to recover and/or cease paying consideration under this Agreement as a result of an alleged breach of the Agreement by Macari, the Company will suspend the payment of such consideration until such time as a court of competent jurisdiction issues a final, non-appealable order with respect to any such alleged breach or the parties reach a mutual written agreement with respect to such alleged breach.  Macari agrees that the breach by him of the covenants set forth in this Agreement, including this Section 4, could not reasonably or adequately be compensated in damages in an action at law,

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and that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.  However, no remedy conferred by any of the specific provisions of this Agreement (including this paragraph) is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing in law or in equity, or by statute or otherwise.  The election of any one or more remedies by the Company shall not constitute a waiver of the right to pursue other available remedies.

5.                                       Release .  The Release set forth in this section is effective as of the Effective Date (as defined in Section 9).

(a)                                  Except for the obligations of the Company hereunder and under any of Macari’s equity awards, Macari, for himself and, as applicable, his agents, attorneys, successors, and assigns, hereby knowingly and voluntarily irrevocably and unconditionally releases the Company, its predecessors, parent, subsidiaries, affiliated entities, and the past and present officers, directors, employees, fiduciaries, shareholders, agents, successors, representatives and assigns of each and all of them, and all persons acting by, through, under or in concert with them (each a “Releasee” and collectively referred to as “Releasees”), from any and all claims, charges, complaints, liabilities, and obligations of any nature whatsoever, which Macari may have against the Company or any of the Releasees, whether now known or unknown, and whether asserted or unasserted, arising from any event or omission occurring on or prior to the Effective Date of this Agreement.

(b)                                  Without limiting the foregoing, this release includes any and all claims arising out of or which could arise out of the employment relationship between Macari and the Company and the cessation of Macari’s employment, including but not limited to: (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Equal Pay Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act (ERISA), COBRA, the Rhode Island Parental and Family Medical Leave Act, the Rhode Island Fair Employment Practices Act, the Rhode Island Civil Rights Act of 1990, the National Labor Relations Act, as amended, state and local civil rights laws, Rhode Island wage payment laws, and any and all similar laws in other states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to the Company; and (iii) any other provision or theory of law or equity, including without limitation claims for wrongful discharge, breach of express or implied contract, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, interference with prospective economic advantage or advantageous relations, intentional or negligent infliction of emotional distress, misrepresentation, deceit, fraud, negligence, or any other statutory or common law claim under any state or federal law.  Macari understands and acknowledges that Title VII of the Civil Rights Act of 1964, ERISA, and state and local civil right laws, provide Macari the right to bring actions against the Company if,

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among other things, Macari believes he has been discriminated against on the basis of race, ancestry, color, religion, sex, national origin, medical condition, sexual orientation, disability, or benefit eligibility.  With full understanding of the right afforded under these Acts, Macari agrees that he will not file any action against the Company or any Releasee based upon any alleged violation of these Acts or under any other theory of law or statute, including but not limited to, back pay, front pay, attorney’s fees, damages, interest, waiting time, penalties, reinstatement, or injunctive relief that could be assessed by any federal, state or local court, any administrative agency, or any other forum with competent jurisdiction.  This release may be pled as a complete bar and defense to any claim brought with respect to the matters released in this Agreement.

(c)                                   Macari acknowledges and agrees that the consideration he is receiving under this Agreement is sufficient consideration to support the release of all entities and persons identified in this Section 5, and that said consideration is in addition to anything of value to which Macari is entitled.

(d)                                  Macari agrees and represents that he has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment or the cessation of his employment.  With respect to the claims Macari is releasing and waiving herein, Macari acknowledges and agrees that he is waiving his right to receive money or any other relief in any actions instituted on his behalf by any other person, entity, or government agency.

(e)                                   Macari specifically understands and acknowledges that the Age Discrimination in Employment Act of 1967, as amended, provides him the right to bring a claim against the Company if he believes that he has been discriminated against on the basis of age. Macari understands the rights afforded under this Act and agrees that he will not file any such claim or action against the Company or any Releasee, including, but not limited to, back pay, front pay, attorney’s fees, damages, reinstatement, or injunctive relief.

(f)                                    To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will Macari pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which Macari may now have, has ever had, or in the future may have against any Releasee, which is based in whole or in part on any matter covered by this Agreement.

6.                                       Board Membership .  Macari agrees that he will resign as a director of the Company on the earlier of (i) a deemed resignation pursuant to Section 3(h)(ii), (ii) Macari’s voluntarily resignation and (iii) the date eighteen months from the Separation Date.

7.                                       Communications; Company Property .  From and after the Separation Date, Macari shall not represent himself as an employee or officer of the Company or any of its subsidiaries.  Effective as of the Separation Date, Macari shall have no authority to act on behalf of the Company and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of the Company or otherwise act in an executive

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capacity.  Macari acknowledges and agrees that all notes, computers, records, materials, documents and other property delivered to or compiled by Macari by or on behalf of the Company or its representatives, vendors, or customers that pertain to the business of the Company, regardless of the type of medium in which they are preserved, are the sole and exclusive property of the Company, and upon request Macari shall deliver to the Company such Company property at the end of the Transition Period, or upon the earlier request of the Company.

8.                                       Sufficient Time to Review .  Macari acknowledges that he has been afforded a reasonable opportunity to consider this Agreement and is encouraged to consult with an attorney of his own choosing in deciding whether to execute this Agreement.  Macari acknowledges that he has been given a period of at least 21 days within which to consider this Agreement, and that he has read and fully understands the Agreement and enters into it freely, voluntarily, and without coercion, and in the event that he executes this Agreement in less than 21 days, his election to do so has been knowing and voluntary.

9.                                       Revocation Period .  Macari understands that he has a period of seven days from the date he signs this Agreement to revoke this Agreement, and that, should he decide to revoke it within said seven-day period, he shall not be entitled to the consideration recited herein.  Macari further understands that this Agreement shall not become effective or enforceable until the expiration of the seven-day period, and, therefore, that he shall not receive the consideration set forth herein until the revocation period has expired without Macari exercising his right of revocation.  Macari agrees that he must provide written notice of revocation of this Agreement to Mark Strozik, Vice President, Human Resources, Summer Infant, Inc., 1275 Park East Drive, Woonsocket, RI 02895, should he wish to exercise his rights to revoke this Agreement within the revocation period.  If this Agreement is not timely revoked, this Agreement will become effective as of the expiration of the revocation period (“Effective Date”).

10.                                Section 409A .  It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shall be interpreted accordingly.  To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Macari the economic benefits described herein in a manner that does not result in such tax being imposed.  Each payment or benefit made pursuant to this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law.  To the extent that payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Macari of the Release, Macari shall forfeit all rights to such payments and benefits unless such Release is signed and delivered (and no longer subject to revocation, if applicable) within sixty days following the Separation Date.  All taxable reimbursements provided hereunder that are deferred compensation subject to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred.   Any such taxable

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reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

11.                                Acknowledgement .  Macari acknowledges, represents and warrants that he enters into this Agreement knowingly, voluntarily, free of duress or coercion, and with a full understanding of all terms and conditions contained herein.

12.                                Headings .  The headings are for convenience of the parties, and are not to be construed as terms and conditions of this Agreement.

13.                                Severability .  Should any provision in this Agreement be declared or determined to be illegal or invalid (with the exception of Section 5, in whole or in part, subsections included), the validity of the remaining parts, terms, or provisions shall not be affected and the illegal or invalid part, term, or provisions shall be deemed not to be part of this Agreement.

14.                                Integration .  This Agreement constitutes the entire agreement between the parties, and supersede all oral negotiations and any prior and other writings with respect to the subject matter of this Agreement, and is intended by the parties as the final, complete and exclusive statement of the terms agreed to by them.

15.                                Choice of Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.

16.                                Waiver of Jury Trial .  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT HE OR IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.  EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT HE OR IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

17.                                Amendment .  This Agreement shall be binding upon the parties and may not be amended, supplemented, changed, or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by the parties.

18.                                Successors and Assigns .  This Agreement is and shall be binding upon and inure to the benefit of the heirs, executors, successors and assigns of each of the parties.

19.                                Non-Admission .  This Agreement shall not in any way be construed as an admission by the Company that it has acted wrongfully with respect to Macari, and the Company specifically denies the commission of any wrongful acts against Macari.  This Agreement shall not in any way be construed as an admission by Macari that he has acted wrongfully with respect

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to the Company or failed to perform any of his obligations to the Company, and Macari specifically denies the commission of any wrongful acts against the Company.

20.                                Reservation of Rights to Indemnification and Director and Officer Liability Insurance for Actions Taken or Omitted While an Executive Officer .  Macari’s right to indemnification to the fullest extent permitted by Delaware General Corporation Law and the Company’s Certificate of Incorporation and By-Laws for expenses (including attorney’s fees and disbursements), judgments, fines and amounts paid in settlement actually and reasonably incurred by Macari in connection with any proceeding arising by reason of acts taken or omissions to act occurring while Macari was an executive officer of the Company or an executive officer or director of any of the Company’s subsidiaries, shall continue unabridged after the Separation Date.

21.                                Notice .  Each notice or other communication required or permitted under this Agreement shall be in writing and transmitted, delivered, or sent by personal delivery, prepaid courier or messenger service (whether overnight or same-day), or prepaid certified United States mail (with return receipt requested), addressed (in any case) to the other Party at the address set forth as follows:

If to Macari:

Jason Macari
3100 Diamond Hill Road
Cumberland, RI  02864

With a copy to:

Hinckley, Allen & Snyder LLP
Attention:  Aaron A. Gilman, Esq.
28 State Street
Boston, MA, 02109

If to the Company:

Summer Infant, Inc.
Attention:  Senior Vice President — Human Resources
1275 Park East Drive
Woonsocket, Rhode Island 02895

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With a copy to:

Greenberg Traurig, LLP
Attention:  Elizabeth Fraser, Esq.
One International Place
Boston, MA  02110

Each notice or communication so transmitted, delivered, or sent in person, by courier or messenger service, or by certified United States mail shall be deemed given, received, and effective on the date delivered to or refused by the intended recipient (with the return receipt, or the equivalent record of the courier or messenger, being deemed conclusive evidence of delivery or refusal).  Nevertheless, if the date of delivery is after 5:00 p.m. on a business day, the notice or other communication shall be deemed given, received, and effective on the next business day.

22.                                Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together constitute one and the same instrument.

[ Remainder of page intentionally left blank .]

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IN WITNESS WHEREOF, the parties execute this Agreement as of the date first written above.

Signature page – Separation Agreement and Release

Schedule 1

EQUITY AWARDS

1.               Option to purchase 310,000 shares at an exercise price of $2.14 per share, granted January 5, 2009; fully vested.

2.               Restricted stock award of 30,813 shares, granted June 15, 2011; 50% vested, remaining 50% vests 25% in June 2014 and 25% in June 2015.

3.               Restricted stock award of 24,914 shares, granted April 16, 2012; 25% vested; remaining 75% vests 25% in April 2014, 25% in April 2015 and 25% in April 2016.

4.               Option to purchase 45,886 shares at an exercise price of $5.55 per share, granted April 16, 2012; 25% vested; remaining 75% vests 25% in April 2014, 25% in April 2015 and 25% in April 2016.

5.               Restricted stock award of 31,000 shares, granted June 12, 2013; none vested; vests 25% in June 2014, 25% in June 2015, 25% in June 2016 and 25% in June 2017.

6.               Option to purchase 58,000 shares at an exercise price of $3.38 per share, granted June 12, 2013; none vested; vests 25% in June 2014, 25% in June 2015, 25% in June 2016 and 25% in June 2017.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is made and entered into as of January 16, 2014, by and between Summer Infant, Inc. (the “ Company ”), and Carol E. Bramson (the “ Executive ”).

WITNESSETH THAT:

WHEREAS, the parties desire to enter into this Agreement pertaining to the employment of the Executive by the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Executive and the Company as follows:

1.                                       Performance of Services .  The Executive’s employment with the Company shall be subject to the following:

(a)                                  Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its Chief Executive Officer and President during the Agreement Term (as defined below).  In addition, the Executive shall serve as Chief Executive Officer, President and/or a director of the Company’s subsidiaries during the Agreement Term.

(b)                                  During the Agreement Term, while the Executive is employed by the Company, the Executive shall devote her full business time, energies and talents to serving as its Chief Executive Officer.

(c)                                   The Executive agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Board of Directors of the Company (the “ Board ”).  The Executive shall not, without her consent, be assigned tasks that would be inconsistent with those of Chief Executive Officer.  The Executive shall report to the Board and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her under this Agreement.

(d)                                  Notwithstanding the foregoing provisions of this Section 1, during the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement (“outside activities”), including the supervision of her personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not materially inhibit or prohibit the performance of the Executive’s duties under this Agreement, or conflict in any material way with the business of the Company or any subsidiary.  The parties acknowledge that the Executive is currently engaged in other business activities outside of the Company and agree that the Executive can continue those activities during the Agreement Term, provided such activities do not materially inhibit or prohibit the performance of the Executive’s duties under this Agreement.  It is understood and agreed by the parties that the Executive’s continued participation in such activities shall not be a breach of this Agreement.

(e)                                   The term of this Agreement shall begin on February 1, 2014 (the “ Effective Date ”) and end on January 31, 2015, unless terminated earlier in accordance with this Agreement (the “ Agreement Term ”).

2.                                       Compensation .  Subject to the terms of this Agreement, while the Executive is employed by the Company, the Company shall compensate her for her services as follows:

(a)                                  Salary .  For services rendered under this Agreement, the Company shall pay the Executive a salary at the annual rate of $350,000, paid in accordance with the Company’s usual payroll practices (the “ Base Salary ”).

(b)                                  Bonus .  The Executive will be eligible to participate in the Company’s annual STI (Short Term Incentive) bonus program for fiscal year 2014, which provides the opportunity to earn a cash bonus based on the achievement of Company and personal performance targets determined by the Compensation Committee of the Board.  For fiscal year 2014, and subject to the terms of Section 4 below, provided that the Executive continues to be employed by the Company as of the last calendar day of 2014, the Executive will receive a minimum STI bonus of $100,000, subject to applicable withholding and other lawful deductions, payable on or before April 15, 2015.  For the avoidance of doubt, if the Executive is not employed as of the last calendar day of 2014, the Employee will not receive the minimum STI bonus pursuant to this Section 2(b).  The Executive will also be eligible to participate in the Company’s long-term incentive plan and any other bonus plan adopted by the Company, as determined by the Compensation Committee of the Board.

(c)                                   Equity Awards .  Subject to approval of the Compensation Committee of the Board and the terms of Section 4 below, on the Effective Date (the “ Grant Date ”), the Executive shall receive a 10-year stock option under the Company’s equity incentive plan to purchase 200,000 shares of the Company’s common stock at an exercise price equal to the closing price of a share of common stock as of the Grant Date (the “ Option ”), with the Option vesting in 12 equal monthly installments (on the last day of each month) over the one-year period following the Grant Date, provided that (i) the Executive remains continuously employed by or providing services to the Company on each such vesting date, (ii) the vesting shall be accelerated in full upon a “change in control” of the Company (as defined in the Company’s equity incentive plan) and (iii) the vesting shall be accelerated in full upon a termination by the Company of the Executive without Cause (as defined below).  The Executive will also be eligible to receive additional equity awards through participation in the Company’s annual long-term incentive program.

(d)                                  Other Benefits .  The Executive shall be eligible for the benefits, including, without limitation, medical and dental benefits, and other fringe benefits, including, without limitation, reasonable vacation time commensurate with the term of the Executive’s employment, to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company’s other senior management employees.

(e)                                   Expense Reimbursement .  The Company will reimburse the Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to , the performance of her duties, responsibilities or services under

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this Agreement, provided that such expenses are incurred and accounted for in accordance with the reasonable policies and procedures established by the Company.

(f)                                    Indemnification and Insurance .  The Company and the Executive, contemporaneously with the execution of this Agreement, shall execute an indemnification agreement.  The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Executive shall be covered under such insurance to the same extent as other senior management employees of the Company and the Board.

(g)                                   Legal Expenses .  Within ten calendar days following presentation by the Executive of documentation of legal fees and expenses incurred by the Executive in connection with the preparation and negotiation of this Agreement, the Company shall pay to the Executive an amount up to $5,000 for such legal fees and expenses.

3.                                       Termination .  The Executive’s employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the following circumstances: (a) upon the death of the Executive; (b) upon the permanent disability of the Executive if such disability renders the Executive incapable of performing her duties; (c) with or without Cause, upon 30 days’ prior written notice by the Company to the Executive; (d) upon 30 days’ prior written notice by the Executive to the Company; or (e) upon the last day of the Agreement Term.

4.                                       Rights Upon Termination .  Upon the termination of the Executive’s employment, the Company shall provide to the Executive the following:

(a)                                  The Company will pay the Executive her Accrued Obligations promptly following such termination.  For this purpose, “ Accrued Obligations ” means (i) the portion of the Executive’s salary as has accrued prior to any termination of her employment with the Company and has not yet been paid, (ii) an amount equal to the value of any accrued unused vacation days, and (iii) the amount of any expenses properly incurred by the Executive on behalf of the Company prior to any such termination and not yet reimbursed pursuant to Section 2(d) hereof.

(b)                                  If the Company terminates the Executive without Cause, then the Executive shall receive the following benefits in addition to the Accrued Obligations:

(i)                                      (A) if the termination occurs within the first six months following the Effective Date, the Company shall pay to the Executive the amount of her Base Salary that would have otherwise been paid through the six-month anniversary date but for the earlier termination pursuant to this Section 4(b), or (B) if the termination occurs at any time following the six-month anniversary of the Effective Date, the Company shall pay to the Executive the amount of her Base Salary that would have otherwise been paid through January 31, 2015 but for the earlier termination pursuant to this Section 4(b), in the case of both clause (A) and (B), less applicable withholdings and deductions, paid in accordance with the Company’s usual payroll practices;

(ii)                                   the Company shall pay to the Executive any bonus earned, if any, pursuant to Section 2(b);

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(iii)                                vesting shall accelerate for any unvested portion of the Option as set forth in Section 2(c)(iii); and

(iv)                               if the Executive is participating in the Company’s employee group health insurance plans on the date of termination, and the Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, then (A) if the termination occurs within the first six months following the Effective Date, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the date of termination until the six-month anniversary of the Effective Date or (B) if the termination occurs at any time following the six-month anniversary of the Effective Date, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the date of termination through January 31, 2015.

(c)                                   If the Company terminates the Executive under Section 3(c) with Cause, then (i) the Company shall pay to the Executive her Accrued Obligations promptly following such termination, (ii) the Option shall immediately be terminated and forfeit and (iii) the Company shall have fulfilled its payment and benefit obligations to the Executive under this Agreement.  For purposes of this Agreement, “Cause” means the occurrence of one or more of the following:  (1) the Executive’s willful and continued failure to substantially perform her obligations under this Agreement, which failure continues for a period of at least 30 days after written demand for substantial performance has been delivered by the Company to the Executive which specifically identifies the manner in which the Executive has failed to perform; (2) the Executive’s willful conduct which constitutes misconduct and is materially and demonstrably injurious to the Company, as determined in good faith by a vote of at least two-thirds of the non-Executive directors of the Board at a meeting of the Board at which the Executive is provided an opportunity to be heard; (3) the Executive being convicted of, or pleading nolo contendere to a felony; or (4) the Executive being convicted of, or pleading nolo contendere to a misdemeanor based in dishonesty or fraud.

(d)                                  If the Executive terminates her employment for any reason under Section 3(d), then (i) the Company shall pay to the Executive her Accrued Obligations, less applicable withholdings and deductions; and (ii) vesting of the Option shall cease as of the date of such termination and any remaining unvested portion shall be forfeit.

(e)                                   The Executive and any of her dependents shall be eligible for COBRA continuation coverage (as described in section 4980B of the Internal Revenue Code of 1986, as amended) at the Executive’s own cost to the extent permitted by applicable law and subject to Section 4(b).

(f)                                    The Company shall provide any other payments or benefits to be provided to the Executive by the Company or a subsidiary pursuant to any employee benefit plans or arrangements established or adopted by the Company or a subsidiary (including, without limitation, any rights to indemnification from the Company or from a third-party insurer for directors and officers liability coverage) under Section 2(f) or otherwise with respect to any costs, losses, claims, suits, proceedings, damages or liabilities to which the Executive may become subject which arise out of, are based upon or relate to the Executive’s employment by

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the Company or the Executive’s service as an officer), to the extent such amounts are due from the Company in accordance with the terms of this Agreement or such plans or arrangements.

5.                                       Proprietary Information .

(a)                                  The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “ Proprietary Information ”) is and shall be the exclusive property of the Company.  Without limitation, Proprietary Information shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts with or knowledge of customers or prospective customers of the Company.  The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of her duties as an employee of the Company) without approval by an officer of the Company, during or after her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by law.

(b)                                  The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into her custody or possession, shall be the exclusive property of the Company and will be used by the Executive only in the performance of her duties for the Company.  All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of her employment.  After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property.  Notwithstanding the foregoing provisions of this Section 5(b), the parties agree that, if the Executive continues to serve on the Board following the Agreement Term, the Executive may retain all Company property relating to the Executive’s service on the Board.

(c)                                   The Executive agrees that her obligation not to disclose or to use information and materials of the types set forth in Sections 5(a) and 5(b), and her obligation to return materials and tangible property, set forth in Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.

6.                                       Inventions .

(a)                                  The Executive will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by her, or under her direction, or jointly with others, during her employment by the Company,

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whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “ Inventions ”).

(b)                                  The Executive agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of her right, title and interest in and to all Inventions and related patents, patent applications, trade secrets, copyrights and copyright applications.  However, this Section 6(b) shall not apply to Inventions which are unrelated to the present or planned business or research and development of the Company and which are made and conceived by the Executive outside of normal working hours, outside the Company’s premises and do not involve use of the Company’s tools, devices, equipment or Proprietary Information.  The Executive understands that, to the extent this Agreement is to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 6(b) shall be interpreted to not apply to any invention which a court rules or the Company agrees to fall within such classes.

(c)                                   The Executive agrees to cooperate fully with the Company, both during and after her employment with the Company, with respect to the procurement, maintenance and enforcement of patents, trademarks, copyrights and other intellectual property rights (both in the United States and foreign countries) relating to Inventions.  The Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Invention.  The Executive further agrees that if the Company is unable to secure the signature of the Executive on any such papers with reasonable effort, an executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as her agent and attorney-in-fact to execute any such papers on her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Invention, under the conditions described herein.

7.                                       Remedies .  The Executive agrees and acknowledges that her breach of Section 5 or 6 cannot be reasonably or adequately compensated for in money damages alone and would cause irreparable injury to the Company.  Accordingly, the Executive agrees that, with respect to a breach of such Sections, the Company is entitled to, in addition to all other rights and remedies available to the Company at law or in equity, specific performance and immediate injunctive relief, without posting a bond.

8.                                       Survival .  The Executive agrees that her obligations under Sections 5 and 6 of this Agreement shall survive the termination of her employment or the Agreement Term, regardless of the reason for such termination.

9.                                       Severability .  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

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10.                                Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Rhode Island.

11.                                Successors and Assigns .  This Agreement shall be enforceable by the Executive and her heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns.

12.                                Entire Agreement .  This Agreement, with the Indemnification Agreement, contains the entire agreement of the parties and supersedes any prior understandings or agreements between the Executive and the Company.  This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

[ Remainder of page intentionally left blank .]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

Signature page – Employment Agreement

Exhibit 10.3

FORM OF INDEMNIFICATION AGREEMENT
(OFFICERS AND DIRECTORS)

This Indemnification Agreement (the “ Agreement ”), is made and entered into this [        ] day of [                      ], 2014, by and among Summer Infant, Inc., a Delaware corporation (the “ Company ”), and [                          ] (“ Indemnitee ”).

WHEREAS , it is essential to the Company that it be able to retain and attract as directors and officers the most capable individuals available;

WHEREAS , increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability and terms and conditions of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such individuals;

WHEREAS , the Company’s certificate of incorporation (as amended or amended and restated from time to time, the “ Charter ”), provides that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty except to the extent that such exemption or limitation is not permitted by the General Corporation Law of the State of Delaware (the “ DGCL ”);

WHEREAS, the Company’s Amended and Restated Bylaws (as amended or amended and restated from time to time, the “ Bylaws ”), provide for the indemnification of and advancement of expenses to the Company’s directors and officers under certain circumstances;

WHEREAS, under the DGCL, the Charter and the Bylaws are not exclusive and the Company is permitted to make other or additional indemnification and advancement agreements;

WHEREAS, to further promote the Company’s ability to attract and retain qualified individuals to serve as directors and/or officers of the Company, the Company maintains, and will continue to attempt to maintain, directors and officers liability insurance to protect the Company’s directors and officers from certain liabilities;

WHEREAS, the Company desires that the Indemnitee serve as a director and/or officer of the Company;

WHEREAS , to promote the Company’s ability to attract and retain qualified individuals to serve as directors and/or officers of the Company, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to indemnification and advancement of expenses to protect against litigation risks and expenses (regardless, among other things, of any change in the ownership of the Company or the composition of its Board of Directors); and

WHEREAS , Indemnitee is relying upon the rights afforded under this Agreement in serving in Indemnitee’s position as a director and/or officer of the Company.

NOW, THEREFORE , in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.                                       Definitions .

(a)                                  “ Board of Directors ” shall mean the Board of Directors of the Company.

(b)                                  “ Change in Control ” shall mean (i) any merger, consolidation, share exchange or business combination involving the Company or any of its subsidiary Entities, (ii) a sale, lease, exchange, transfer or other disposition in a single transaction or a series of related transactions, of fifteen percent (15%) or more of the assets of the Company and its subsidiary Entities, taken as a whole, (iii) any issuance, purchase or sale of shares of capital stock or other securities representing fifteen percent (15%) or more of the voting power of the capital stock of the Company or any of its subsidiary Entities, including, without limitation, by way of tender or exchange offer, in a single transaction or a series of related transactions, (iv) any liquidation, dissolution or winding up of the Company, or (v) any change in the composition of a majority of the Board of Directors in a single transaction or a series of related transactions, unless, in each case, such transaction described in subsections (i) - (v) hereof was adopted and approved by the members of the Board of Directors (or new or additional members of the Board of Directors nominated or approved by such directors) in office at the time of the adoption of this Agreement by the Company.

(c)                                   “ Corporate Status ” describes the status of a person who is serving or has served (i) as a director or officer of the Company, (ii) in any capacity or service with respect to any employee benefit plan of the Company or any one or more of its subsidiary Entities, or (iii) as a director, officer, member, manager, partner, trustee, employee, or agent of any other Entity at the request of the Company.

(d)                                  “ Court of Chancery ” shall mean the Court of Chancery of the State of Delaware.

(e)                                   “ Disinterested Directors ” shall mean the directors of the Company who are not and were not parties to the Proceeding in respect of which indemnification is sought by Indemnitee hereunder.

(f)                                    “ Entity ” shall mean any corporation, partnership (including, without limitation, any general, limited or limited liability partnership), joint venture, trust, enterprise, non-profit entity, limited liability company, trust, foundation, association, organization or other legal entity.

(g)                                   “ Expenses ” shall mean all fees, costs and expenses reasonably incurred in connection with any Proceeding or any claim, issue or matter involved in any Proceeding, including, without limitation, reasonable attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Section 9 and Section 11), fees, costs, expenses and disbursements of experts or expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, travel expenses (including, without limitation, those of experts or expert witnesses, private investigators and professional

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advisors), duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses.

(h)                                  “ Independent Counsel ” shall mean shall mean a law firm, or a member of a law firm, that is of outstanding reputation, experienced in matters of corporation law and neither is as of the date of selection of such firm, nor has been during the period of three years immediately preceding the date of selection of such firm, retained to represent: (i) the Company or Indemnitee in any material matter (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any law firm, or member of a law firm, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees, disbursements and retainers, and Liabilities arising out of or relating to this Agreement or its engagement pursuant hereto.  For purposes of this definition, a “material matter” shall mean any matter for which billings exceeded or are expected to exceed $100,000.

(i)                                      “ Liabilities ” shall mean liabilities, judgments, damages, losses, penalties, excise taxes, fines and amounts paid in settlement.

(j)                                     “ Proceeding ” shall mean any threatened, pending or completed claim, action, suit, proceeding, litigation, arbitration, mediation, alternate dispute resolution process, investigation, administrative hearing, or appeal, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including, without limitation, a Proceeding initiated by Indemnitee pursuant to Section 11 to enforce Indemnitee’s rights hereunder.

2.                                       Services of Indemnitee .  In consideration of the Company’s covenants and obligations hereunder, Indemnitee agrees to serve as a director and/or officer of the Company.  This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

3.                                       Agreement to Indemnify and Hold Harmless .   Subject to the exceptions contained in Section 4, if Indemnitee was or is a party to, or was or is threatened to be made a party to, or was or is otherwise involved (as a deponent, witness or otherwise) in, any Proceeding or any claim, issue or matter involved in any Proceeding by reason of Indemnitee’s Corporate Status, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified and held harmless by the Company against all Expenses and Liabilities actually and reasonably incurred or paid by or on behalf of Indemnitee in connection with such Proceeding or such claim, issue or matter (referred to herein as “ Indemnifiable Expenses ” and “ Indemnifiable Liabilities ,” respectively, and collectively as “ Indemnifiable Amounts ”).

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4.                                       Exceptions to Indemnification .  Indemnitee shall be entitled to the indemnification provided in Section 3 in all circumstances other than the following:

(a)                                  If indemnification is sought by Indemnitee under Section 3 and it has been adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order that, in connection with any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to indemnification of Indemnifiable Amounts hereunder with respect to such Proceeding or such claim, issue or matter, as applicable;

(b)                                  If indemnification is sought by Indemnitee under Section 3 and it has been adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification hereunder has arisen, Indemnitee shall not be entitled to Indemnifiable Expense hereunder with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which the Court of Chancery or such other court shall deem proper; and

(c)                                   If indemnification is sought by Indemnitee under Section 3 and the Company reasonably determines, in reliance on the opinion of counsel reasonably acceptable to the Indemnitee, that indemnification of Indemnitee would violate the securities laws of the United States.

For purposes of this Section 4, including, without limitation and to the fullest extent permitted by law, the court adjudication contemplated hereby, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal Proceeding, without reasonable cause to believe that Indemnitee’s conduct was unlawful, if Indemnitee’s act or omission is based, in good faith, upon (1) the records of the Company, (2) such information, opinions, reports or statements presented to the Company or the Board of Directors by any of the Company’s officers, employees, directors, committees of the Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and/or (3) such information, opinions, reports or statements presented to an Entity for which Indemnitee has Corporate Status or such Entity’s officers, employees, directors, committees of such Entity’s Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of such Entity.

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5.                                       Procedure for Indemnification of Indemnifiable Amounts .

(a)                                  Indemnitee shall, following the final adjudication by a court of competent jurisdiction evidenced by a final nonappealable order, submit to the Company a written claim specifying the Indemnifiable Amounts for which Indemnitee seeks indemnification under Section 3 and the basis for such claim.  At the reasonable request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder, and the Company shall pay any fees, costs and expenses, including without limitation, reasonable attorneys’ fees, disbursements and retainers, actually and reasonably incurred by Indemnitee in furnishing such documentation and information.

(b)                                  Upon submission of a written claim for indemnification (but not for advancement of Expenses for which no determination is required) pursuant to the first sentence of Section 5(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion directed to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum of the Board of Directors, or (C) if there are less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion directed to the Board of Directors, a copy of which shall be delivered to Indemnitee.  Indemnitee shall cooperate with the Entity or individual(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including, without limitation, providing to such Entity or individual(s) upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination; provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have under applicable law.  Any fees, costs and expenses, including without limitation, reasonable attorneys’ fees, disbursements and retainers, incurred by Indemnitee in so cooperating with the Entity or individual(s) making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)                                   If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant Section 5(b), the Independent Counsel shall be selected as provided in this Section 5(c).  If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected within ten calendar days after the Company’s receipt of a written claim for indemnification pursuant to the first sentence of Section 5(a).  If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the

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Independent Counsel so selected within ten calendar days after the Company’s receipt of a written claim for indemnification pursuant to the first sentence of Section 5(a).  In either event, Indemnitee or the Company, as the case may be, may, within ten calendar days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the law firm or the member of a law firm so selected shall act as Independent Counsel.  If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction or arbitrator (selected as provided below) has determined that such objection is without merit.  If, within 20 calendar days after the Company’s receipt of a written claim for indemnification pursuant to the first sentence of Section 5(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may seek arbitration for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a law firm or a member of a law firm selected by the arbitrator or by such other law firm or a member of a law firm as the arbitrator shall designate, and the law firm or the member of a law firm with respect to whom all objections are so resolved or the law firm or the member of a law firm so appointed shall act as Independent Counsel under this Section 5.  Such arbitration referred to in the previous sentence shall be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  The laws of the State of Delaware, without giving effect to the provisions thereof relating to conflicts of law, shall apply to any such arbitration.  The award rendered by such arbitration shall, to the fullest extent permitted by law, be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction, including, without limitation, the Court of Chancery.  Upon the due commencement of any judicial proceeding pursuant to Section 11, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d)                                  Subject to Section 4, the Company shall pay such Indemnifiable Amounts to Indemnitee within 30 calendar days after receipt of such written claim.

6.                                       Indemnification for Expenses of a Participant .  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a participant (as a deponent, witness or otherwise) in any Proceeding to which Indemnitee was or is not a party or was or is not threatened to be made a party, the Indemnitee shall be indemnified as provided in Section 3.

7.                                       Indemnification for Expenses of a Party Who is Wholly or Partly Successful .

(a)                                  Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to and was or is successful, on the merits or otherwise, as to any Proceeding or any claim, issue or matter involved in any Proceeding, Indemnitee shall be

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indemnified against all Expenses actually and reasonably incurred with respect to such Proceeding or such claim, issue or matter, as applicable.  In furtherance and not in limitation of the foregoing, and by way of further explanation, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters involved in such Proceeding, the Company shall indemnify Indemnitee against all Expenses with respect to each successfully resolved claim, issue or matter.

(b)                                  For purposes of this Section 7, “successful” shall, to the fullest extent permitted by law, include, but not be limited to, (i) a termination, withdrawal or dismissal (with or without prejudice) of any Proceeding or any claim, issue or matter involved in any Proceeding, without any express finding of liability or guilt against Indemnitee, (ii) the expiration of 120 days after the making of any claim or threat of any Proceeding without the institution of same and without the entering into of any settlement or compromise with respect to such claim or threat, or (iii) the entering into of any settlement or compromise with respect to any Proceeding or any claim, issue or matter involved in any Proceeding pursuant to which Indemnitee is obligated to pay or is found liable for an amount less than $50,000.

8.                                       Effect of Certain Resolutions; Waiver of Right of Contribution Against Indemnitee .  Neither the termination of any Proceeding or any claim, issue or matter involved in any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contedere or its equivalent, nor the failure of the Company to award indemnification or to determine that indemnification is payable, shall create a presumption that Indemnitee is not entitled to indemnification hereunder.  The Company hereby waives, to the fullest extent permitted by law, any right of contribution that it may have against Indemnitee with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in which the Company and Indemnitee are jointly liable.

9.                                       Agreement to Advance Expenses; Conditions .  The Company shall pay to Indemnitee, all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding or any claim, issue or matter involved in any Proceeding, including, without limitation, a Proceeding by or in the right of the Company and a Proceeding to enforce indemnification and advancement rights under this Agreement, in advance of the final disposition of such Proceeding or such claim, issue or matter, if Indemnitee furnishes the Company with a written undertaking to repay the amount of such Expenses advanced to Indemnitee if it is finally determined by a court of competent jurisdiction evidenced by a final nonappealable order that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses.  To the fullest extent permitted by applicable law, such undertaking shall be an unlimited general obligation of Indemnitee, shall be accepted by the Company without regard to the financial ability of Indemnitee to make repayment, and shall in no event be required to be secured.

10.                                Procedure for Advancement of Expenses .  Indemnitee shall submit to the Company a written claim specifying the Expenses for which Indemnitee seeks advancement under Section 9, and the basis for such claim, together with documentation evidencing that Indemnitee has actually and reasonably incurred such Expenses.  The Company shall advance such Expenses to Indemnitee or on behalf of Indemnitee within 30 calendar days after receipt of such written claim and documentation.

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11.                                Remedies of Indemnitee .

(a)                                  Right to Petition Court .  In the event that Indemnitee submits to the Company a written claim for indemnification of Indemnifiable Amounts under Section 3 and Section 5 or submits to the Company a written claim for advancement of Expenses under Section 9 and Section 10, and the Company fails to make such indemnification or advancement, as applicable, pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery to enforce the Company’s obligations under this Agreement.

(b)                                  Burden of Proof .  In any judicial proceeding brought under Section 11(a), the Company shall have the burden of proving that Indemnitee is not entitled to indemnification of Indemnifiable Amounts or advancement of Expenses, as applicable, hereunder.

(c)                                   Expenses .  The Company agrees to reimburse Indemnitee in full for any Expenses actually and reasonably incurred by Indemnitee in connection with investigating, preparing for, litigating, defending, prosecuting or settling any judicial proceeding brought by Indemnitee under Section 11(a), except where such judicial proceeding or any claim, issue or matter involved therein is adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order in favor of the Company.

(d)                                  Validity of Agreement .  The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 11(a), that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in such court that the Company is bound by all the provisions of this Agreement.

(e)                                   Failure to Act Not a Defense .  The failure of the Company (including, without limitation, the Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the indemnification of Indemnifiable Amounts, nor an actual determination by the Company (including, without limitation, the Board of Directors or any committee thereof, independent legal counsel or stockholders) concerning the permissibility of the indemnification of Indemnifiable Amounts, shall not be a defense in any action brought under Section 11(a), and shall not create a presumption that such indemnification is not permissible hereunder.

12.                                Notice By Indemnitee; Defense of the Underlying Proceeding .

(a)                                  Notice by Indemnitee .  Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or any claim, issue or matter involved in any Proceeding which may result in the indemnification of Indemnifiable Amounts or the advancement of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive indemnification of Indemnifiable Amounts or advancements of Expenses hereunder, except to the extent the Company’s ability to defend in such Proceeding or such claim, issue or matter is materially prejudiced thereby.

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(b)                                  Defense by Company .  Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c), the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise to the indemnification of Indemnifiable Amounts hereunder; provided , however , that the Company shall notify Indemnitee of any such decision to defend within ten calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a).  The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding or such claim, issue or matter, which release shall be in form and substance reasonably satisfactory to Indemnitee.  This Section 12(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 11(a) or pursuant to Section 20.

(c)                                   Indemnitee’s Right to Counsel .  Notwithstanding the provisions of Section 12(b), (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (ii) if the Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons’ similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Company at the expense of the Company.  In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the Company, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

(d)                                  Consent to Judgment or Settlement or Compromise by Indemnitee .  Indemnitee shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), consent to the entry of any judgment against Indemnitee or consent to or enter into any settlement or compromise with respect to any Proceeding or any claim, issue or matter involved in any Proceeding with respect to which the Company may have indemnification or advancements obligations to Indemnitee hereunder.  The Company shall have no obligation to indemnify Indemnitee under this Agreement with respect to any Proceeding or any claim, issue or matter involved in any Proceeding for which a judgment, settlement or compromise is consented to or entered into by Indemnitee without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed).

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13.                                Representations and Warranties of the Company .  The Company hereby represents and warrants to Indemnitee as follows:

(a)                                  Authority .  The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement has been duly authorized by the Company.

(b)                                  Enforceability .  This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally or equitable principles.

14.                                Insurance .  The Company shall, to the maximum extent available, cover Indemnitee under any insurance policy secured for the directors and officers of the Company or other Entity for which Indemnitee has Corporate Status.

15.                                Contract Rights Not Exclusive .  The rights to indemnification of Indemnifiable Amounts and advancement of Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law or the Charter or Bylaws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director and/or officer of the Company.

16.                                Successors .  This Agreement shall be (a) binding upon all successors and assigns of the Company (including, without limitation, to the fullest extent permitted by law, any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law), and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee.  To the fullest extent permitted by applicable law, the Company shall cause any successor to the business, stock and/or assets of the Company (whether by operation of law or otherwise) to assume and agree to perform this Agreement in the same manner as if no such succession had taken place.  This Agreement shall continue for the benefit of Indemnitee and the heirs, personal representatives, executors and administrators of Indemnitee after Indemnitee has ceased to have Corporate Status.

17.                                Other Sources; Subrogation .  The Company’s obligation to indemnify Indemnifiable Amounts or advance Expenses to Indemnitee, if any, hereunder shall be reduced by the amount Indemnitee may receive, as indemnification or advancement of expense from any other Entities or individuals or any insurance policy.  In the event of any indemnification of Indemnifiable Amounts or advancement of Expenses by the Company under this Agreement, the Company shall, to the fullest extent permitted by law, be subrogated to the extent of such indemnification or advancement to all of the rights of contribution or recovery of Indemnitee against other Entities or individuals and have a right of contribution against such other Entities or individuals, and, in furtherance thereof, Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including, without limitation, securing the

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execution and delivery by such other Entities or individuals of an agreement as to the division of indemnification and advancement liabilities as between such other Entities or individuals and the Company, in a manner reasonably acceptable to the Company prior to the payment by the Company of any such Indemnifiable Amounts or Expenses and/or the execution and delivery of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.

18.                                Governing Law; Change in Law; Jurisdiction .  This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware, without giving effect to the provisions thereof relating to conflicts of law.  To the fullest extent permitted by applicable law, the parties hereto (a) irrevocably submit to the personal jurisdiction of the Court of Chancery, and (b) waive any claim of improper venue or any claim that the Court of Chancery is an inconvenient forum.  To the fullest extent permitted by applicable law, the parties hereby agree that the mailing of process and other papers in connection with any such proceeding in the manner provided in Section 22 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

19.                                Severability .  Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

20.                                Indemnitee as Plaintiff .  Except as provided in Section 11 and in the next sentence, Indemnitee shall not be entitled to indemnification of Indemnifiable Amounts or advancement of Expenses with respect to any Proceeding or any claim, issue or matter involved in any Proceeding brought by Indemnitee against the Company, any Entity which the Company controls, or any director or officer of the Company or any such Entity, prior to a Change in Control, unless the commencement of such Proceeding or such claim, issue or matter by Indemnitee was authorized in the specific case by the Board of Directors.  This Section 20 shall not apply to (a) affirmative defenses asserted by Indemnitee or any compulsory counterclaims required to be made by Indemnitee in any Proceeding or with respect to any claim, issue or matter involved in any Proceeding brought against Indemnitee, or (b) any Proceeding or any claim, issue or matter involved in any Proceeding brought by Indemnitee against the Company, any Entity which the Company controls, or any director or officer of the Company or any such Entity, from and after a Change in Control.

21.                                Modifications and Waiver .  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.  Notwithstanding any other provision of this Agreement or any provision of law to the contrary, to the fullest extent permitted by law, no supplement, modification or amendment of this Agreement shall adversely affect any right or protection of Indemnitee in respect of any act or omission occurring prior to the time of such supplement, modification or amendment.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any

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other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

22.                                General Notices .  All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, in each case, to such address as may have been furnished by any party to the other party.

23.                                Termination .  This Agreement shall terminate as of the later of (a) ten years after Indemnitee ceases to serve as a director or officer of the Company, or (b) one year after the final adjudication by a court of competent jurisdiction evidenced by a final non-appealable order with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in respect of which Indemnitee is granted rights of indemnification or advancement of expenses hereunder.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

[Signature Page - Indemnification Agreement]