UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): May 21, 2008

FLO CORPORATION

(Exact name of registrant as specified in its charter)

14000 Thunderbolt Place, Building R

Chantilly, Virginia 20151

(Address of principal executive offices)

(703) 889-5432

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

As used in this current report on Form 8-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “FLO” refer to FLO Corporation, a Delaware corporation.

On May 21, 2008, we completed our convertible note financing through the issuance of our 12% senior convertible notes due 2010 in principal amount of approximately $61,000, for a total of approximately $7.1 million. The terms of the convertible note financing were previously disclosed in our quarterly report on Form 10-Q for the period ended March 31, 2008, filed with the SEC on May 20, 2008, which description is incorporated herein by reference. Pursuant to previously disclosed exchange agreements with certain holders of shares of our Series A preferred stock who purchased such notes in an amount at least equal to 30% of the stated value of such holder’s shares of Series A preferred stock, upon the final closing of the convertible note financing on May 21, 2008, we (i) exchanged each such holder’s shares of Series A preferred stock (together with the dividends accrued thereon) for shares of our Series B preferred stock, (ii) issued each such holder warrants to purchase a number of shares of our common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share, and (iii) amended each such holder’s Series A-1 warrants and Series A-2 warrants to reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The remaining holders of our Series A preferred stock, who did not purchase the convertible notes, received common stock in exchange for their outstanding shares of Series A preferred stock (together with the dividends accrued thereon), at an exchange rate of $0.80 per share of common stock, and warrants to purchase a number of shares of common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share. In addition, we amended each such holder’s Series A-1 warrants and Series A-2 warrants to reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The $0.60 warrants are exercisable for a period ending on a date that is the earlier of five years after issuance or nine months after the date that a registration statement covering the resale of the underlying shares under the Securities Act of 1933 is declared effective by the SEC.

The convertible notes, warrants, Series B preferred stock, amended Series A-1 warrants, and amended Series A-2 warrants were each offered and sold to accredited investors in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws.

The foregoing description of the exchange and related documents does not purport to be complete and is qualified in its entirety by reference to the complete copies of the Certificate of Amendment of Certificate of Designations of Series B Preferred Stock, the form of warrant, the form of amended Series A-1 warrant, the form of amended Series A-2 warrant, and the exchange agreement, copies of which are filed herewith as Exhibits 3.1, 4.1, 4.2, 4.3, and 10.1, respectively, and are incorporated herein by reference.

On May 27, 2008, we appointed William M. Lutz as our President and Chief Financial Officer. Glenn L. Argenbright, our previous President and Chief Executive Officer, will continue to serve as our Chief Executive Officer.

Prior to joining us, Mr. Lutz served in several positions with Salton, Inc., including as a member of the board of directors from September 2007 until January 2008, as Chief Executive Officer from April 2007 until January 2008, as Chief Financial Officer from December 2005 until January 2008, and as Vice President of Finance from March 2003 until December 2005. Mr. Lutz served as head of corporate consolidation and subsidiary accounting at Capital One Financial from February 2002 until he joined Salton in March 2003. Prior to that time, he held various senior finance positions with manufacturing, consumer products and service companies.

In connection with our appointment of Mr. Lutz as President and Chief Financial Officer, we entered into an employment agreement with Mr. Lutz under which he is eligible to receive an annual base salary of $190,000 and incentive compensation based on achievement of targeted goals and objectives. We also granted Mr. Lutz 175,000 restricted shares of our common stock which will vest in equal quarterly installments over a two-year period.

We agreed to reimburse Mr. Lutz for reasonable, out-of-pocket business expenses, and he is eligible for customary benefits generally available to our executive employees, subject to the terms and conditions of our plan documents. Our benefits currently include medical and dental care plans, flexible spending accounts for health and dependent care, a 401(k) plan, paid time off, and life insurance. Mr. Lutz is eligible to receive an automobile allowance of $500 per month and to be reimbursed for up to $50,000 of his moving expenses and up to $40,000 of his real estate commissions in the sale of his home if we ask him to relocate. Mr. Lutz is eligible to be reimbursed for up to $80,000 of his real estate commissions in the sale of his home if we ask him to relocate in connection with a change in control.

Mr. Lutz’s employment is “at will” and may be terminated by Mr. Lutz or by us at any time, with or without cause. In the event Mr. Lutz voluntarily resigns without good reason or we terminate him for cause, he will only receive his base salary then in effect and benefits earned and payable as of the date of termination. In the event Mr. Lutz resigns with good reason or we terminate him without cause, subject to his compliance with the surviving terms of the employment agreement and his execution of a full general release, we must pay him a severance package. The severance package would include: (a) a lump sum amount equivalent to nine months of his then-effective base salary plus benefits, payable on the next company payday; (b) payment of his COBRA insurance premiums for up to nine months; (c) the right to retain his laptop computer and personal digital assistant, subject to his delivery of such devices to us for removal of proprietary information; and (d) 100% acceleration as of the termination date of all of his then-unvested options to acquire shares of our common stock.

The foregoing description of Mr. Lutz’s employment terms does not purport to be complete and is qualified in its entirety by reference to the complete copy of the form of his employment agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

On May 21, 2008, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Designations of Series B Preferred Stock in order to change the initial conversion price to $0.80 and to make other changes related to this and to the fact that we initially issued shares of Series B preferred stock on May 21, 2008. A complete copy of the Certificate of Amendment of Certificate of Designations is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF DESIGNATIONS

of

SERIES B PREFERRED STOCK

of

FLO CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

FLO Corporation, a Delaware corporation (the “Corporation”), certifies that (1) no shares of the Corporation’s Series B Preferred Stock have been issued as of the time of filing of this Certificate, and (2) pursuant to the authority contained in its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), its Board of Directors (the “Board of Directors”) has adopted the following resolutions amending the Corporation’s Certificate of Designations of the Series B Preferred Stock:

RESOLVED, that Sections 1 though 11 of the Corporation’s Certificate of Designations of Series B Preferred Stock are hereby amended to read in their entirety as follows:

Section 1. Designation and Amount. Five Thousand (5,000) shares of Preferred Stock are designated as Series B Preferred Stock (“Series B Preferred”). Except as otherwise provided in this Certificate, all shares of Series B Preferred shall be identical and shall entitle the holders thereof to the same rights and privileges. The relative rights, preferences, privileges and restrictions granted to or imposed upon Series B Preferred and the holders thereof are as follows:

Section 2. Liquidation Rights.

(a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series B Preferred shall be entitled to receive, with priority over holders of Junior Stock, the Original Series B Issue Price (as defined below) per share plus any accrued and unpaid dividends on each share of Series B Preferred. The balance of any assets or surplus funds shall be distributed to holders of Junior Stock (as defined below). No full preferential payment on account of any liquidation, dissolution or winding-up of the Corporation shall be made to the holders of any class of Parity Stock (as defined below) unless there shall likewise be paid at the same time to the holders of the Series B Preferred the full amounts to which such holders are entitled with respect to such distribution. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of the outstanding Series B Preferred and outstanding shares of Parity Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the

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full respective preferential payments that would be payable on such shares of Series B Preferred and such shares of Parity Stock if all amounts payable thereon were payable in full. “Junior Stock” means the common stock of the Corporation (the “Common Stock”) and each other class or series of equity security of the Corporation currently existing, but any such class or series of security issued and established after the date of this Certificate of Designations that expressly provides that such class or series will rank on parity with (the “Parity Stock”) or senior to the Series B Preferred as to dividend rights and rights on liquidation, winding up and dissolution.

(b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 2 or for any purpose, then the value of the assets to be distributed to the holders of Preferred Stock shall be determined in good faith by the Board of Directors. Notwithstanding the above, any securities to be distributed to the shareholders shall be valued as follows:

(1) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 10 Trading Day period ending three business days prior to the distribution; “Trading Day” as used herein shall mean (i) a day on which there is trading on principal market or exchange on which the Common Stock is then listed or quoted, or (ii) if the Common Stock is not so listed or quoted, a day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to not open or remain closed.

(2) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 10 Trading Day period ending three business days prior to the distribution; and

(3) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

Section 3. Voting Rights. Each holder of Series B Preferred shall be entitled to vote on all matters and shall be entitled to that number of votes equal to the total number of shares of Common Stock into which such holder’s shares of Series B Preferred are then convertible, at the record date for the determination of shareholders entitled to vote on such matter, or, if no such record date is established, at the date on which notice of the meeting of shareholders at which the vote is to be taken is mailed. Fractional votes will not be permitted, but will be rounded up or down to the nearest whole number with one-half being rounded up based on the aggregate number of shares of Series B Preferred held. Except as otherwise expressly provided in the Corporation’s Certificate of Incorporation or by the DGCL, the holders of shares of Series B Preferred and Common Stock shall vote together as a single class on all matters.

Section 4. Conversion.

(a) Right to Convert. Each share of Series B Preferred shall be convertible, at the option of the holder, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for Series B Preferred, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing $9,000 (the “Original Series B Issue Price”) by the Series B Conversion Price at the time in effect for such share (the

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“Series B Conversion Rate”). The Series B Conversion Price (as defined below) shall, as of May 21, 2008 (the “Original Issue Date”), be $0.80 per share of Common Stock (the “Series B Conversion Price”); provided, however, that the Series B Conversion Price shall be subject to adjustment as provided below.

(b) Automatic Convertibility/Conversion. Each share of Series B Preferred shall automatically become convertible, at the discretion of the Corporation, into shares of Common Stock at the then effective Series B Conversion Rate upon the date that is no earlier than November 21, 2008 and on which the Common Stock has had a minimum closing bid price (as reported or quoted on any market or exchange on which the Common Stock is listed or quoted for trading on the date in question) of at least $3.00 per share (as adjusted for any consolidations, combinations, stock distributions, stock dividends, stock splits or similar events (each a “Recapitalization Event”)) for 20 consecutive Trading Days.

(c) Mechanics of Conversion. Before any holder of Series B Preferred shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for Series B Preferred and shall give written notice by mail, postage prepaid, to the Corporation at its principal corporate office, of the election to convert the same and shall state the name or names in which the certificate or certificates for shares of Common Stock are to be issued; provided, however, that in the event of a conversion, the outstanding shares of Series B Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; and provided, further, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion or conversion at the discretion of the Corporation unless the certificates evidencing such shares of Series B Preferred are either delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or, in the case of a lost certificate, after delivery of such agreement and indemnification, issue and deliver at such office to such holder of Series B Preferred or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series B Preferred to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the conversion may, at the option of any holder tendering Series B Preferred for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of Series B Preferred shall not be deemed to have converted such stock until immediately prior to the closing of such sale of securities.

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In the event some but not all of the shares of Series B Preferred represented by a certificate or certificates surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new certificate representing the shares of Series B Preferred that were not converted.

(d) Conversion Price Adjustments of Series B Preferred.

(1) In the event the Corporation, at any time after the Original Issue Date, shall issue any Additional Stock (as defined below) (including Additional Stock deemed to be issued pursuant to Section 4(d)(5)) without consideration or for a consideration per share less than the Series B Conversion Price in effect on the date of and immediately prior to such issue, then, and in such event:

(i) subject to Section 4(d)(1)(ii), such Series B Conversion Price shall be reduced, concurrently with such issue, to a price equal to the consideration per share for which such Additional Stock was issued; or

(ii) notwithstanding Section 4(d)(1)(i), in the event the Corporation has, after the Original Issue Date and before such issuance of Additional Stock, completed an equity or equity-linked financing with gross proceeds in an amount of at least $10 million at a price of at least $0.80 per share, then such Series B Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest tenth of a cent) determined by multiplying such Series B Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for the total number of shares of Additional Stock so issued would purchase at such Series B Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of such shares of Additional Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on an outstanding and fully-diluted basis, as if all shares of Series B Preferred had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of stock or convertible securities had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date, but not including in such calculation any Additional Stock issuable with respect to shares of Series B Preferred or outstanding options, warrants or other rights for the purchase of shares of stock or convertible securities, solely as a result of the adjustment of the Series B Conversion Price resulting from the issuance of Additional Stock causing such adjustment.

(2) No adjustment of the Series B Conversion Price shall be made in an amount less than $0.01 per share. Except as provided in Sections 4(d)(5)(iii), 4(d)(5)(iv) and 4(d)(7) below, no adjustment of the Series B Conversion Price shall have the effect of increasing the Series B Conversion Price above the Series B Conversion Price in effect immediately prior to such adjustment.

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(3) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with its issuance and sale.

(4) In the case of the issuance of Common Stock for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be its fair value as determined by the Board of Directors irrespective of any accounting treatment.

(5) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities (which options, rights, convertible or exchangeable securities are not excluded from the definition of Additional Stock), the following provisions shall apply:

(i) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued for a consideration equal to the consideration (determined in the manner provided in Sections 4(d)(3) and 4(d)(4) above) received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby, but no further adjustment to the Series B Conversion Price shall be made for the actual issuance of Common Stock upon the exercise of such options or rights in accordance with their terms;

(ii) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights, plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 4(d)(3) and 4(d)(4) above), but no further adjustment to the Series B Conversion Price shall be made for the actual issuance of Common Stock upon the conversion or exchange of such securities in accordance with their terms;

(iii) if such options, rights or convertible or exchangeable securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Series B Conversion computed upon the original issue thereof, and any subsequent adjustments based thereon, shall, upon such increase or decrease becoming effective, be recomputed to reflect such increase or decrease with respect to such options, rights and securities not already exercised, converted or exchanged prior to such increase or decrease becoming effective, but no further adjustment to the Series B Conversion Price shall be made for the actual issuance of Common Stock upon the exercise of any such options or rights or the conversion or exchange of such securities in accordance with their terms;

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(iv) upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Series B Conversion Price shall promptly be readjusted to such Series B Conversion Price as would have been obtained had the adjustment which was made upon the issuance of such options, rights or securities or options or rights related to such securities been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities; and

(v) if any such options or rights shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such options or rights by the parties thereto, such options or rights shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors.

(6) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Section 4(d)(5)) by the Corporation after the Original Issue Date, other than:

(i) Common Stock issued pursuant to a transaction described in Section 4(d)(7);

(ii) Common Stock issued, or issuable pursuant to the exercise of convertible securities issues, pursuant to a stock option plan, stock purchase plan, or other equity incentive plan or agreement (an “Employee Stock Plan”) approved by the Board of Directors;

(iii) Capital stock issued in connection with bona fide acquisition transactions approved by the Board of Directors;

(iv) Capital stock issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions approved by the Board of Directors;

(v) Common Stock issued pursuant to the Corporation’s sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement on Form S-1 under the Securities Act with aggregate proceeds to the Corporation of not less than $10,000,000 (before deducting any discounts, commissions or other expenses allowed, paid or incurred by the corporation for any underwriting);

(vi) Capital stock issued or issuable upon the exercise or conversion or otherwise in satisfaction of commitments, warrants, options, convertible securities or other agreements to issue Capital stock;

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(vii) Capital stock issued in connection with strategic collaborations, development agreements or licensing transactions approved by the Board of Directors;

(viii) Securities issuable in respect of any shares, options, warrants, or convertible securities as a result of the application of similar antidilution provisions contained therein;

(ix) The issuance of any securities to any placement agent in connection with any offering or financing of the Corporation;

(x) This issuance of any evidence of indebtedness convertible into Common Stock issued in lieu of cash interest payments to holders of the Corporation’s securities entitled to interest payments;

(xi) Securities issued by way of dividend or other distribution on shares excluded from the definition of Additional Stock by this Section 4(d)(6); and

(xii) Such additional securities that are designated in writing as excluded from the definition of Additional Stock by the holders of a majority of Series B Preferred.

(7) Upon the happening of an Extraordinary Common Stock Event (as defined below) after the Original Issue Date, the Series B Conversion Price shall, simultaneously with the happening of such Extraordinary Common Stock Event, be adjusted by multiplying the then effective Series B Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such Extraordinary Common Stock Event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such Extraordinary Common Stock Event, and the product so obtained shall thereafter be the Series B Conversion Price. The Series B Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of each subsequent Extraordinary Common Stock Event. “Extraordinary Common Stock Event” shall mean (A) the issuance of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock of the Corporation, (B) a subdivision of outstanding shares of Common Stock into a greater number of shares of Common Stock, or (C) a combination of outstanding shares of Common Stock into a smaller number of shares of Common Stock.

(8) On May 21, 2009 (the “Reset Date”), if the VWAP (as defined below) for the twenty (20) Trading Days preceding the Reset Date (the “20-Day VWAP Reset Price”) is less than the then applicable Series B Conversion Price, then the Series B Conversion Price shall, as of the Reset Date, be reduced to an amount equal to the greater of (a) the 20-Day VWAP Reset Price or (b) $0.50. “VWAP” means, for any date, (i) the daily volume weighted average price of the Common Stock for such date on the OTC Bulletin Board as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (ii) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (iii) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Board of Directors.

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(e) Ownership Cap and Certain Conversion Restrictions.

(1) Notwithstanding anything to the contrary set forth in this Section 4, but subject to Section 4(e)(3) hereof, at no time may a holder of Series B Preferred convert all or a portion of its shares of Series B Preferred if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock beneficially owned (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder) by such holder at such time, the number of shares of Common Stock which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.9% of all of the Common Stock outstanding at such time; provided, however, that upon such holder providing the Corporation with sixty-one (61) days notice (pursuant to Section 10 hereof) (the “Waiver Notice”) that such holder would like to waive this Section 4(e)(1) with regard to any or all shares of Common Stock issuable upon conversion of its shares of Series B Preferred, this Section 4(e)(1) will be of no force or effect with regard to all or a portion of the shares referenced in the Waiver Notice.

(2) Notwithstanding anything to the contrary set forth in this Section 4, but subject to Section 4(e)(3) hereof, at no time may a holder of shares of Series B Preferred convert all or a portion of its shares of Series B Preferred if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by such holder at such time, would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock outstanding at such time.

(3) In the event a holder of shares of Series B Preferred is unable to fully convert its shares of Series B Preferred in connection with an optional conversion pursuant to Section 4(a) hereof due to the restrictions set forth in this Section 4(e), such holder may elect to receive, in lieu of shares of Common Stock, Series C Convertible Preferred Stock of the Corporation convertible into the number of shares of Common Stock that would have been delivered to such holder but for the limitations set forth in this Section 4(e). The foregoing sentence shall not preclude the Holder from providing a Waiver Notice. In the event a holder is unable to fully convert its shares of Series B Preferred in connection with an automatic conversion pursuant to Section 4(b) hereof, such holder shall receive, in lieu of shares of Common Stock, Series C Convertible Preferred Stock of the Corporation convertible into the number of shares of Common Stock that would have been delivered to such holder but for the limitations set forth in this Section 4(e). “Series C Convertible Preferred Stock” means a series of preferred stock of the Corporation with terms such that a holder thereof shall not be deemed a beneficial owner (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) of the Common Stock issuable upon conversion thereof, and otherwise with terms similar to the Common Stock. Any determinations as to whether a holder is unable to fully convert its shares of Series B Preferred as a result of the provisions of this Section 4(e) shall be

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in the sole discretion of such holder; provided, however, that in the absence of a written notice of such a determination delivered by such holder to the Corporation prior to any event requiring such a determination, the Corporation may make such determination its sole discretion and shall have no liability to such holder for any errors in such determination.

Section 5. Other Distributions. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4, then, in each such case for the purpose of this Section 5, the holders of Series B Preferred shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series B Preferred are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Section 6. Recapitalizations. If the Common Stock issuable upon the conversion of Series B Preferred shall be changed into the same or a different number of shares of any class or classes of stock of the Corporation, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in this Certificate of Designations or a merger, consolidation, share exchange or reorganization), then and in each such event each share of Series B Preferred shall be convertible into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by the number of shares of Common Stock into which such share of Series B Preferred might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.

Section 7. No Fractional Shares; Certificates as to Adjustment.

(a) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the conversion of shares of Series B Preferred. If any fraction of a share of Common Stock would, except for the provisions of this Section, be issuable on the conversion of shares of Series B Preferred, the Company will (i) round down and issue to the holder only the largest whole number of shares of Common Stock to which the holder is otherwise entitled if the fraction of a share otherwise issuable is less than one-half, or (ii) round up and issue to the holder one additional share of Common Stock in addition to the largest whole number of shares of Common Stock to which the holder is otherwise entitled, if the fraction of a share of Common Stock otherwise issuable is equal to or greater than one-half. The determination as to whether or not any fractional shares are issuable shall be based upon the total number of shares of Series B Preferred being converted at any one time by any holder, not upon each share of Series B Preferred being converted.

(b) In each case of an adjustment or readjustment of the Series B Conversion Price, the Corporation at its expense will furnish each holder of Series B Preferred with a certificate showing such adjustment or readjustment and stating in detail the facts upon which such adjustment or readjustment is based.

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Section 8. Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or other securities or property, or to receive any other right, the Corporation shall mail to each holder of Series B Preferred, or provide by a form of electronic transmission consented to by any such holder, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

Section 9. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock such number of its shares of Common Stock as shall be sufficient to effect the conversion of all outstanding shares of Series B Preferred; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series B Preferred, in addition to such other remedies as shall be available to the holder of such Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

Section 10. Notices. Any notice required by the provisions of this Certificate of Designations to be given to the holders of shares of Series B Preferred shall be deemed effectively given: (a) if delivered by hand, upon delivery; (b) if by facsimile machine during normal business hours, upon transmission with confirmation of receipt by the receiving party’s facsimile terminal and if not sent during normal business hours, then on the next business day; (c) if sent by documented overnight delivery service, on the date following the date on which such notice or other written communication is delivered to such overnight delivery service for mailing; or (d) if mailed via first-class regular mail, forty-eight (48) hours after mailing to the address on record for such holder.

Section 11. Amendment. The Corporation may, after first obtaining the written consent, authorization or waiver of the holders of not less than a majority of the outstanding shares of Series B Preferred, which consent, authorization or waiver may be obtained without the necessity of formal shareholder action or of notice to the holders of any shares of capital stock not expressly empowered with such right to consent, authorize or waive:

(a) alter or change the rights, preferences or privileges of the shares of Series B Preferred; or

(b) increase the number of authorized shares of Series B Preferred.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Designations of Series B Preferred Stock to be duly executed this 21st day of May, 2008.

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is made effective as of May 27, 2008 (“Effective Date”) by and between FLO Corporation (“Company”) and William M. Lutz (“Executive”).

The parties agree as follows:

1. Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

2. Duties.

2.1 Position. Executive is employed as President and Chief Financial Officer and shall have the duties and responsibilities assigned by Company’s Chief Executive Officer (the “CEO”) both upon the Effective Date and as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties at any time in its sole and absolute discretion, provided that the duties assigned are consistent with the position of a senior executive and that Executive continues to report to the CEO.

2.2 Best Efforts/Full-time. Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company.

2.3 Work Location. Executive’s principal place of work shall be in Columbia, Missouri or such other location as the parties may agree upon from time to time.

3. At-Will Employment Relationship. Executive’s employment with Company is at-will and not for any specified period and may be terminated, with or without cause, by either Executive or Company, except as otherwise specified in Section 6.2 below. No representative of Company, other than an authorized representative, has the authority to alter the at-will employment relationship. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and a designated representative of Company’s Board of Directors (the “Board”). Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

4. Compensation.

4.1 Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of One Hundred and Ninety Thousand Dollars ($190,000.00) per year, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive will earn the Base Salary prorated to the date of termination.

4.2 Incentive Compensation. Executive will be eligible to receive annual incentive compensation in accordance with Company’s management incentive plan, should Company adopt such a plan. If no such plan is adopted, Executive will be eligible to receive an annual discretionary performance bonus of up to fifty percent (50%) of Executive’s Base Salary upon the achievement of targeted goals and objectives agreed on by Executive and Company.

4.3 Performance and Salary Review. Company will periodically review Executive’s performance on no less than an annual basis. Adjustments to Executive’s salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

5. Fringe Benefits. Executive will be eligible for all customary fringe benefits generally available to executive employees of Company subject to the terms and conditions of Company’s benefit plan documents. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive.

6. Expense Reimbursement.

6.1 Business Expenses. Executive will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies.

6.2 Automobile Allowance. Executive will receive an automobile allowance of $500 per month, net of applicable deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, which amount shall be used to reimburse Executive for any and all business usage of Executive’s automobile, including lease or loan payments, maintenance, insurance, license fees, taxes and other related expenses (not including fuel costs) associated with ownership of the vehicle.

6.3 Relocation Expenses. Executive will be reimbursed as set forth below for relocation and related expenses that have been pre-approved by Company in writing if Company requests Executive to relocate from Executive’s current residence in Columbia, Missouri:

(a) 100% of Executive’s moving expenses to relocate from Executive’s current residence in Missouri, with such reimbursement not to exceed $50,000.00;

(b) 50% of Executive’s real estate commissions incurred in connection with the sale of Executive’s current residence in Columbia, Missouri if such relocation is not in connection with or within twelve (12) months after a Change in Control (as that term is defined in subsection 7.5(e) below), with such reimbursement not to exceed $40,000.00; and

(c) 100% of Executive’s real estate commissions incurred in connection with the sale of Executive’s current residence in Columbia, Missouri if such relocation is in connection with or within twelve (12) months after a Change in Control, with such reimbursement not to exceed $80,000.00.

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7. Termination of Executive’s Employment.

7.1 Termination for Cause by Company. Although Company anticipates a mutually rewarding employment relationship with Executive, Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of Company; (b) Executive’s material breach of this Agreement or Company’s Employee Nondisclosure and Assignment Agreement; (c) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of Company; (e) Executive’s failure to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (f) Executive’s death. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination, and any amounts earned and payable pursuant to Sections 5 and 6, including any accrued but unused vacation (collectively “Standard Entitlements”). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Executive will not be entitled to receive the Severance Package described in subsection 7.2 below.

7.2 Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination and contingent on the satisfaction of the “Severance Conditions” outlined in subsection 7.6 below, Executive will receive the Standard Entitlements and a “Severance Package” that shall include the following: (a) a “Severance Payment” equivalent to nine (9) months of Executive’s Base Salary then in effect on the date of termination, less required deductions, payable in lump sum on the first company payday following the satisfaction of the Severance Conditions; (b) payment of the premiums required to continue Executive’s group health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a period of nine (9) months following the date of termination, provided Executive elects to continue and remains eligible for such benefits and does not become eligible for health coverage through another employer during this period; (c) the right to retain Executive’s laptop computer and Blackberry or other PDA used by Executive, if any, as of the date of termination, provided that Executive first delivers such device(s) to the Company for removal of all Company proprietary information; and (d) 100% acceleration as of the termination date of all of the then-unvested shares subject to stock options for Company’s capital stock held by Executive at the time of such termination or resignation for Good Reason. All other Company obligations to Executive will be automatically terminated and completely extinguished.

7.3 Voluntary Resignation by Executive for Good Reason/Severance. Executive may voluntarily resign Executive’s position with Company for “Good Reason” (as defined below), at any time on thirty (30) days’ advance written notice. In the event of Executive’s resignation for Good Reason, Executive will be entitled to receive the Standard Entitlements and the Severance Package described in subsection 7.2 above, provided Executive complies with the Severance Conditions described in subsection 7.6 below. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Executive will be deemed to have resigned for Good Reason if he resigns within ninety (90) days after any of the following circumstances: (a) Company reduces Executive’s Base Salary and/or the amount of the maximum incentive bonus for which Executive is eligible by more than ten percent (10%), without Executive’s express written consent, unless such reduction is made as part of, and is generally consistent with, a general reduction of senior executive salaries and/or bonuses; (b) Company reduces the kind or level of executive benefits to which Executive is entitled without Executive’s express written consent, unless the reduction is made as part of, and is generally consistent with, a general

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reduction of senior executive benefits; (c) Executive’s position and/or duties are modified, without Executive’s express written consent, so that Executive’s duties are no longer consistent with the position of a senior executive or Executive no longer reports to the CEO; (d) Company fails to assign the terms of this Agreement to any successors contemplated in subsection 11.1 below. Notwithstanding the foregoing, Executive’s resignation as a result of any of the foregoing conditions shall be considered a Voluntary Resignation without Good Reason unless Executive gives written notice of the foregoing condition(s) to Company and allows Company at least ten (10) days thereafter to correct such condition(s).

7.4 Voluntary Resignation by Executive without Good Reason. Executive may voluntarily resign Executive’s position with Company at any time without Good Reason on thirty (30) days’ advance written notice to Company. In the event of Executive’s voluntary resignation without Good Reason, Executive will be entitled to receive only the Standard Entitlements for the thirty-day notice period and no other amount. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Executive will not be entitled to receive the Severance Package described in subsection 7.2 above.

7.5 Termination Upon A Change In Control.

(a) Severance Package. If Executive’s employment is terminated by Company within twelve (12) months after a Change in Control (as that term is defined in subsection 7.5(e) below), other than for Cause (as defined in subsection 7.1 above), Executive shall be entitled to receive the Severance Package described in subsection 7.2 above, provided Executive complies with the Severance Conditions described in subsection 7.6 below.

(b) 280G/Limitation of Payments and Benefits. If, due to the benefits provided under subsection 7.5(a) above, Executive is subject to any excise tax due to characterization of any amounts payable under subsection 7.5(a) as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”), the amounts payable under subsection 7.5(a) will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code.

(c) Change of Control. A Change of Control is defined as any one of the following occurrences:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of Company under an employee benefit plan of Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of the securities of Company representing more than 50% of (A) the outstanding shares of common stock of Company or (B) the combined voting power of the Company’s then-outstanding securities; or

(ii) the sale or disposition of all or substantially all of Company’s assets (or any transaction having similar effect is consummated); or

(iii) Company is party to a merger or consolidation that results in the holders of voting securities of Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Company or such surviving entity outstanding immediately after such merger or consolidation; or

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(iv) the dissolution or liquidation of Company.

7.6 Conditions to Receive Severance Package. The Severance Package pursuant to subsections 7.2, 7.3 and 7.5 as applicable, will be paid provided Executive meets all of the following conditions: (1) Executive complies with all surviving provisions of this Agreement as specified in subsection 11.9 below; and (b) Executive executes at the time of Executive’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company (“Severance Conditions”).

8. No Conflict of Interest. During Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates an actual conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during Executive’s employment with Company, as may be determined by Company in its sole discretion. If Company believes such a conflict exists during Executive’s employment with Company, Company may ask Executive to choose either to discontinue the other work or voluntarily resign employment with Company.

9. Confidentiality and Proprietary Rights. Executive agrees to read, sign and abide by Company’s Employee Nondisclosure and Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

10. Agreement to Arbitrate. In the event of any dispute or claim relating to or arising out of the employment relationship between Company and Executive or the termination of that relationship (including, but not limited to, any claims of wrongful termination or age, sex, race, disability or other discrimination), Executive and Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted before a single neutral arbitrator in Fairfax County, Virginia pursuant to the rules for arbitration of employment disputes by the American Arbitration Association (available at www.adr.org). This agreement to arbitrate is subject to the Federal Arbitration Act. The arbitrator shall permit adequate discovery and is empowered to award all remedies otherwise available in a court of competent jurisdiction. Any judgment rendered by the arbitrator may be entered by any court of competent jurisdiction. The arbitrator shall issue an award in writing and state the essential findings and conclusions on which the award is based. By executing this Agreement, Executive and Company are both waiving the right to a jury trial with respect to any such disputes. Company shall bear the costs of the arbitrator, forum and filing fees. Each party shall bear its own respective attorneys’ fees and all other costs, unless otherwise provided by law and awarded by the arbitrator. This arbitration agreement does not include claims that, by law, may not be subject to mandatory arbitration.

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11. General Provisions.

11.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement.

11.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

11.3 Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

11.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

11.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

11.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Delaware. Each party consents to the jurisdiction and venue of the state or federal courts in Fairfax County, Virginia, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.

11.7 Section 409A. If Executive becomes eligible for payments under this Agreement on account of Executive’s “separation from service,” within the meaning of Section 409A of the Code and Executive is a “specified employee” within the meaning of Section 409A of the Code, as determined by Company, any portion of the payments that either do not qualify under the “short-term deferral rule” or exceed two times the lesser of (A) Executive’s “annualized compensation” for the calendar year preceding Executive’s separation from service (in each case, as those terms are defined under Section 409A of the Code), or (B) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurs, and which are not otherwise exempt from Section 409A of the Code, shall be accrued, without interest, and its payment delayed until the first day of the seventh month following Executive’s separation from service, or if earlier, Executive’s death, at which point the accrued amount will be paid in a single, lump sum cash payment. Furthermore, Company shall not be required to make, and Executive shall not be required to receive, any severance or other payment or benefit under this Agreement at such

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time as the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to Executive arising under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. The parties agree that for purposes of Section 409A of the Code, the severance amounts payable under this Agreement shall be treated as a right to a series of separate payments. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

11.8 Notices. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c ) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. In the case of the Executive, mailed notices shall be addressed to the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the CEO.

11.9 Survival. Sections 9 (“Confidentiality and Proprietary Rights”), 10 (“Agreement to Arbitrate”), 11 (“General Provisions”) and 12 (“Entire Agreement”) of this Agreement shall survive termination for any reason of Executive’s employment by Company.

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12. Entire Agreement. This Agreement, including the Company’s Employee Nondisclosure and Assignment Agreement incorporated herein by reference, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

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