Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into on December 15, 2016 (the “ Effective Date ”) by and between MISONIX, INC. , a New York corporation, with principal offices at 1938 New Highway, Farmingdale, New York 11735 (“ Employer ”), and STAVROS G. VIZIRGIANAKIS , with an address at No. 16 Idle Wild, 33 Outspan Road, Riverclub, Gauteng 2191 South Africa (“ Executive ”).

WHEREAS, Employer is engaged in the business of developing, manufacturing and/or marketing therapeutic ultrasonic instruments for spine surgery, neurosurgery and other surgical specialties (“ Employer’s Business ”); and

WHEREAS, Employer and Executive desire and enter into an employment agreement providing for Executive’s employment by Employer as follows:

1.            Employment

(a)          During the Term of Employment (as defined in Section 2), Executive shall report exclusively and directly to the Board of Directors of Employer (the “ Board ”) and will have, at all times during the Term of Employment, the title of President and Chief Executive Officer. Executive shall have such responsibilities, authorities, duties and reporting employees as are usual and customary for the president and chief executive officer of an enterprise of the size and nature of Employer, in accordance with the terms and conditions contained in this Agreement. Executive also agrees to continue to serve as a member of the Board and/or any subsidiaries or affiliates of Employer.

(b)          Commencing on the Effective Date, Executive shall devote substantially all of his working time during normal business hours to Employer’s Business as conducted from time to time. It is agreed that Executive may serve on the board of directors of not more than two (2) companies unrelated to the Employer, provided , however , that Executive’s service on any such board is approved in advance by the Compensation Committee of the Board (the “ Compensation Committee ”), provided further , that such approval shall not be unreasonably withheld. For the avoidance of doubt, it shall not be considered a violation of this Agreement for Executive to, (a) engage in or serve such professional, civic, trade association, charitable, community, educational, religious or similar types of organizations or speaking engagements, as Executive may select and (b) attend to Executive’s personal matters and/or Executive’s and/or his family’s personal finances, investments and business affairs, so long as such service or activities described in clauses (a) and (b) immediately preceding do not significantly interfere with the performance of Executive’s responsibilities as an employee of Employer in accordance with this Agreement.

(c)          The parties acknowledge that during the period beginning on the Effective Date and ending June 30, 2017 that Executive may work from South Africa for a maximum of seven (7) business days per month, and that Executive’s normal business hours may include travel to and from South Africa.

2.            Term

The term of Executive’s employment under this Agreement shall commence on the Effective Date and end on September 13, 2019 (the “ Initial Term ”). Thereafter, this Agreement shall be automatically renewed and extended for consecutive one (1) year renewal terms, unless either party sends to the other party a notice of non-renewal at least ninety (90) days prior to the expiration of the Initial Term or any then-current renewal term (each, a “ Renewal Term ”, and collectively with the Initial Term and any Renewal Term, the “ Term of Employment ”). The Initial Term and each Renewal Term are subject to earlier termination as set forth in Section 5. Notwithstanding the Initial Term or any Renewal Term, payments to Executive in the event the Term of Employment is terminated hereunder are set forth exclusively in Section 5 below, and Executive shall be entitled to no additional payments or damages except as may be provided in the Restricted Stock Awards (as defined in Section 3(c)).

3.            Compensation

(a)          Employer shall pay to Executive an annual base salary of not less than Three Hundred Sixty Thousand and 00/100 Dollars ($360,000.00) per annum (the “ Annual Base Salary ”) during the Term of Employment, subject to review by the Board at least annually for increase but not for decrease. All payments shall be made in equal monthly installments, in arrears, or such other installments as may be consistent with the payroll practices of Employer for its executives.

(b)          During the Term of Employment, Executive shall be eligible to receive annual bonuses in the discretion of the Board.

(c)          Executive, on the Effective Date, shall receive one-time grants of an aggregate of four hundred thousand (400,000) restricted shares (the “ Restricted Stock Awards ”) of Employer’s common stock, par value $.01 per share (“ Common Stock ”), under the MISONIX, INC. 2014 Employee Equity Incentive Plan or an equivalent plan adopted by the Board and approved by Employer’s shareholders (in each case, the “ Plan ”). The Restricted Stock Awards shall vest and become exercisable as provided in mutually acceptable Restricted Stock Award agreements. Employer and Employee shall execute Employer’s Restricted Stock Award agreements to evidence the Restricted Stock Awards. The terms of the Restricted Stock Awards shall be as provided for by the Plan and Restricted Stock Award agreements. In the event there are not sufficient shares of Common Stock then available for grant under the Plan, Employer covenants and agrees with Executive that Employer will cause the Board to adopt and submit to shareholders for their approval a new equity incentive plan such that the full grant of 400,000 restricted shares can be made.

(d)          Nothing contained in the foregoing shall limit Executive’s eligibility to receive any other incentive compensation pursuant to Employers’ then-current bonus or equity-based plans.

4.            Additional Executive Benefits

(a)          Employer shall promptly reimburse Executive for all documented travel, entertainment and other business expenses reasonably incurred by Executive in connection with the performance of Executive’s duties under this Agreement, in accordance with applicable Employer policies.

(b)          Executive shall be entitled to not less than five (5) weeks of vacation each year (no more than three (3) of which shall be in the same six month period).

(c)          Executive and his family shall be entitled to receive employee welfare benefits, including profit sharing or pension plans, life insurance, health, medical, dental, hospitalization, prescription drug, disability, accidental death and travel accident insurance benefits, and fringe benefits and perquisites, in accordance with the most favorable plans, practices, programs and policies of Employer (on the most favorable terms and conditions) in effect for its senior executives from time to time. Executive and his family shall be eligible for such benefits commencing on the Effective Date, subject to any initial probationary periods generally applicable with respect to such benefits.

(d)          Executive shall receive a one-time payment of Ten Thousand and 00/100 Dollars ($10,000.00) as a moving allowance, such amount to be paid in a lump sum within thirty (30) days after Executive’s and his family’s relocation to the New York Metropolitan area.

(e)          Employer shall pay the fees of U.S. immigration counsel incurred to obtain and renew a visa from the U.S. Immigration and Naturalization Service to allow Executive to fully perform his duties hereunder (the “ Visa ”).

(f)          Employer shall pay or reimburse Executive for all reasonable and documented attorneys’ fees and expenses Executive incurs in connection with the preparation, negotiation, execution, and delivery of this Agreement and any related agreements. Such reimbursement shall be made within thirty (30) days following presentation to Employer of appropriate invoices or other documentation for the amount of such fees and expenses.

5.           Termination

(a)           Termination for Cause or without Good Reason . Employer may terminate this Agreement for Cause and Executive may terminate his employment without Good Reason (as such terms are defined below). In the event of such a termination, Executive shall receive payment of unpaid Annual Base Salary through the date of such termination, accrued but unused vacation and sick days, any authorized but unpaid annual bonus, reimbursement for any unreimbursed expenses under Section 4 of this Agreement incurred through the date of termination, and all other payments, benefits and rights under any benefit, compensation, incentive, equity or fringe benefit plan, program or arrangement or grant (such payments, rights and benefits are collectively referred to hereinafter as “ Accrued Benefits ”), payable no later than seven (7) days following such termination or as soon as practicable under the terms and conditions of the applicable plan, program or arrangement that are applicable to other senior executive participants.

(i)          For purposes of this Agreement, “ Cause ” within the meaning of this Agreement shall mean:

1)         Executive’s willful and material failure to comply in any material respect with the terms of this Agreement or any written policies or directives of the Board as determined by the Board in good faith in its sole discretion that results in material and demonstrable damage to Employer;

2)        Executive is convicted of, pleads guilty to, confesses to any felony or any act of fraud, misappropriation or embezzlement;

3)        Executive does not have a valid Visa; or

4)        Executive engages in (i) fraudulent or dishonest acts that result in material and demonstrable damage to Employer or (ii) willful and negligent conduct causing material and demonstrable damage to the property, business or reputation of Employer.

For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests of Employer. Any act or failure to act based upon authority given pursuant to a resolution of the Board or upon the instructions of the Board or based upon the advice of counsel for Employer shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Employer. Under no circumstances shall poor performance of Executive or Employer be deemed to constitute “Cause.”

No termination of Executive’s employment hereunder shall be effective as a termination for Cause unless the provisions set forth in this Section 5(a) shall first have been complied with. Executive shall be given written notice by the Board (the “ Cause Notice ”) of its intention to terminate his employment for Cause stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based, and the Cause Notice shall be received by Executive no more than thirty (30) calendar days after the Board learns of such circumstances. Executive shall have ten (10) days after receiving such Cause Notice in which to request a hearing before the Board, wherein Executive is given an opportunity, together with his counsel, to be heard by the Board, such hearing to be held within fifteen (15) days after Executive’s receipt of such Cause Notice. If, within ten (10) days following such hearing (if timely requested), and otherwise within twenty (20) days after such Cause Notice is received by Executive, the Board adopts by the affirmative vote of a majority of the entire membership of the Board a resolution confirming that Cause for terminating Executive’s employment on the basis set forth in the Cause Notice exists, and Executive receives a copy of such resolution, Executive’s employment hereunder shall thereupon be terminated for Cause.

(ii)         For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following events, without the written consent of Executive:

1)        Executive is no longer the President and Chief Executive Officer, and the most senior officer, of Employer or no longer reports directly to the Board;

2)        A reduction in the Annual Base Salary, or the failure to pay when due the Annual Base Salary or any other material amounts due under this Agreement;

3)        A diminution or adverse change in Executive’s titles, authorities, duties, responsibilities or reporting relationships, or the assignment to Executive of duties that are inconsistent with, or materially impair his ability to perform, the duties of his position hereunder;

4)        A failure by Employer to procure, and deliver to Executive satisfactory evidence of, the assumption of this Agreement by any successor (or subsidiary);

5)        A material breach by Employer of any of its obligations to Executive under this Agreement;

6)        After August 30, 2017, the relocation of Executive’s principal place of business outside of the New York, NY metropolitan area; or

7)        A delivery of a non-renewal notice of the Term of Employment to Executive by Employer.

provided, however, that none of the Good Reason conditions or events described above shall constitute Good Reason unless and until Executive reasonably determines in good faith that a Good Reason condition has occurred and Executive terminates his employment within sixty (60) days after the condition or event which constitutes Good Reason occurs; and provided, further, in each case, that a prior written notice specifying the reasons within thirty (30) days after the initial existence of the condition and an opportunity to cure such condition (if curable) shall be afforded to Employer, and that “Good Reason” shall exist only if Employer shall fail to cure such condition within thirty (30) days after its receipt of such prior written notice. In addition, Executive must remain willing and able to continue to perform services in accordance with the terms of this Agreement until the effective date of termination and must not be in breach of any of his obligations hereunder.

(b)          Termination without Cause, for Good Reason, or Non-Renewal by Employer . If Employer terminates Executive’s employment without Cause, Employer provides a notice of non-renewal of this Agreement pursuant to Section 2, or Executive terminates his employment with Employer for Good Reason, Executive shall be entitled to receive:

(i)          A lump-sum cash payment from Employer in an amount equal to one and one-half (1.5) times the Annual Base Salary (such Annual Base Salary as is in effect immediately prior to the date of such termination, disregarding any reduction therein that may constitute Good Reason), to be paid no later than forty (40) days following such termination;

(ii)         For a period of eighteen (18) months following the termination of employment (the “ Continuation Period ”), Executive shall receive continuation of all employee benefits and fringe benefits to which Executive was entitled under Section 4(c) of this Agreement immediately prior to such termination of employment (including family coverage), on terms and conditions that are at least as favorable as those that would have been provided under Section 4(c) of this Agreement if Executive’s employment had continued for the Continuation Period (disregarding any reduction that may constitute Good Reason) (such employee benefits and fringe benefits are collectively referred to herein as the “ Continued Benefits ”), as permitted by applicable law; and

(iii)        The Accrued Benefits, payable no later than seven (7) days following such termination or as soon as practicable under the terms and conditions of the applicable plan, program or arrangement that are applicable to other senior executive participants.

If at any time Employer is unable to provide the Continued Benefits under the terms of the applicable plan, practice, program, policy or applicable law, Employer shall pay Executive, within ten (10) days following the date of Employer’s inability to provide such Continued Benefits, an amount in cash such that following Executive’s payment of applicable taxes thereon, Executive retains an amount equal to the cost to Executive of obtaining comparable employee benefits or fringe benefits.

(c)           Termination due to Death or Disability . Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Employer determines in good faith that the Disability (as defined below) of Executive has occurred during the Term of Employment, it may provide Executive with written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with Employer shall terminate effective on the 30th day after receipt of such notice by Executive (the “ Disability Effective Date ”) provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “ Disability ” shall mean the absence of Executive from Executive’s duties with Employer on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by Employer or its insurers and acceptable to Executive or Executive’s legal representative.

Upon termination of Executive’s employment due to death, Executive’s estate, survivors or beneficiaries, shall receive all Accrued Benefits, payable no later than thirty (30) days following such termination or as soon as practicable under the terms and conditions of the applicable plan, program or arrangement. In addition, Executive’s estate shall be entitled to death benefits under any applicable plans and programs of Employer in accordance with the terms and provisions of such plans and programs.

Upon termination of Executive’s employment due to Disability, Executive shall receive all Accrued Benefits, paid within thirty (30) days of such termination. In addition, Executive shall be entitled to disability benefits under any applicable plans and programs of Employer in accordance with the terms and provisions of such plans and programs.

(d)         Employer may terminate this Agreement, in its sole discretion, if Executive and his family have not relocated to the New York, NY metropolitan area by August 30, 2017. In the event of such a termination, Executive shall receive the Accrued Benefits, payable no later than seven (7) days following such termination or as soon as practicable under the terms and conditions of the applicable plan, program or arrangement that are applicable to other senior executive participants.

(e)          To receive any severance benefits provided for under Section 5(b) of this Agreement, Executive must deliver to Employer an executed general release of claims in substantially the same form as attached hereto as Exhibit A , provided , that in no event shall the release purport to release claims to the compensation described in Section 5(b) and, if applicable, other continuing rights under this Agreement. Such release shall be delivered by Employer not later than the fifth day following Employer’s termination of Executive’s employment without Cause or Executive’s resignation from Employer for Good Reason, and must be executed and returned by Executive not later than 28 calendar days following delivery thereof. Payment of any severance or other benefits under this Agreement shall commence on the next payroll date following execution, delivery and non-revocation of the release by Executive.

6.            Non-Competition and Non-Disclosure

(a)          Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall prohibit Executive from acquiring or owning without disclosure to Employer less than 1% of the outstanding securities of any class of any competing corporation that are listed on a national securities exchange or traded in the over-the-counter market.

(b)          During the Term of Employment and for a period of five (5) years thereafter, Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may obtain during the course of Executive’s employment with respect to the business practices, finances, developments, marketing, sales, customers, affairs, trade secrets and other confidential information of Employer which shall remain Employer’s exclusive property and Executive shall not disclose the same, except solely in the course of business on behalf of and for the benefit of Employer pursuant to this Agreement, except to the extent that the same is then: (i) publicly available (except where such information becomes publicly available as a result of Executive’s breach of his obligations under this Section 6(b)); (ii) is disclosed to Executive by a third party not under an obligation of confidentiality to Employer; or (iii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, records, memoranda and data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with Employer’s Business and customers and suppliers of Employer, and (2) all of Employer’s personal and physical property.

(c)          During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in Employer’s Business in any geographic area in which Employer has conducted Employer’s Business during the 12-month period immediately preceding the date of termination of Executive’s employment.

(d)          During the Term of Employment and for a period of eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly:

(i)          solicit for Executive’s benefit or the benefit of any person or organization other than Employer, the employment or other services of any individual whom Executive knows, or reasonably should know, is an executive or consultant of Employer; or

(ii)         solicit for Executive’s benefit or the benefit of any person or organization other than Employer, the employment of any individual whom Executive knows, or reasonably should know, is an executive of any customer of Employer, to compete with Employer’s Business.

Notwithstanding the foregoing, it shall not be a violation of this Section 6(d) for Executive to make good faith, generalized solicitations for employees through advertisements or search firms.

7.           Representation

Executive hereby represents and warrants that he is not a party to any agreement, whether oral or written, which would prohibit him from being employed by Employer.

8.           Resolution of Disputes

All disputes arising hereunder shall be finally determined by arbitration in the City and State of New York in accordance with the rules of the American Arbitration Association then obtaining, or any successor organization thereto. Such arbitration shall be conducted by a three person panel, one of whom is selected by each party and the third selected by the two arbitrators or, if the arbitrators cannot agree, selected from the lists of the American Arbitration Association. The arbitrators shall not have the power to abrogate, alter, modify or amend any of the provisions of this Agreement. Any award entered by the arbitrators shall be final and judgment thereon may be entered in any court having jurisdiction. Each party shall bear its own costs in connection with such arbitration. Notwithstanding the foregoing, Employer shall have the right to seek injunctive relief to maintain the status quo and/or to prevent violation of the terms thereof pending final determination of the rights and remedies of the parties in an arbitration proceeding. IN THAT REGARD, EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.

9.           Notices

All notices shall be in writing and shall be delivered personally (including by courier), sent by facsimile transmission (with appropriate documented receipt thereof), by overnight receipted courier service (such as UPS or Federal Express) or sent by certified, registered or express mail, postage prepaid, to the parties at their address as set forth in this paragraph. Any such notice shall be deemed given when so delivered personally, or if sent by facsimile transmission, when transmitted, or, if mailed, forty-eight (48) hours after the date of deposit in the mail. Any party may, by notice given in accordance with this Section to the other party, designate another address or person for receipt of notices hereunder. Copies of any notices to be given to Employer shall be given simultaneously to: Wiggin and Dana LLP, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, Attention: Michael Grundei, Esq. Copies of any notices to be given to Employee should be mailed to Executive’s residence address as maintained by Employer in the regular course of its business for payroll purposes, with copies to Kenneth A. Raskin, King & Spalding LLP, 1185 Avenue of the Americas, New York, NY 10036.

10.          Indemnification; Insurance

(a)          During the Term of Employment and thereafter, Employer agrees to indemnify and hold Executive and Executive’s heirs and representatives harmless, to the maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses) (collectively, “ Expenses ”) as a result of any claim, demand, request, investigation, dispute, controversy, threat, discovery request or request for testimony or information (collectively, a “ Claim ”) or any proceeding (whether civil, criminal, administrative or investigative), or any threatened Claim or proceeding (whether civil, criminal, administrative or investigative), against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of Employer, or Executive’s service in any such capacity or similar capacity with an affiliate of Employer or other entity at the request of Employer, both prior to and after the Effective Date, and to promptly advance to Executive or Executive’s heirs or representatives all such Expenses upon receipt by Employer of a written request with appropriate documentation of such Expenses and, if required by applicable law, an undertaking by Executive to repay the amount advanced if it shall ultimately be determined that Executive is not entitled to be indemnified by Employer against such Expenses. Neither the failure of Employer (including the Board or Employer’s independent legal counsel or stockholders) to have made a determination in connection with any request for indemnification or advancement under this Section 10 that Executive has satisfied any applicable standard of conduct, nor a determination by Employer (including the Board or Employer’s independent legal counsel or stockholders) that Executive has not met any applicable standard of conduct, shall create a presumption that Executive has not met an applicable standard of conduct. The indemnification and advancement rights in this Section 10 shall be in addition to (and shall not restrict) any indemnification or advancement rights otherwise applicable to Executive.

(b)          During the Term of Employment and thereafter, Employer also shall provide Executive with coverage under its current directors’ and officers’ liability policy that is no less favorable in any respect than the coverage then provided to any other present or former executive, officer or director of Employer. If Executive shall have any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which Executive may request indemnity under this provision, Executive will give Employer prompt written notice thereof; provided , that the failure to give such notice shall not affect Executive’s right to indemnification unless and to the extent such failure materially impacts the defense of such claim. Employer shall be entitled to assume the defense of any such proceeding, and Executive will use reasonable efforts to cooperate with such defense. To the extent that Executive in good faith determines that there is an actual or potential conflict of interest between Employer and Executive in connection with the defense of a proceeding, Executive shall so notify Employer and shall be entitled to separate representation at Employer’s expense by counsel selected by Executive, which counsel shall reasonably cooperate, and reasonably coordinate the defense, with Employer’s counsel and reasonably minimize the expense of such separate representation to the extent consistent with Executive’s separate defense.

11.          Treatment of Excess Parachute Payments

Benefits payable under Section 5 upon or following a change in control may subject Executive to an excise tax (the “ Excise Tax ”) on “excess parachute payments” under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “ Code ”). In the event that Executive becomes entitled to any such payments and/or benefits or any other amounts in the “nature of compensation” upon or in connection with a change in control, (all such payments and benefits, including the payments and benefits provided under this Agreement, as amended, being hereinafter called “ Total Payments ”) that would be subject (in whole or part) to the Excise Tax imposed under Section 4999 of the Code, the Total Award shall be reduced, if and to the extent provided below, so that no portion of the Total Payments is subject to the Excise Tax. The reduction provided in the foregoing sentence shall only occur if (i) the net present value of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than (ii) the net present value of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments). In the event that the Total Award is reduced in accordance with the preceding sentence, such reduction shall first be applied to cash payments to which Executive is entitled to receive under this Agreement, as amended, and, to the extent such cash payments are not sufficient to satisfy the Excise Tax, then such reduction shall apply to equity or equity-linked awards then held by Executive. All determinations required to be made under this section shall be made by the Compensation Committee of the Board after consultation with any advisors it and Executive shall deem appropriate. If any portion of the Total Payments becomes subject to the Excise Tax, Executive acknowledges and agrees that the payment of such tax, together with any interest and penalties, shall be Executive’s sole responsibility.

12.          Code Section 409A

(a)          The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance issued thereunder (“ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A, Employer shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest; provided that Employer agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to Executive of the applicable provision without violating the provisions of Code Section 409A.

(b)          A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations.

(c)          Any provision of this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service, Employer determines that Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to Executive in a lump-sum with interest at the prime rate as published by The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(d)          Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by Employer under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that Employer is obligated to pay or provide, in any given calendar year shall not affect the expenses that Employer is obligated to reimburse, or the in-kind benefits that Employer is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) Executive’s right to have Employer pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall Employer’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the sixth (6th) anniversary of the Effective Date).

(e)          For purposes of Code Section 409A, Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Employer. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

13.          Miscellaneous

(a)          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.

(b)          EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c)          This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by an authorized representative of Employer and by Executive or, in the case of a waiver, by an authorized representative of Employer or by Executive, as the case may be. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

(d)          If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement, or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable; in no event shall this Agreement be rendered void or unenforceable.

(e)          This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Employer and Employer shall require any such successor to expressly assume and agree in writing to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place, or, in the event Employer remains in existence, Employer shall continue to employ Executive under the terms hereof. No rights or obligations of Employer under this Agreement may otherwise be assigned or transferred by Employer. As used in this Agreement, “Employer” shall mean Employer and any successor to its business and/or assets which assumes or is obligated to perform this Agreement by contract, operation of law or otherwise. This Agreement shall inure to the benefit of and be enforceable by Executive and his personal or legal representatives, executors, estate, trustee, administrators, successors, heirs, distributees, devisees and legatees. Executive may not assign this Agreement or any rights hereunder, or delegate his duties under this Agreement, without the prior written consent of Employer; however, in the event of the death of Executive, all rights to receive payments hereunder shall become rights of Executive’s devisee, legatee or other designee or Executive’s estate.

(f)          The headings to the Sections of this Agreement are for convenience of reference only and shall not be given any effect in the construction or enforcement of this Agreement.

(g)          This Agreement and the Restricted Stock Award agreements, constitute the entire agreement and understanding between the parties and supersedes all prior discussions, agreements and undertakings, written or oral, of any and every nature with respect thereto.

(h)          This Agreement may be executed by the parties hereto in separate counterparts which together shall constitute one and the same instrument.

(i)           In the event of the termination or expiration of this Agreement, the provisions of Sections 5, 6, 8, 9, 10, 11, 12, and 13 hereof shall remain in full force and effect, in accordance with their terms.

IN WITNESS WHEREOF, this Agreement has been executed on the date(s) set forth below.

Exhibit A: Form of Release

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (the “Agreement”) is made and entered into by Stavros G. Vizirgianakis (“Employee”) and MISONIX, INC. (the “Company”), jointly the “Parties.”

WHEREAS, the Company entered into an Employment Agreement with Employee dated as of December 15, 2016 (the “Employment Agreement”); and

WHEREAS, Employee shall terminate his positions with the Company and his employment with the Company will terminate on the Effective Date (as defined herein) of this Agreement (the “Separation Date”); and

WHEREAS, Employee and the Company mutually desire to settle in full any and all claims that they may have including, but not limited to, all claims that Employee asserted or could have asserted or which could have been raised prior to the date Employee executes this Agreement (and including, but not limited to, with respect to the Employment Agreement).

NOW, THEREFORE, in exchange for and in consideration of the mutual covenants and promises set forth in this Agreement, the Parties agree as follows:

1.    Settlement Payment and Benefits : Subject to the terms and conditions set forth herein, and in full, final and complete settlement of all claims between the Parties, following the execution and delivery of this Agreement by Employee to the Company:

The [APPLICABLE PAYMENTS] (collectively the “Payments and Benefits”) are in excess of the payments and benefits to which Employee is entitled to receive in connection with his employment with the Company and the termination thereof, the sufficiency of which is hereby acknowledged.

EMPLOYEE SPECIFICALLY WAIVES AND RELEASES THE COMPANY FROM ALL CLAIMS EMPLOYEE MAY HAVE AS OF THE DATE EMPLOYEE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). THIS SECTION 5 DOES NOT WAIVE ANY RIGHTS OR CLAIMS THAT MAY ARISE UNDER THE ADEA AFTER THE DATE EMPLOYEE SIGNS THIS AGREEMENT.

EMPLOYEE FURTHER AGREES:

ANY REVOCATION BY EMPLOYEE IN ACCORDANCE WITH THIS SECTION 5 MUST BE SUBMITTED, IN WRITING, TO COUNSEL TO THE COMPANY AS FOLLOWS: [COMPANY COUNSEL] AND STATE, “I HEREBY REVOKE MY WAIVER OF RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT CONTAINED IN THE SEPARATION AGREEMENT AND GENERAL RELEASE BETWEEN ME AND THE COMPANY.” THE REVOCATION MUST BE PERSONALLY DELIVERED TO [COMPANY COUNSEL], OR ITS DESIGNEE, OR MAILED TO [COMPANY COUNSEL], POSTMARKED WITHIN SEVEN (7) DAYS OF EMPLOYEE ’S EXECUTION OF THIS AGREEMENT. THIS WAIVER OF RIGHTS UNDER THE ADEA SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. IF THE LAST DAY OF THE REVOCATION PERIOD IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY IN NEW YORK, THEN THE REVOCATION PERIOD SHALL NOT EXPIRE UNTIL THE NEXT FOLLOWING DAY WHICH IS NOT A SATURDAY, SUNDAY OR LEGAL HOLIDAY.

EMPLOYEE HAS BEEN ADVISED IN WRITING THAT EMPLOYEE HAS HAD AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) DAY CONSIDERATION PERIOD.

HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE BENEFITS SET FORTH IN SECTION 1 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE (TO THE EXTENT SET FORTH HEREIN), ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE COMPANY.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below.

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is entered into on the date set forth on the last page of this Agreement (the “ Grant Date ”) by and between MISONIX, INC. , a New York corporation with its principal offices at 1938 New Highway, Farmingdale, New York 11735 (the “ Company ”), and STAVROS G. VIZIRGIANAKIS , an individual with an address at No. 16, Idle Wild, 33 Outspan Road, Riverclub, Gauteng 2191, South Africa (the “ Grantee ”).

WHEREAS , the Company has adopted the MISONIX, INC. 2014 Employee Equity Incentive Plan (the “ Plan ”) pursuant to which a Stock Award (as defined in the Plan ) may be granted; and

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the Stock Award provided for herein.

NOW, THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1.         Grant of Restricted Stock . Pursuant to Section 8.1 of the Plan, and subject to the conditions of the employment agreement, dated December 15, 2016, by and between the Company and the Grantee (the “ Employment Agreement ”), the Company hereby issues to the Grantee on the Grant Date a Stock Award consisting of 134,000 Shares of the Company subject to the terms, conditions and restrictions set forth in this Agreement and the Plan (during such restricted period, the “ Restricted Stock ”). Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

2.         Consideration . The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company pursuant to the Employment Agreement.

3.         Restricted Period; Vesting .

3.1           Except as otherwise provided herein, provided that the Grantee remains employed by the Company or any of its Affiliates through the applicable vesting date (“ Continuous Service ”), the Restricted Stock will vest in accordance with the following schedule:

The period over which the Restricted Stock vests is referred to as the “ Restricted Period ”.

3.2          The foregoing vesting schedule notwithstanding, the Restricted Stock shall be subject to the accelerated vesting and forfeiture provisions set forth in Article IX of the Plan.

3.3          The foregoing vesting schedule and Section 3.2 notwithstanding, if the Grantee’s Continuous Service is terminated for any reason other than a termination by the Company for Cause or by the Grantee without Good Reason, any unvested Restricted Stock as of such date of termination of Continuous Service shall vest pro-rata as of the date of such termination of Continuous Service and all restrictions applicable to such pro rata portion of the Restricted Stock shall immediately lapse, with such pro-rata vesting determined based on a fraction, the numerator of which is the number of days of Continuous Service by Grantee since the most recent vesting date through Grantee’s termination of Continuous Service and the denominator of which is the total number of days of Continuous Service since the most recent vesting date required to fully vest the remaining Restricted Stock. For purposes of this Agreement, “Cause” and “Good Reason” shall have the meaning attributed thereto in the Employment Agreement.

4.         Restrictions . Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee’s rights to such Shares shall immediately terminate without any payment or consideration by the Company.

5.         Rights as Shareholder; Dividends .

5.1           The Grantee shall be the record owner of the Restricted Stock until the Shares are sold or otherwise disposed of, and shall be entitled to receive all dividends or other distributions paid with respect to such Shares. The Grantee shall have the right to vote the Restricted Stock.

5.2           The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests.

5.3           If the Grantee forfeits any rights he has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such Shares.

6.         No Right to Continued Service . Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause. All of such rights and the Company’s discretion shall be as set forth in the Employment Agreement.

7.         Adjustments . If any change is made to the outstanding Stock or the capital structure of the Company, the Shares shall be adjusted or terminated as contemplated by Section 9.1 of the Plan.

8.         Tax Liability and Withholding .

8.1           The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a)          tendering a cash payment.

(b)          authorizing the Company to withhold Shares from the Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock.

(c)          delivering to the Company previously owned and unencumbered Shares.

8.2          Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any Shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

9.         Section 83(b) Election . The Grantee may make an election under Code Section 83(b) (a “ Section 83(b) Election ”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. Unless otherwise required by a definitive future IRS position to the contrary, to the extent the Grantee timely files a Section 83(b) Election with respect to the Restricted Stock, the Company shall not report additional income upon vesting of the Restricted Stock.

10.        Compliance with Law . The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the reasonable satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

11.        Legends . A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Shares are then listed or quoted.

12.        Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

13.        Governing Law ; Jurisdiction .

(a)          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.

(b)          EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

14.        Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.

15.        Restricted Stock Subject to Plan . This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a direct conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

16.        Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.

17.        Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

18.        Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

19.        Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.

20.        No Impact on Other Benefits . The value of the Grantee’s Restricted Stock is not part of his normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21.        Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

22.        Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying Shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition. The Grantee hereby represents that he has consulted such a tax advisor prior to the Grant Date.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below.

Signature Page to Restricted Stock Agreement

Exhibit 10.3

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is entered into on the date set forth on the last page of this Agreement (the “ Grant Date ”) by and between MISONIX, INC. , a New York corporation with its principal offices at 1938 New Highway, Farmingdale, New York 11735 (the “ Company ”), and STAVROS G. VIZIRGIANAKIS , an individual with an address at No. 16, Idle Wild, 33 Outspan Road, Riverclub, Gauteng 2191, South Africa (the “ Grantee ”).

WHEREAS , the Company has adopted the MISONIX, INC. 2014 Employee Equity Incentive Plan (the “ Plan ”) pursuant to which a Stock Award (as defined in the Plan ) may be granted; and

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the Stock Award provided for herein.

NOW, THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1.         Grant of Restricted Stock . Pursuant to Section 8.1 of the Plan, and subject to the conditions of the employment agreement, dated December 15, 2016, by and between the Company and the Grantee (the “ Employment Agreement ”), the Company hereby issues to the Grantee on the Grant Date a Stock Award consisting of 133,000 Shares of the Company subject to the terms, conditions and restrictions set forth in this Agreement and the Plan (during such restricted period, the “ Restricted Stock ”). Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

2.         Consideration . The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company pursuant to the Employment Agreement.

3.         Restricted Period; Vesting .

3.1           Except as otherwise provided herein, the Restricted Stock will vest only if: (a) the Grantee remains employed by the Company or any of its Affiliates through the date the Performance Conditions (as defined below) are achieved (“ Continuous Service ”) and (b) both of the following conditions (the “ Performance Conditions ”) are satisfied simultaneously: (i) at any time prior to the third anniversary of the Grant Date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the Grant Date) is at least $35,000,000 and (ii) the closing Share price is at least $10.50 per Share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days. If the Grantee ceases to provide Continuous Service or the Performance Conditions are not met prior to the third anniversary of the Grant Date, the Grantee’s unvested Restricted Stock as of such date shall be automatically forfeited and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. The period over which the Restricted Stock vests is referred to as the “ Restricted Period ”.

3.2           The foregoing vesting provisions notwithstanding, the Restricted Stock shall be subject to the accelerated vesting and forfeiture provisions set forth in Article IX of the Plan; provided, that notwithstanding the acceleration provisions of Section 9.6 of the Plan the acceleration of vesting upon the occurrence of a Change-In-Control shall occur only if the price per Share in such Change-In-Control is at least $10.50 per Share (subject to adjustment for stock splits, stock dividends and the like).

4.         Restrictions . Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee’s rights to such Shares shall immediately terminate without any payment or consideration by the Company.

5.         Rights as Shareholder; Dividends .

5.1           The Grantee shall be the record owner of the Restricted Stock until the Shares are sold or otherwise disposed of, and shall be entitled to receive all dividends or other distributions paid with respect to such Shares. The Grantee shall have the right to vote the Restricted Stock.

5.2           The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests.

5.3           If the Grantee forfeits any rights he has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such Shares.

6.         No Right to Continued Service . Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause. All of such rights and the Company’s discretion shall be as set forth in the Employment Agreement.

7.         Adjustments . If any change is made to the outstanding Stock or the capital structure of the Company, the Shares shall be adjusted or terminated as contemplated by Section 9.1 of the Plan.

8.         Tax Liability and Withholding .

8.1           The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a)          tendering a cash payment.

(b)          authorizing the Company to withhold Shares from the Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock.

(c)          delivering to the Company previously owned and unencumbered Shares.

8.2          Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any Shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

9.         Section 83(b) Election . The Grantee may make an election under Code Section 83(b) (a “ Section 83(b) Election ”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. Unless otherwise required by a definitive future IRS position to the contrary, to the extent the Grantee timely files a Section 83(b) Election with respect to the Restricted Stock, the Company shall not report additional income upon vesting of the Restricted Stock.

10.        Compliance with Law . The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the reasonable satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

11.        Legends . A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Shares are then listed or quoted.

12.        Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

13.        Governing Law ; Jurisdiction .

(a)          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.

(b)          EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

14.        Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.

15.        Restricted Stock Subject to Plan . This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a direct conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

16.        Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.

17.        Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

18.        Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

19.        Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.

20.        No Impact on Other Benefits . The value of the Grantee’s Restricted Stock is not part of his normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21.        Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

22.        Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying Shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition. The Grantee hereby represents that he has consulted such a tax advisor prior to the Grant Date.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below.

Signature Page to Restricted Stock Award Agreement

Exhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is entered into on the date set forth on the last page of this Agreement (the “ Grant Date ”) by and between MISONIX, INC. , a New York corporation with its principal offices at 1938 New Highway, Farmingdale, New York 11735 (the “ Company ”), and STAVROS G. VIZIRGIANAKIS , an individual with an address at No. 16, Idle Wild, 33 Outspan Road, Riverclub, Gauteng 2191, South Africa (the “ Grantee ”).

WHEREAS , the Company has adopted the MISONIX, INC. 2014 Employee Equity Incentive Plan (the “ Plan ”) pursuant to which a Stock Award (as defined in the Plan ) may be granted; and

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the Stock Award provided for herein.

NOW, THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1.         Grant of Restricted Stock . Pursuant to Section 8.1 of the Plan, and subject to the conditions of the employment agreement, dated December 15, 2016, by and between the Company and the Grantee (the “ Employment Agreement ”), the Company hereby issues to the Grantee on the Grant Date a Stock Award consisting of 133,000 Shares of the Company subject to the terms, conditions and restrictions set forth in this Agreement and the Plan (during such restricted period, the “ Restricted Stock ”). Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

2.         Consideration . The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company pursuant to the Employment Agreement.

3.         Restricted Period; Vesting .

3.1           Except as otherwise provided herein, the Restricted Stock will vest only if: (a) the Grantee remains employed by the Company or any of its Affiliates through the date the Performance Conditions (as defined below) are achieved (“ Continuous Service ”) and (b) both of the following conditions (the “ Performance Conditions ”) are satisfied simultaneously: (i) at any time prior to the fifth anniversary of the Grant Date, the most recent publicly reported trailing four (4) fiscal quarter revenue of the Company (exclusive of the impact of any acquisitions after the Grant Date) is at least $48,000,000 and (ii) the closing Share price is at least $13.00 per Share (subject to adjustment for stock splits, stock dividends and the like) for ten (10) consecutive trading days. If the Grantee ceases to provide Continuous Service or the Performance Conditions are not met prior to the fifth anniversary of the Grant Date, the Grantee’s unvested Restricted Stock as of such date shall be automatically forfeited and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. The period over which the Restricted Stock vests is referred to as the “ Restricted Period ”.

3.2           The foregoing vesting provisions notwithstanding, the Restricted Stock shall be subject to the accelerated vesting and forfeiture provisions set forth in Article IX of the Plan; provided, that notwithstanding the acceleration provisions of Section 9.6 of the Plan the acceleration of vesting upon the occurrence of a Change-In-Control shall occur only if the price per Share in such Change-In-Control is at least $13.00 per Share (subject to adjustment for stock splits, stock dividends and the like).

4.         Restrictions . Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee’s rights to such Shares shall immediately terminate without any payment or consideration by the Company.

5.         Rights as Shareholder; Dividends .

5.1           The Grantee shall be the record owner of the Restricted Stock until the Shares are sold or otherwise disposed of, and shall be entitled to receive all dividends or other distributions paid with respect to such Shares. The Grantee shall have the right to vote the Restricted Stock.

5.2           The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests.

5.3           If the Grantee forfeits any rights he has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such Shares.

6.         No Right to Continued Service . Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause. All of such rights and the Company’s discretion shall be as set forth in the Employment Agreement.

7.         Adjustments . If any change is made to the outstanding Stock or the capital structure of the Company, the Shares shall be adjusted or terminated as contemplated by Section 9.1 of the Plan.

8.         Tax Liability and Withholding .

8.1          The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a)          tendering a cash payment.

(b)          authorizing the Company to withhold Shares from the Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock.

(c)          delivering to the Company previously owned and unencumbered Shares.

8.2         Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any Shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

9.         Section 83(b) Election . The Grantee may make an election under Code Section 83(b) (a “ Section 83(b) Election ”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. Unless otherwise required by a definitive future IRS position to the contrary, to the extent the Grantee timely files a Section 83(b) Election with respect to the Restricted Stock, the Company shall not report additional income upon vesting of the Restricted Stock.

10.        Compliance with Law . The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the reasonable satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

11.        Legends . A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Shares are then listed or quoted.

12.        Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

13.        Governing Law ; Jurisdiction .

(a)          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.

(b)          EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

14.        Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.

15.        Restricted Stock Subject to Plan . This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a direct conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

16.        Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.

17.        Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

18.        Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

19.        Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.

20.        No Impact on Other Benefits . The value of the Grantee’s Restricted Stock is not part of his normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21.        Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

22.        Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying Shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition. The Grantee hereby represents that he has consulted such a tax advisor prior to the Grant Date.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below.

Signature Page to Restricted Stock Award Agreement