This Employment Agreement (this “Agreement”) is made and entered into as of November 17, 2003, by and between Citadel
Security Software Inc., a Delaware corporation (“Company”), and Ed Krupa (“Employee”).
WHEREAS, Company desires to employ Employee, and Employee desires to be employed by Company, pursuant to the terms
and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and
valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:
Employment; General Terms . Company hereby employs Employee to serve Company in the capacity and position set
forth below and Employee hereby accepts such employment and agrees to perform the services specified herein upon the
terms and conditions set forth herein. Capitalized terms used within this Agreement shall have the definitions assigned to
2) Term . Subject to the provisions for renewal or termination as hereinafter set forth, the primary term of this Agreement shall
be for the number of years set forth in Section 1 under “Term.”. Thereafter, this Agreement shall automatically be extended
for successive one-year periods until terminated as provided in Section 8 below. This Agreement may also be terminated
through non-renewal by either party with 60 days’ written notice to the other party prior to the end of each term.
3) Compensation . For all services rendered by Employee under this Agreement, Company shall pay to Employee, a salary as
a) Base Annual Salary . Company shall pay to Employee the Base Annual Salary, payable in accordance with
Company’s payroll practices, but not less than once per month. Employee’s compensation may be increased on each
anniversary date of this Agreement by mutual agreement of the parties.
Bonus and Commissions . Employee may receive other bonuses or other ex