1.

The Employee’s Employment Agreement with Minim dated May 22, 2019 (the “Employment Agreement”) is hereby assigned to, and assumed by the Company, subject to the terms and conditions set forth herein.

2.

The assignment and amendment of the Agreement is made pursuant to the provisions of Sections 10 and 16 of the Employment Agreement and satisfies and complies with the terms and conditions of such provisions.

3.

Zoom hereby assumes all obligations of the “Company” set forth in the Employment Agreement, subject to the terms and conditions set forth herein. The use of the term “Company” in the Employment Agreement shall hereinafter refer to Zoom.

4.

The Employee consents to this assignment of the Employment Agreement and agrees that all of the Employee’s obligations and covenants set forth in the Employment Agreement remain valid and binding.

5.

Section 3(b) of the Employment Agreement is deleted in its entirety and is replaced with “Reserved.”

6.

The phrase “twelve months” in the first sentence of Section 5(g) of the Employment Agreement is deleted and replaced with “six months”.

7.

This Agreement may be executed in one or more counterparts, none of which need to contain the signature of more than one party, each of which will be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the Parties shall be deemed to constitute original signatures, and facsimile or PDF copies of this Agreement shall be deemed to constitute duplicate originals.

Exhibit 10.28

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made as of the 22.day of May, 2019, by and between MINIM, INC. (the "Company") and Graham Chynoweth (the "Employee").

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee's employment with the Company, the Employee's eligibility to receive the severance and other benefits offered herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.          Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and subject to the provisions of Section 5, the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee's employment with the Company pursuant to this Agreement shall commence on or before May 31, 2019 unless and except Employee is unable to complete his work at his current company by that date, in which case it is expect that it shall commence on June 13, 2019.

2.          Duties. The Employee shall serve the Company as Chief Executive Officer. In such capacity, the Employee shall, in collaboration with its PResident, be subject to the direction of Company's Board of Directors, and be responsible for, among other responsibilities: (i) setting and communicating the direction of the company, (ii) hiring and retaining the best talent and (iii) making sure there is money in the bank. The Employee shall also perform such other services and duties in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company's Board of Directors.

3.          Compensation and Benefits. The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(b)          Stock Options. Employee will receive an option grant for 600,000 shares of the Company with an exercise price equal to the fair market value of the Company's common shares on the date of grant. The options will vest as 25% on the first annual anniversary of your date of employment, and subsequently in equal monthly tranches equivalent to 1148th of the total grant over the next 36 months, subject to your continued employment on such date. The grant is subject to board approval on a quarterly basis and shall be granted pursuant to the Company's form option agreement, subject to those terms and the terms of the Company's shareholders' agreement, to which you will need to become a party with effect from the grant date.

To the extent it is reasonable, practical and approved by the Board of Directors, Employee will be eligible to participate in any loan programs offered by the Company to employees so that they may purchase shares offered as part of option grants made by the Company to employees.

(b)          Bonuses. Following the commencement of the Employee's employment with the Company the Employee and the Company's Board of Directors will discuss Employee eligibility to receive variable income, or a "bonus" and the performance goals, metrics, and deliverables on which such opportunity will be based. Prior to the beginning of each calendar year in which the Employee is employed pursuant to this Agreement, the Employee and the Company's Manager will meet to discuss the Employee's eligibility to receive a bonus, the target bonus for that calendar year and the performance goals, metrics, and deliverables on which that calendar year's bonus opportunity will be based. Following each such meeting, the Company's Board of Directors will set the target bonus amount for that calendar year and convey to the Employee the performance goals, metrics, and deliverables on which the bonus for that calendar year will be based.

(c)          Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d)          Vacation. The Employee shall be eligible to an unlimited amount of paid time off. It is understood that Employee's ability to take advantage of this eligibility is subject to the needs of the role and the company.

(e)         Expense Reimbursement. The Company will reimburse the Employee on not less than a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee's duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense

report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4.          Extent of Service. During the Employee's employment hereunder, the Employee shall devote the Employee's full business time, reasonable best efforts and business judgment, skill and knowledge to the advancement of the Company's interests and to the discharge of the Employee's duties and responsibilities hereunder. The Employee shall not engage in any other business activity and shall neither directly nor indirectly render any services of a business, commercial or professional nature to any other person, firm, corporation or organization, except as listed below and as may be approved in writing by the Company's Board Chairman.

5.          Termination and Termination Benefits. The Employee's employment hereunder shall terminate under the following circumstances:

(a)          Termination by the Company for Cause. The Employee's employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee. The following shall constitute "Cause" for such termination, as determined in the sole discretion of the Company:

(b)          Termination by the Company Without Cause. Subject to the Company's payment obligations set forth in Section 5(g) below, the Company may terminate the Employee's employment without Cause or for any or no reason whatsoever, in the sole, absolute and unreviewable discretion of the Company, effective immediately, upon written notice by the Company to the Employee.

(c)          Termination by the Employee Without Good Reason. The Employee's employment hereunder may be terminated by the Employee without Good Reason (as defined below) by written notice to the Company's Manager, at least thirty (30) days prior to such termination.

(d)         Termination by the Employee With Good Reason. The Employee's employment hereunder may be terminated by the Employee with Good Reason (as defined below). For purposes of this Agreement, "Good Reason" shall mean:

For Good Reason to exist, the Employee must provide written notice to the Company of the existence of any of the foregoing conditions within thirty (30) days of the initial existence of the condition, and the Employer shall upon such notice shall have a period of thirty (30) days during which it may remedy the condition (and upon such remedy Good Reason shall be deemed not to have existed).

(e)          Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee's essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee's known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company's business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the

Company may terminate the Employee's employment, effective immediately, upon written notice to the Employee.

(f)          Death. The Employee's employment with the Company shall terminate immediately upon the death of the Employee.

(g)         Certain Termination Payments. In the event that the Company terminates the Employee's employment without Cause (as defined above), or the Employee terminates the Employee's employment with Good Reason (as defined above), the Company will continue to pay the Employee's base salary, at the rate in effect on the date of termination, for twelve months and will pay the Employee a prorated (based on the portion of the calendar year worked prior to termination) target bonus for the calendar year in which the termination occurs. Any and all payments referenced in the preceding sentence are subject to: (i) applicable taxes and withholdings; (ii) the Employee's continuing compliance with the Employee's post -employment obligations set forth in this Agreement and in any other agreement the Employee may sign with the Company; and (iii) the Company's receipt of a separation agreement prepared by the Company containing, among other provisions for the benefit of the Company, a general release of claims executed by the Employee (within the time period specified in the separation agreement), and the expiration of any revocation period referenced therein. The Employee and the Company agree that the Employee will not be entitled to, and will not receive, the termination payments set forth above if the Employee's employment with the Company is terminated: (i) by the Company for Cause; (ii) by the Employee without Good Reason; (iii) due to the Employee's disability pursuant to Section 5(e): or (iv) due to the Employee's death pursuant to Section 5(f).

6.          Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out -of-pocket expenses incurred in connection with such cooperation.

(i)          Proprietary Information. During the course of the Employee's employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company's business is based. As used in this Agreement, "Proprietary Information" means (1) the information referred to in the preceding sentence, (2) information regarding products and/or

service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions (as defined below), (4) the confidential information of others with which the Company has a business relationship, any (5) other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee's employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee's employment.

(b)          Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee's employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company's business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee's employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c)          Confidentiality. The Employee understands and agrees that the Employee's employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee's employment with the Company and after its termination, the Employee will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee's duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media, including, but not limited to, social or professional networking websites, wikis, blogs, virtual worlds, personal websites, image-sharing websites, video-sharing websites, message boards, chat rooms, and discussion forums ("Social Media"). The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this

exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d)          Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee's employment will be and remain the sole property of the Company. Upon termination of the Employee's employment, or at any earlier time upon the Company's request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes, photography, disks or other material in machine readable form) and any Proprietary Information. Further, upon termination of employment, the Employee shall remove from the Employee's personal Social Media any designation or indication that he or she is a current employee of the Company.

(e)          Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention. whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company's premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter ("Inventions"). The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee's entire right, title and interest in all such Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the "Works") which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee's employment will be considered "works made for hire" as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be "works made for hire," the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein. to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee's employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee's signature on any document or instrument necessary to secure trademarks, letters patent,

copyrights or other analogous protection relating to any Works, whether because of the Employee's physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f)          Non-Solicitation. During Non-Competition Period, and regardless of the reasons for the termination of the Employee's employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relations hip with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee's employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company's business with such clients, customers, suppliers, vendors or accounts. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via Social Media that would violate this Section.

(g)          Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee's use or disclosure of information or the Employee's engagement in any business. The Employee represents to the Company that the Employee's execution of this Agreement, the Employee's employment with the Company, and the performance of the Employee's proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee's work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)          Injunctive Relief. The Employee understands and acknowledges that the Company's Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement by the Employee.

8.          Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9.          Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10.       Assignment: Successors and Assigns. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization. consolidate with or merge into any other corporation. partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permit ted assigns.

11.        Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee's under Section 7 of this Agreement is held to be unenforceable because of the duration or scope of such obligation. the court making such determination shall have the power to reduce the duration and/or scope of such obligation, and in its modified form such obligation shall be enforceable.

12.       Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee's choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

13.      Employee Acknowledgement. The Employee acknowledges and agrees that the Employee's responsibilities, duties. position. compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

14.      Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

15.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of President.

16.        Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company.

17.        Affiliates. For purposes of this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

18.       Governing Law/Forum. The laws of the State of New Hampshire shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in the State of New Hampshire, and the Employee and the Company hereby consent to the jurisdiction of the state or federal courts sitting in the State of New Hampshire.

(a)          In General. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to "termination of employment" or similar term shall mean an event that constitutes a "separation from service" or "involuntary separation from service" (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies  under  the Company's business  expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year, each payment or installment shall be treated as a separate payment, and if at separation from service the Employee is considered a Specified Employee within the meaning of said Section 409A, then any payments hereunder that are nonqualified deferred compensation within the meaning of said Section 409A that are to be made upon separation from service shall not commence earlier than six (6) months after the date of such separation from service, and any such amounts that would otherwise be paid to the Employee within the first six months following the separation from service shall be accumulated and paid to the Employee in a lump sum six months and one day following the separation from service (or if the Employee dies during such six-month period. as soon as practical following the date of death). The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

(b)         Effect of Release. To the extent that separation payments or benefits pursuant to this Agreement are conditioned upon execution and delivery by Employee of a

release of claims, Employee shall forfeit all rights to such payments and benefits unless such release is signed, delivered and any right to revoke has expired so as to make the release fully effective, within sixty (60) days following the date of Employee's separation from service. If such release is so signed, delivered and effective, then such payments or benefits shall be made or commence upon the business day next following the date the release is so signed, delivered and effective; provided, however, that if such sixty (60) period would end in the calendar year following the date of Employee's separation from service, then such payments or benefits shall be made or commence upon the later of the date the release is so signed, delivered and effective and the first business day of such following calendar year.

20.        Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee's employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee's employment to the extent necessary to the intended preservation of each party's respective rights and obligations.

21.        Counterparts. This Agreement may be executed in one or more counterparts. none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original. and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the par ties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

22.        Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construct ion or interpretation thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date hereof defined herein.

May 14, 2019

Graham Chynoweth 

Dear Gray:

We are pleased to offer you the position of CEO with Minim Inc. (the "Company"), the specifics of which are set forth in the attached Employment Agreement. During your employment with the Company, you will perform your job duties for and provide services to the Company and its affiliates. This position is EXEM PT and reports to Jeremy Hitchcock. Chairman of the Board.

Independent of your employment as CEO, we are also please to consider your interest in making a direct investment of two hundred fifty thousand dollars ($250,000) in the Company and will undertake prompt and diligent actions in an effort to make this

opportunity available to you.

   

		Very truly yours,
		Minim Inc.
		BY:	/s/ Jeremy Hitchcock
		Jeremy Hitchcock, Chairman of the Broad
AGREED TO AND ACCEPTED:
/s/ Graham Chynoweth			5/22/19
Name			Date
Graham Chynoweth

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of the fourth day of December 2020, by and between Zoom Telephonics, Inc. (the “Company”) and Sean Doherty (the “Employee”).

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee’s employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.          Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause in accordance with the terms of Section 5 hereof. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee’s employment with the Company pursuant to this Agreement shall commence on December 4, 2020 (the “Effective Date”).

  2.         Duties. The Employee shall serve the Company as Senior Vice President of Finance. In such capacity, the Employee shall be subject to the direction of the Company’s Chief Executive Officer. The Employee shall also perform such other services and duties in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company’s Chief Executive Officer.

3.          Compensation and Benefits.   The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(a)          Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary at the annualized rate of 165,000.00 dollars ($165,000.00) per year, pro-rated for any partial year in which this Agreement is in effect. The Employee’s performance may be reviewed by the Company from time to time, and the Company may adjust the Employee’s salary pursuant to such performance reviews or for other reasons. The Employee’s salary shall be payable in equal installments in connection with the Company’s regular payroll dates and payroll procedures.

(b)          Bonus Opportunity. The Employee shall be entitled to receive such incentive or performance bonuses as the Company’s Chief Executive Officer may determine from time to time.

(c)         Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, 401(k), profit sharing and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company. Such participation shall be subject to the terms of the applicable plan documents, generally

applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d)          Vacation. The Company will be adopting an unlimited vacation policy, pursuant to which covered employees do not accrue any paid vacation time, but rather, will be able to take vacation time in their reasonable discretion, subject to Company approval and meeting the Company’s performance expectations. Once the Company adopts and implements that policy, the Employee will be covered by it and subject to its terms. Until that policy is adopted, the Employee will not accrue any vacation time, but rather will be permitted (with Company approval) to take vacation time in the Employee’s reasonable discretion. Because vacation time does not accrue for the Employee (either before adoption of the unlimited vacation time policy or after adoption of that policy), there is no payout of vacation time upon the termination of the Employee’s employment.

(e)          Expense Reimbursement.   The Company will reimburse the Employee on a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee’s duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4.         Extent of Service. During the Employee’s employment hereunder, the Employee shall devote the Employee’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Company’s interests and to the discharge of the Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, the Employee may engage in any outside business activities in which the Employee is engaged as of the Effective Date, and the Employee may engage in other business activities in the future provided:

(i) such activities are not for or with a competitor of the Company; (ii) such activities do not create a conflict of interest with respect to the Employee’s employment with the Company; (iii) such activities do not interfere with the Employee’s performance of the Employee’s job duties for the Company; (iv) the Employee notifies the Company in writing in advance of engaging in such activities; and (v) the Company’s Chief Executive Officer authorizes the Employee to engage in such activities (which such authorization will not be unreasonably withheld).

5.          Termination and Termination Benefits. The Employee’s employment hereunder shall terminate under the following circumstances:

(a)          Termination by the Company. The Employee’s employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee.

(b)         Termination by the Employee. The Employee’s employment hereunder may be terminated by the Employee by written notice to the Company’s Chief Executive Officer at least thirty (30) days prior to such termination.

(c)         Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee’s essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee’s known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company’s business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the Company may terminate the Employee’s employment, effective immediately, upon written notice to the Employee.

(d)          Death. The Employee’s employment with the Company shall terminate immediately upon the death of the Employee.

6.          Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out-of-pocket expenses incurred in connection with such cooperation.

7.          Proprietary Information, Intellectuel Property, Non-Solicitation, and Non-Disparagement.

(i)          Proprietary Information. During the course of the Employee’s employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company’s business is based. As used in this Agreement, “Proprietary Information” means (1) the information referred to in the preceding sentence, (2) information regarding products and/or service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions and Developments (as defined below),

(4) the confidential information of others with which the Company has a business relationship, and (5) any other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but

not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee’s employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee’s employment.

(b)          Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee’s employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company’s business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee’s employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c)         Confidentiality. The Employee understands and agrees that the Employee’s employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee’s employment with the Company and after its termination, the Employee will keep in confidence and trust all such Proprietary Information, and will not use or disclose any such Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee’s duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media. The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d)          Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee’s employment will be and remain the sole property of the Company. Upon termination of the Employee’s employment, or at any earlier time upon the Company’s request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes,

photography, disks or other material in machine readable form) and any Confidential Information. Further, upon termination of employment, the Employee shall remove from the Employee’s personal social media any designation or indication that he or she is a current employee of the Company.

(e)         Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter ("Inventions"). The term Inventions does not include developments, productions, or creations generated by the Employee for third parties, provided that such developments, productions, or creations occur outside the scope of the Employee’s employment with the Company and do not relate to the Company’s business. The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee’s entire right, title and interest in all Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee’s employment will be considered "works made for hire" as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee’s employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of the Employee’s physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f)          Non-Solicitation. During Non-Solicitation Period, and regardless of the reasons for the termination of the Employee’s employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice,

encourage, accept or cause to terminate his/her relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relationship with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee’s employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company’s business with such clients, customers, suppliers, vendors or accounts. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via social media that would violate this Section.

(g)          Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee’s use or disclosure of information or the Employee’s engagement in any business. The Employee represents to the Company that the Employee’s execution of this Agreement, the Employee’s employment with the Company, and the performance of the Employee’s proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee’s work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)         Non-Disparagement. The Employee agrees that the Employee will not, during the Employee’s employment with the Company or at any time thereafter, make any statements that are disparaging about or adverse to the business interests of the Company (including its officers, directors and employees) or which are intended to harm the reputation of the Company including, but not limited to, any statements that disparage any product, service, capability or any other aspect of the business of the Company, including via social media.

(i)          Injunctive Relief/Attorneys’ Fees. The Employee understands and acknowledges that the Company’s Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement (and/or any provision thereof and in particular, the provisions contained in this Section 7 regarding, non-solicitation, confidentiality, and non- disparagement) by the Employee. Further, to the extent permitted by law, the Employee agrees that the Employee shall be responsible for payment of the Company’s reasonable attorneys’ fees and costs in the event the Company prevails in any action against the Employee to enforce this

Agreement or, to defend against any and all claims the Employee brings against the Company or its shareholders, employees, or agents.

8.          Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9.          Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10.        Assignment; Successors and Assigns, etc. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity.   This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns.

11.         Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee’s under Section 7 of this Agreement is held to be unenforceable because of the duration of such obligation or the geographic area covered, the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and in its modified form such provision shall be enforceable.

12.         Forwarding of Agreement. The Employee hereby acknowledges and agrees that the Company may, in order to protect its interests, send a copy of this Agreement to any future employer of the Employee, and that the Employee shall have no claim against the Company in the event it does so.

13.         Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee’s choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

14.         Employee Acknowledgement. The Employee acknowledges and agrees that the Employee’s responsibilities, duties, position, compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in

service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

15.        Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.

17.         Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company’s Chief Executive Officer.

18.         Affiliates. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

19.       Governing Law/Forum. The laws of Massachusetts shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in Massachusetts and the Employee hereby consents to the jurisdiction of the state or federal courts of Massachusetts.

20.        Section 409A. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” or “involuntary separation from service” (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies under the Company’s business expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year. The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

21.        Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment to the extent necessary to the intended preservation of each party’s respective rights and obligations.

22.        Counterparts.   This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the parties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

23.         Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construction or interpretation thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date defined herein.

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of the fourth day of December 2020, by and between Zoom Telephonics, Inc. (the “Company”) and Nicole Hayward (the “Employee”).

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee’s employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.          Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause in accordance with the terms of Section 5 hereof. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee’s employment with the Company pursuant to this Agreement shall commence on December 4, 2020 (the “Effective Date”).

  2.           Duties. The Employee shall serve the Company as Chief Marketing Officer/Chief Product Officer. In such capacity, the Employee shall be subject to the direction of the Company’s Chief Executive Officer. The Employee shall also perform such other services and duties in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company’s Chief Executive Officer.

3.          Compensation and Benefits.   The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(a)          Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary at the annualized rate of 200,000.00 dollars ($200,000.00) per year, pro-rated for any partial year in which this Agreement is in effect. The Employee’s performance may be reviewed by the Company from time to time, and the Company may adjust the Employee’s salary pursuant to such performance reviews or for other reasons. The Employee’s salary shall be payable in equal installments in connection with the Company’s regular payroll dates and payroll procedures.

(b)          Bonus Opportunity. The Employee shall be entitled to receive such incentive or performance bonuses as the Company’s Chief Executive Officer may determine from time to time.

(c)         Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, 401(k), profit sharing and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company.

Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d)          Vacation. The Company will be adopting an unlimited vacation policy, pursuant to which covered employees do not accrue any paid vacation time, but rather, will be able to take vacation time in their reasonable discretion, subject to Company approval and meeting the Company’s performance expectations. Once the Company adopts and implements that policy, the Employee will be covered by it and subject to its terms. Until that policy is adopted, the Employee will not accrue any vacation time, but rather will be permitted (with Company approval) to take vacation time in the Employee’s reasonable discretion. Because vacation time does not accrue for the Employee (either before adoption of the unlimited vacation time policy or after adoption of that policy), there is no payout of vacation time upon the termination of the Employee’s employment.

(e)          Expense Reimbursement.   The Company will reimburse the Employee on a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee’s duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4.         Extent of Service. During the Employee’s employment hereunder, the Employee shall devote the Employee’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Company’s interests and to the discharge of the Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, the Employee may engage in any outside business activities in which the Employee is engaged as of the Effective Date, and the Employee may engage in other business activities in the future provided:

(i) such activities are not for or with a competitor of the Company; (ii) such activities do not create a conflict of interest with respect to the Employee’s employment with the Company; (iii) such activities do not interfere with the Employee’s performance of the Employee’s job duties for the Company; (iv) the Employee notifies the Company in writing in advance of engaging in such activities; and (v) the Company’s Chief Executive Officer authorizes the Employee to engage in such activities (which such authorization will not be unreasonably withheld).

5.          Termination and Termination Benefits. The Employee’s employment hereunder shall terminate under the following circumstances:

(a)          Termination by the Company. The Employee’s employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee.

(b)        Termination by the Employee. The Employee’s employment hereunder may be terminated by the Employee by written notice to the Company’s Chief Executive Officer at least thirty (30) days prior to such termination.

(c)         Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee’s essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee’s known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company’s business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the Company may terminate the Employee’s employment, effective immediately, upon written notice to the Employee.

(d)          Death. The Employee’s employment with the Company shall terminate immediately upon the death of the Employee.

6.          Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out-of-pocket expenses incurred in connection with such cooperation.

7.          Proprietary Information, Intellectuel Property, Non-Solicitation, and Non-Disparagement.

(i)          Proprietary Information. During the course of the Employee’s employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company’s business is based. As used in this Agreement, “Proprietary Information” means (1) the information referred to in the preceding sentence, (2) information regarding products and/or service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions and Developments (as defined below), (4) the confidential information of others with which the Company has a business relationship, and (5) any other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but

not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee’s employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee’s employment.

(b)            Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee’s employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company’s business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee’s employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c)         Confidentiality. The Employee understands and agrees that the Employee’s employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee’s employment with the Company and after its termination, the Employee will keep in confidence and trust all such Proprietary Information, and will not use or disclose any such Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee’s duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media. The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d)          Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee’s employment will be and remain the sole property of the Company. Upon termination of the Employee’s employment, or at any earlier time upon the Company’s request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes,

photography, disks or other material in machine readable form) and any Confidential Information. Further, upon termination of employment, the Employee shall remove from the Employee’s personal social media any designation or indication that he or she is a current employee of the Company.

(e)          Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter ("Inventions"). The term Inventions does not include developments, productions, or creations generated by the Employee for third parties, provided that such developments, productions, or creations occur outside the scope of the Employee’s employment with the Company and do not relate to the Company’s business. The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee’s entire right, title and interest in all Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee’s employment will be considered "works made for hire" as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee’s employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of the Employee’s physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f)          Non-Solicitation. During Non-Solicitation Period, and regardless of the reasons for the termination of the Employee’s employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice,

encourage, accept or cause to terminate his/her relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relationship with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee’s employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company’s business with such clients, customers, suppliers, vendors or accounts. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via social media that would violate this Section.

(g)          Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee’s use or disclosure of information or the Employee’s engagement in any business. The Employee represents to the Company that the Employee’s execution of this Agreement, the Employee’s employment with the Company, and the performance of the Employee’s proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee’s work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)          Non-Disparagement. The Employee agrees that the Employee will not, during the Employee’s employment with the Company or at any time thereafter, make any statements that are disparaging about or adverse to the business interests of the Company (including its officers, directors and employees) or which are intended to harm the reputation of the Company including, but not limited to, any statements that disparage any product, service, capability or any other aspect of the business of the Company, including via social media.

(i)          Injunctive Relief/Attorneys’ Fees. The Employee understands and acknowledges that the Company’s Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement (and/or any provision thereof and in particular, the provisions contained in this Section 7 regarding, non-solicitation, confidentiality, and non- disparagement) by the Employee. Further, to the extent permitted by law, the Employee agrees that the Employee shall be responsible for payment of the Company’s reasonable attorneys’ fees and costs in the event the Company prevails in any action against the Employee to enforce this

Agreement or, to defend against any and all claims the Employee brings against the Company or its shareholders, employees, or agents.

8.          Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9.          Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10.        Assignment; Successors and Assigns, etc. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity.   This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns.

11.        Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee’s under Section 7 of this Agreement is held to be unenforceable because of the duration of such obligation or the geographic area covered, the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and in its modified form such provision shall be enforceable.

12.         Forwarding of Agreement. The Employee hereby acknowledges and agrees that the Company may, in order to protect its interests, send a copy of this Agreement to any future employer of the Employee, and that the Employee shall have no claim against the Company in the event it does so.

13.         Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee’s choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

14.         Employee Acknowledgement. The Employee acknowledges and agrees that the Employee’s responsibilities, duties, position, compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in

service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

15.        Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.

17.         Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company’s Chief Executive Officer.

18.         Affiliates. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

19.        Governing Law/Forum. The laws of Massachusetts shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in Massachusetts and the Employee hereby consents to the jurisdiction of the state or federal courts of Massachusetts.

20.        Section 409A. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” or “involuntary separation from service” (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies under the Company’s business expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year. The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

21.        Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment to the extent necessary to the intended preservation of each party’s respective rights and obligations.

22.        Counterparts.   This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the parties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

23.         Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construction or interpretation thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date defined herein.

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Employment Agreement

This Employment Agreement ("Agreement") is made and effective as of November 1, 2019 by and between Zoom Telephonics, Inc., a Delaware company with offices currently located at 225 Franklin Street, Boston, MA 02110 (the "Company"), and John Lauten an individual who resides at whose principal place of residence is currently at [Address Omitted] (the "Executive") (collectively referred to herein as the "Parties").

WHEREAS, the Company desires to employ Executive by engaging Executive to perform services under the terms hereof; and

WHEREAS, Executive wishes to be employed by the Company and provide full-time personal services to the Company in return for the compensation and benefits detailed herein.

Statement of Agreement

FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein, each of the Company, directly or through its subsidiaries, and Executive hereby agrees to the employment of Executive on the following terms and conditions and, except to the extent specifically superseded by this Agreement, subject to all of the Company's policy and procedures regarding its employees.

The Company shall employ Executive as a full-time employee, of the Company effective as of November 11, 2019 (the "Start Date"), in the position set forth in Section 1.2, and upon the other terms and conditions her in provided. Executive agrees to devote his best efforts, energies, and skill to the discharge of the Responsibilities and Authorities set for in Section 1.3 below.

Executive shall serve as the Senior Vice President of Operations ,. Executive shall directly report to the CEO and President.

1..3.

Responsibilities and Authority

See Exhibit A

l.4.

Primary Place of Performance

Company's principal executive office currently located at 225 Franklin Street, Boston, MA 02110. Executive understands that the principal executive office may change in the future to a different location in the Boston or surrounding area. In addition, the Company may from time to time require Executive to travel temporarily to other domestic and international locations on Company business.

1.5.

Term

The term of  this  Agreement  commences  on the Start Date and  continues until employment terminates pursuant to Section 5 of this Agreement.

Executive shall initially receive a base salary at the rate of $195,000 per annum, subject to withholdings and deductions, and paid electronically to Executive's designated bank accounts on a bi-weekly basis. Annual base salary increases will be a minimum of the prior year US inflation rate plus 2%.

Commencing upon the Start Date, Executive shall be enti1tlecl to performance bonuses, determined and paid semi-annually according to the Company fiscal year. Each bonus will be based on performance goals mutually agreed upon by the Executive and the Company. The first semi-annual bonus will be up to 17.5% of the Executive's annual base salary, plus any pro-rata amount, based on achievement of the mutually agreed objectives. The second and on-going semi-annual bonus will be up to 17.5% of the Executive's then annual base salary, based on achievement of mutually agreed objectives. All bonuses shall be paid in a lump sum, subject to withholdings and deductions, and paid electronically to Executive's designated back accounts.

2.3.

Signing Bonus

Executive shall be entitled to a signing bonus in the gross amount, prior to applicable withholding and deductions, of $15,000 which shall be paid by Company within 30 days of the Start Date.

2.4.

Living Expenses

While Executive is employed by Company, Company will pay for Executive's lease of an apartment/condo near the Company's principal office. The total cost to Company, including any necessary furniture and utilities, will not exceed $6,000 per month. Executive understands that this is taxable compensation, and that the associated taxes will be paid by the Executive.

2.5.

Travel and Expenses for Personal Visits Home

While Executive is employed by Company, Company will pay for four (4) round-trip economy class airline tickets per quarter for Executive to visit his family at his home and/or for Executive's family members to visit Executive in Boston area. Non-use of any round-trip economy class airline travel within a given quarter will be forfeited and will not be carried forward to the subsequent quarter.

2.6.

Travel and Expenses for Business Trips

Domestic and international travel will be according to Company Travel Policy and/ or normal business travel approach for Senior Executives. For any international non-stop airline flight greater than nine (9) hours, Executive is entitled to Business Class accommodations.

3.1.

Initial Stock Option

Upon or near the Executive's Start Date , Executive will receive an initial option grant to purchase 80,000 shares of the Company's common stock, at a purchase price equal to the fair market value of the Company's Common Stock on the date of grant (such fair market value to be determined by the closing price on the day prior to the date of grant). The option will be subject to the terms and conditions applicable to options granted under the Company's 2009 Stock Option Plan (the "Plan"), as described in the Plan and the applicable option agreement Executive will be required to sign. All shares subject to such option will vest over two years from the grant date, the "Vesting Commencement Date"). Twenty-five percent (25%) of the shares subject to such option shall vest on the 6-month anniversary of the Vesting Commencement Date and the remaining options shall vest in equal 6-month installments over the two years. The initial stock options will expire three years after the Vesting Commencement Date.

3.2.

Additional Stock Option

Within 24 months of Executive's Start Date, Executive will receive an additional option grant to purchase that number of shares of Company common stock calculated by the cost per share as determined by the Black-Scholes pricing model up to $80,000 of Company expense totaled over the period the expense will occur. The option will be subject to the terms, conditions, vesting, and expiration timeframe listed above in Section 3.1.

Executive shall be entitled to participate in such full-time employee and executive benefit plans and programs as the Company may from time to time offer, subject to the terms and conditions of such plans. Executive benefit are to begin on the Start Date.

Company shall pay for Executive's premiums of a Term Life insurance policy, up to a maximum of $4,000 annually, beginning on the Start Date.

Executive may participate in the Company 401(k) savings program immediately on the Start Date.

Vacation and sick time shall be in accordance with Company policies, with four (4) weeks' vacation and up to six (6) days sick time per year.

On the Executive's Start Date, Executive will be provided a Company provided Apple Mac laptop, two (2) monitors, one (1) dual monitor stand, one (1) docking station, and a printer. Monthly

Executive cell phone charges for domestic and international calling will be reimbursed by Company.

4.6.

Liability Protection

Executive will be protected under the Company Officer's and Director's liability insurance.

4.7.

Legal Fees

Executive acknowledges that he has the right and has the opportunity to consult with an attorney in connection with negotiation, drafting and finalizing this Agreement. Company shall promptly reimburse or directly pay on Executive's behalf, attorney fees and costs incurred by the Executive in connection with the negotiation, drafting, and finalization of this Agreement, up to an amount not to exceed $2,000.

4.8.

Allowed Activities

Executive is allowed to participate on non-competing company, university, and/or non-profit organization boards while working at Company full-time, provided that Executive shall not Engage in any activity which would reasonably be expected to interfere with the performance of Executive's duties, services and responsibilities for the Company.

Subject to the obligations of the Company in Section 5.2 and 5.3, the Parties acknowledge that Executive's employment is and shall continue to be at-will, as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive or by the Company at any time, with or without advance notice.

In the event of "Change of Control" the Executive will receive severance pay equal to monthly base pay times the lesser of the number of full months the Executive has been employed by the Company or six if (a) Executive's employment is terminated without Cause within six months after a Change of Control, or (b) the Executive's job responsibilities, reporting status or compensation are materially diminished and the named Executive voluntarily terminates his employment with the acquiring company within six months after the Change of Control. In addition, in the event of a Change of Control of Company, outstanding stock options granted to the Executive will become immediately vested, with the right to be exercised at the option grant price. For purposes of this Agreement, "Change of Control" shall mean that any person, partnership or corporation acquires all or substantially all of the assets and business of the Company or a majority of the voting power represented by the equity of the Company or any successor thereto.

5.3.

Severance

If Executive is involuntarily terminated for any reason other than far Cause or Change of Control, Executive will receive severance pay  equal to monthly base pav times the lesser of the number of full months Executive has been employed by the Company or three, provided that Executive

executes a separation agreement and general release of claims in a form satisfactory to the Company, such severance to be paid in accordance with the Company's normally scheduled payroll, and all outstanding stock options that have vested (or that will ordinarily vest within six (6) months) will become immediately vested and will be exercisable for a period of up to 30 days after termination .

5.4.

Voluntary Termination; For Cause Termination

If Executive voluntarily terminates his employment with the Company or if the Company terminates Executive's employment for Cause, then Executive shall not be entitled to any severance compensation.

5.5.

Death or Disability

If this Agreement terminates due to Executive Death or Disability, Company shall pay Executive, or to Executive heirs or estate if applicable, the Severance listed in Section 5.3.

5.6.

Cause Definition

"Cause" means, for purposes of this Agreement, any of the following:

d)

Wrongful misappropriation by the Executive of any Company, or Company clients, money, assets, or other property; or

e)

Any material breach of this Agreement that remains uncured for 30 days after notice of such breach.

6.1.

Non-Compete

During the term of Executive's employment Executive shall not Either alone or as a member of a partnership or association, or as an officer, director, advisor, consultant, agent, or employee of any other organization, be engaged in Competition or concerned with any other duties or pursuits requiring Executive's active personal services that will conflict with Executive's ability or objectivity in performing Executive's obligations under this Agreement. For this purpose, "Competition" with the business of the Company includes supplying products or providing services to any customer or client with which the Company has done any business during the period commencing one year prior to the date hereof and ending on the termination of Executive's employment with the Company. Executive agrees that irreparable harm to the Company will result from Executive's violation of this section of the Agreement, and notwithstanding anything in the Agreement to the contrary, the Company may seek injunctive relief in a Court of competent jurisdiction enjoining Executive from violating the Agreement in order to prevent immediate an irreparable harm.

6.2.

Confidential Information

During the term of Executive's employment  and thereafter, Executive shall not make or cause to be made any unauthorized disclosure or other use of any confidential information regarding the Company or any of its activities and operations, except to the extent reasonably necessary or appropriate in connection with the performance by Executive of Executive's authority and responsibility under this Agreement or as may be legally required; provided, however, that nothing herein contained shall preclude the use or disclosure of  a1ny information known generally to the public. Notwithstanding the foregoing, Executive acknowledges  and understands  that he shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly  or indirectly, or to an attorney; and (ii) solely  for the  purpose of reporting or investigating a suspected violation of law; or (H) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also, if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney and use the trade secret information in the court proceeding, provided that Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

6.3.

Non-Solicitation

During the term of Executive's employment and for a period of one year thereafter, Executive shall not, either alone or in conjunction with or assistance of another person, interfere  with or harm, or attempt to interfere with or harm, the business of the Company (or any of its subsidiaries or affiliates) by offering employment to any person who is employed by the Company.

During the term of this agreement, Executive hereby assigns Ito Company all right, title, and interest in and to any Inventions Executive develops or creates, individually or jointly, in connection with Executive's employment relationship with Company.

During the term of Executive's employment and thereafter, Executive shall not criticize, ridicule or make any statement which disparages or is derogatory of the Company or any person affiliated with the Company to any third party or in any public statement.

Upon termination of employment, Executive is to immediately surrender to the Company possession of all Company property in Executive's possession or control, tangible or intangible, including without limitation equipment, trade secrets, confidential and proprietary information and intellectual property in whatever embodiment or form, and all copies and other reproductions and extracts thereof, including those prepared by Executive. Executive also agrees to destroy any copies of such property and to permanently delete any electronic copies thereof.

The Parties shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation. Either may give the other written notice of any dispute not resolved in the normal course of business, stating that party's position and proceed with negotiations. Within five (5) business days after delivery of the disputing party's notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored.

If any issues arising under this Agreement in dispute are not resolved by such negotiation (or if any party fails to participate in such negotiation), any party may, by written notice to the other, demand that the dispute be resolved by binding arbitration in Boston, MA, before a single arbitrator pursuant to the national rules for the resolution of employment disputes of the American Arbitration Association ("AAA"). The arbitrator shall be instructed, and the parties shall cooperate, with completing the arbitration with a ruling, if possible, in writing on each issue in dispute within 60 days of the arbitrator's appointment by the AAA. The arbitrator shall have: the power to award damages, equitable relief, reasonable attorney's fees and expenses, and the fees and expenses of 1the arbitrator and of the AAA, to any party. The arbitrator's rulings and awards shall be final and binding upon the Parties and judgment thereon may be entered in any court having competent jurisdiction. Unless otherwise ordered by the arbitrator, the Company and Executive shall each pay an equal share of the fees and expenses; of the arbitrator and of the AAA.

Executive represents and warrants that Executive is not under any contractual or legal restraint that prevents or prohibits Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.

Executive may not assign this Agreement or any of its rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement or any of its rights and obligations under this Agreement, effective upon written Notice to Executive.

Any notice, request, claim, demand, document and other communication here under to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or by certified or registered mail, postage prepaid (or if it is sent through any other method agreed upon by the Parties), as follows: