8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 23, 2012

CHYRON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York	01-09014	11-2117385
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5 Hub Drive
Melville, New York	11747
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (631) 845-2000

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02        Departure of Directors or Certain Officers; Election of Directors;

                        Appointment of Certain Officers; Compensatory Arrangements of Certain

                        Officers

(e)           On May 23, 2012, Chyron Corporation (the “Company”) entered into a new employment agreement with its President and Chief Executive Officer, Michael Wellesley-Wesley, effective May 23, 2012, which replaces his existing agreement, dated September 1, 2010, as amended, which was set to expire on December 31, 2012.  The new employment agreement is substantially the same as Mr. Wellesley-Wesley’s existing employment agreement, except for the following:

·   Mr. Wellesley-Wesley’s term of employment is being extended from December 31, 2012 to December 31, 2013; and

·   Mr. Wellesley-Wesley’s base salary shall be $482,850 during the employment term from May 16, 2012 through December 31, 2013, and generally, Mr. Wellesley-Wesley must be employed by the Company on December 31 of the year to which incentive compensation relates in order to be entitled to payment of such incentive compensation.

The summary of the new employment agreement set forth herein is qualified in its entirety by reference to the complete terms and conditions of the agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference into Item 5.02(e) of this Form 8-K.

In addition, on March 23, 2012, in connection with the entry of Mr. Wellesley-Wesley’s new employment agreement, the Company also entered into a change-in-control agreement with Mr. Wellesley-Wesley, which replaces his previous one. This change-in-control agreement is effective until the earlier of (i) December 31, 2013, if Mr. Wellesley-Wesley’s new employment agreement is not renewed, (ii) June 30, 2014, or (iii) the date of termination of Mr. Wellesley-Wesley's employment by the Company because of cause (as defined in the change-in-control agreement) or Mr. Wellesley-Wesley's disability or death. Under the terms of the change-in-control agreement, if Mr. Wellesley-Wesley is terminated in connection with a change-in-control either without cause or for good reason, as specified in the agreement, then he will be entitled to receive continued base salary for 12 months, the greater of his most recent or current annual bonus, and an amount, grossed up for federal, state and local tax purposes, equal to 12 months of continued health benefits and payment in lieu of participation in the Company’s long-term disability and life insurance programs. In addition, any unvested equity-based award issued to Mr. Wellesley-Wesley pursuant to the Company’s 1999 Incentive Compensation Plan, 2008 Long-Term Incentive Plan, or other such incentive compensation plan adopted by the Company shall immediately vest and all such equity-based awards become exercisable for the remainder of their applicable terms. The agreement also contains a tax gross-up in specified circumstances if the payments trigger federal excise taxes.

The summary of the change-in-control agreement set forth herein is qualified in its entirety by reference to the complete terms and conditions of the agreement, which is filed as Exhibit 10.2 to this Form 8-K and incorporated by reference into Item 5.02(e) of this Form 8-K.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

10.1+           Employment Agreement by and between Chyron Corporation and Michael Wellesley-Wesley, effective as of May 23, 2012.

10.2+           Change in Control Agreement by and between Chyron Corporation and Michael Wellesley-Wesley, effective as of May 23, 2012.

+ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CHYRON CORPORATION
By:	/s/ Jerry Kieliszak
Name:	Jerry Kieliszak
Title:	Senior Vice President and
	Chief Financial Officer

Exhibit No.	Description
10.1	Employment Agreement by and between Chyron Corporation and Michael Wellesley-Wesley, effective as of May 23, 2012.
10.2	Change in Control Agreement by and between Chyron Corporation and Michael Wellesley-Wesley, effective as of May 23, 2012.

Date: May 29, 2012

EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 23, 2012 by and between CHYRON CORPORATION, a New York corporation (the “Company”), having its principal offices at 5 Hub Drive, Melville, New York 11747, and MICHAEL WELLESLEY-WESLEY (“MWW”) having an address at 420 East 54th Street, Apartment 29C, New York, New York 10022.

WITNESSETH:

WHEREAS, the Company and MWW are parties to that certain Amended and Restated Employment Agreement, dated September 1, 2010 (the “Prior Agreement”), which sets forth the terms and conditions of MWW’s employment with the Company as the Company’s Chief Executive Officer (“CEO”) and President;

WHEREAS, the Prior Agreement expires by its terms on December 31, 2012;

WHEREAS, the Company desires to continue to employ MWW as its CEO and President, and MWW desires to continue to hold such positions, subject to and upon the terms and conditions contained herein;

WHEREAS the parties desire to enter into this Agreement, which shall supersede and replace the Prior Agreement in its entirety; and

WHEREAS, MWW and the Company will enter into a Change-in-Control Agreement simultaneously herewith (the “CIC Agreement”), which, together with the Agreement, shall reflect the employment arrangement between the Company and MWW.

NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

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1.Nature of Employment:  Term of Employment.

(a)The Company hereby agrees to continue to employ MWW and MWW agrees to continue to serve the Company as its CEO and President, upon the terms and conditions contained herein, for a term commencing effective as of May 23, 2012 (the “Commencement Date”) and continuing until and including December 31, 2013, unless terminated earlier pursuant to Section 9 (the “Employment Term”).

(b)(i)           The parties agree to begin good faith negotiations of an extension of the Agreement not later than 120 days before the end of the Employment Term.

(ii)           In the event that the Company desires not to renew this Agreement or offers to renew the Agreement on terms less favorable to MWW than those contained herein or for a period of less than one year, then MWW shall be entitled to (w) continued payment of his Base Salary (the “Transitional Payment”) for an additional period of six (6) months (i.e., through June 30, 2014) (such period, the “Transition Period”), (x) continued participation in the Company’s health benefits during the Transition Period, (y) payment of any accrued but unpaid Incentive Bonus, if any, payable at the time it would have been paid had the Company renewed the Employment Term, and (z) the benefits set forth in Section 9(h); provided that, during the Transition Period, MWW makes himself available as is reasonably requested by the Company to consult with the Company and assist the Company in an orderly transition to a new CEO and President.

(iii)           In the event that the Company offers to extend this Agreement for a period of not less than one year, on terms and conditions that are no less favorable than contained in this Agreement, and MWW declines to accept such extension, then there shall be no severance payments benefits or Transitional Payment due MWW at the end of Employment Term.

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2.Duties and Powers as Employee.

(a)During the Employment Term, MWW shall be employed by the Company as CEO and President, which position is, and shall remain at all times during the Employment Term, the senior executive officer position of the Company.  MWW shall devote substantially his full working time to his duties as CEO and President.  In performance of his duties, MWW shall report directly to and be subject to the direction of the Board of Directors of the Company or any Committee thereof.  As CEO and President, MWW shall have all the responsibilities, duties and authority as are generally associated with the position of CEO and President of a public company, including full executive power over, and responsibility for, managing, directing and supervising all aspects of the business of the Company worldwide.  The CEO and President shall also be responsible for developing the business plan and objectives of the Company and managing the execution of such plan.

(b)As CEO and President, MWW shall travel in accordance with the reasonable needs of the business, which shall require him to conduct business for the Company primarily in Melville, New York and such other locations as he deems reasonably necessary.  Business Class accommodations shall be permissible for any travel of three (3) hours or longer.

(c)It shall not be a violation of this Agreement for MWW to (A) serve on any civic or charitable boards or committees consistent with the Company’s conflicts of interest policies and corporate governance guidelines in effect from time to time, (B) serve as a Director on any other for-profit corporation, provided that the Compensation Committee of the Board of Directors approves such appointment or election prior to MWW accepting such Directorship, (C) deliver lectures and fulfill speaking engagements, or (D) manage his personal investments, so long as such activities do not materially interfere with the performance of MWW’s responsibilities as an executive officer of the Company.  It is expressly understood and agreed

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that to the extent that any such activities have been conducted by MWW and disclosed to the Company in writing prior to the Commencement Date, the continued conduct of such activities subsequent to the Commencement Date shall not thereafter be deemed to interfere with the performance of MWW’s responsibilities to the Company; provided, however, that the failure to disclose any such existing activities shall not create a presumption that such activities are in violation of this Agreement; and provided further, notwithstanding anything to the contrary in any written non-competition or similar provision between MWW and the Company, no activity so disclosed in writing by MWW shall be violative thereof.

3.Compensation.

(a)During the Employment Term, as compensation for his services hereunder, the Company shall pay MWW a base salary (the “Base Salary”) at the annual rate of $482,850.  The Base Salary shall be payable in equal installments bi-weekly, less required withholdings.

(b)In addition to the Base Salary, and subject to the sole discretion of the Compensation Committee of the Board of Directors, MWW may receive, as incentive compensation, an annual bonus (the “Incentive Bonus”) during the Employment Term.  The Company shall pay the Incentive Bonus, if any, to MWW only after the issuance of the results of the annual audit of its books and records by its independent auditor, except that MWW can accelerate the payment of such Incentive Bonus at anytime up to the amount of $40,000, in order to balance the payment of personal income taxes owed the United States and Great Britain by MWW, on the condition that the Compensation Committee resolves that it has been earned and does not constitute a loan, which would violate the provisions of the Sarbanes-Oxley Act, and provided further that the Compensation Committee determines at the time that MWW requests the acceleration of the Incentive Bonus that the Incentive Bonus will be $40,000 or greater.  

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Notwithstanding the foregoing, the Incentive Bonus shall be payable on a date on or before March 15 of the year following the year to which the Incentive Bonus relates.  Except as otherwise provided for in this Agreement, MWW must be employed by the Company on December 31 of the year to which the Incentive Bonus relates in order to be entitled to payment of the Incentive Bonus.

4.Expenses; Vacation; Insurance; Other Benefits.

(a)MWW shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in the performance of his duties hereunder, upon submission and approval of written statements and bills in accordance with the then regular policies and procedures of the Company for submission of expenses.  During the Employment Term, the Company shall also pay MWW an additional $18,000 a year (without need for written submission and approval of bills or statements) to defray regular commutation costs.  This amount will be payable in equal installments bi-weekly and is subject to withholding and other appropriate payroll taxes.  This amount may be used for, among other things, the cost of an automobile lease and all related costs; no other payments will be made for regular commutation costs.

(b)MWW shall be entitled to twenty (20) days paid vacation time per annum or such other period as is in accordance with the regular procedures of the Company governing senior executive officers as determined from time to time by the Company’s Board of Directors.

(c)During the Employment Term, MWW shall be entitled to participate in all employee benefit plans and programs of the Company now or hereafter made available to all senior executives of the Company as a group, to the extent eligible, (including, without limitation, each retirement plan, supplemental and excess retirement plans, deferral savings plans, annual and long-term incentive compensation plans, stock option and purchase plans,

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group life insurance, accident and death insurance, medical and dental insurance, sick leave, disability plans and fringe benefit plans) on a basis which is no less favorable than is made available to any other senior executive of the Company, except as otherwise provided herein.

(d)For each calendar year during the Employment Term, the Company shall pay for United States income tax advice and preparation of United States income tax forms for MWW up to $5,000 per year.

(e)MWW shall continue to be covered by the Company’s directors’ and officers’ liability insurance policy, and errors and omissions coverage, if any, to the extent such coverage is generally provided by the Company to its directors and officers and to the fullest extent permitted by such insurance policies.  Nothing herein is or shall be deemed to be a representation by the Company that it provides, or a promise by the Company to obtain, maintain or continue any liability insurance coverage whatsoever for its executives.  In addition, the Company confirms that the Indemnification Agreement, dated November 19, 1996, between the Company and MWW remains in full force and effect.

5.Representations and Warranties of Employee.

(a)MWW represents and warrants to the Company that (i) MWW is under no contractual or other obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder, and (ii) MWW is under no physical or mental disability that would prevent him, with reasonable accommodation, from performing his duties under this Agreement.

6.Non-Competition.

(a)MWW agrees that he will not:  (i) during the period he is employed by the Company, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or

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organization that is or shall then be competing with the Business of the Company (as defined below), and (ii) for the applicable periods of time as described in Section 6(b) below, directly or indirectly, compete with or be engaged in the Business of the Company, or be employed by, or act as consultant to, or be a director, officer, employee, owner, member or partner of, any business or organization which, at the time of such cessation, competes with or is engaged in the Business as the Company, except that in each case the provisions of this Section 6 will not be deemed breached merely because MWW:  (A) owns not more than five percent (5%) of the outstanding common stock of a corporation, if, at the time of its acquisition by MWW, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; or (B) MWW is a passive investor in any fund in which he has no investment discretion.  This prohibition shall apply to the entire world in recognition of the fact that the Company operates on a multi-national basis.  “Business of the Company” shall mean (w) the design, manufacture, sale, re-sale, distribution or maintenance of character generators (software or hardware or a combination thereof) that are used by the broadcast and cable industries, (x) online graphics creation and work flow solutions or any other product or solution similar to those products or solutions marketed or distributed by the Axis Graphics division, (y) products or solutions similar to ChyTV, and (z) any other products or solutions acquired or developed by the Company while MWW is employed by the Company.  Notwithstanding the foregoing, this restrictive covenant shall not be applicable if MWW is terminated without Cause or he resigns for Good Reason.

(b)In addition to the applicable period referred to in Section 6(a)(i) above, the covenant not to compete shall be applicable for the following periods:

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(i)In the event the Agreement is not renewed pursuant to Section 1(b)(iii), then the applicable period shall be to and including June 30, 2014.

(ii)In the event that the Agreement is not renewed pursuant to Section 1(b)(ii) and MWW is entitled to the Transitional Payment, then the applicable period shall be to and including December 31, 2014.

(iii)In the event that MWW ceases to be employed by the Company due to termination for Cause (as defined in Section 9(a)) or due to MWW’s voluntary resignation (which is not for Good Reason (as defined in Section 9(i)), then the applicable period shall be one year from the date of cessation of employment with the Company.

(c)It is the intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  If any particular provisions or portions of this Section 6 shall be adjudicated to be invalid or unenforceable, such provisions or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provisions or portions in the particular jurisdiction in which such adjudication is made.

(d)The parties acknowledge that damages and remedies at law for any breach of this Section 6 will be inadequate and that the Company shall be entitled to specific performance and other equitable remedies (including injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies the Company may have.  MWW also waives the posting of any bond in connection with the issuance of any injunctive relief.

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7.Patents; Copyrights.

Any interest in patents, patent applications, inventions, copyrights, developments, and processes (“Such Inventions”) which MWW now or hereafter during the period he is employed by the Company may own or develop relating to the fields in which the Company may then be engaged shall belong to the Company; and forthwith upon request of the Company, MWW shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all his right, title, and interest in and to Such Inventions, free and clear of all liens, charges and encumbrances.  The Company will reimburse MWW for any reasonable fees and expenses (including fees and expenses of counsel) incurred by MWW in connection with executing such assignments and documents and taking any such action at the request of the Company.

8.Confidential Information.

All confidential information which MWW may now possess or may obtain during the Employment Term relating to the business of the Company shall not be published, disclosed, or made accessible by him to any other person, firm, corporation or entity during the Employment Term or anytime thereafter without the prior written consent of the Company; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public, other than as a result of MWW’s breach of this covenant, and shall not preclude MWW from disclosing any such information to the extent such disclosure (i) is required by law, or (ii) would, in the reasonable judgment of MWW, be in the best interest of the Company or is reasonably necessary in order to defend MWW or to enforce MWW’s rights under this Agreement in connection with any action or proceeding to which the Company or its affiliates is a party.  MWW shall return all tangible evidence of such confidential information to the Company prior to or at the termination of his employment.

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9.Termination.

(a)Notwithstanding anything herein contained, if MWW is terminated for Cause (as defined below) during the Employment Term, then the Company shall have the right to give notice of termination of MWW’s services hereunder as of a date to be specified in such notice, and this Agreement shall terminate on the date so specified.  Termination for Cause shall mean MWW:  (1) is convicted of a felony crime; (ii) willfully commits any act or willfully omits to take any action in bad faith and to the material detriment of the Company; (iii) commits an act of active and deliberate fraud against the Company; or (iv) materially breaches any term of this Agreement and fails to correct such breach within ten (10) days after written notice of the commission thereof.  In the event that this Agreement is terminated for Cause, then MWW shall be entitled to receive only his Base Salary at the rate provided in Section 3 to the date on which termination shall take effect and any Incentive Bonus accrued, but not yet paid, any commutation payment accrued, but not yet paid, and any unreimbursed expenses (the “Accrued Obligations”).  Thereafter, the Company shall have no further obligation to MWW under this Agreement.

(b)In the event that MWW shall be physically or mentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for a period of one-hundred and twenty (120) consecutive days during the Employment Term, then this Agreement shall terminate upon an additional thirty (30) days’ written notice to MWW (unless MWW is able to resume his duties during such notice period), and no further compensation shall be payable to MWW, except:  (i) as may otherwise be provided under any disability insurance policy and, (ii) the Accrued Obligations.

(c)In the event that MWW shall die during the Employment Term, then this Agreement shall terminate on the date of MWW’s death, and no further compensation shall be

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payable to MWW, except as may otherwise be provided under any insurance policy or similar instrument and the Accrued Obligations.

(d)If, during the Employment Term, MWW’s employment is terminated (x) by the Company other than pursuant to subparagraphs 9(a), 9(b) or 9(c) hereof, or (y) by MWW upon written notice by MWW for resignation with Good Reason (as defined in Section 9(i)), then MWW shall be entitled to receive from the Company:  (i) continued payment of his Base Salary pursuant to the Company’s payroll schedule for the longer of (x) the remainder of the Employment Term following the date of termination and (y) six (6) months; (ii) any unvested equity-based award (the “Equity Award”) issued to MWW pursuant to the Company’s 1999 Incentive Compensation Plan, 2008 Long-Term Incentive Plan, as amended (the “2008 LTIP”) or other such incentive compensation plan adopted by the Company (collectively, the “Plan”), shall immediately vest, except to the extent that the Equity Award vests upon the Company’s achievement of performance goals, then in such case the Equity Award will vest as provided for in the Equity Award agreement notwithstanding that MWW is no longer employed by the Company on such date, and the period to exercise the Equity Award shall be the remaining term of each respective Equity Award agreement regardless of any shorter periods provided for by the Plan as a result of the termination; (iii) an amount, grossed up for federal state and local taxes, in lieu of participation in the Company’s life, long-term disability and health insurance plans for the remainder of the Employment Term from the date of termination (the “Severance Benefits”), as set forth in Section 9(j); and (iv) the Accrued Obligations.  All amounts payable in accordance with this subsection, except for the Severance Benefits, shall be made in accordance with Company policy as if MWW had not been terminated.  The Severance Benefits shall be paid in a lump sum within twenty (20) business days from the date of termination, provided, however, that

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if such period begins in one taxable year of MWW and ends in another, MWW shall not be able to select the taxable year in which such Severance Benefits will be paid.  The Company shall give written notice of termination to MWW which shall state the date the termination is to be effective.  All payments made pursuant to this Section 9(d) shall not be subject to mitigation or any right of set-off.  Notwithstanding the foregoing, if MWW is entitled to any of the payments or benefits set forth in Section 1 of the CIC Agreement, MWW shall not be entitled to receive the payments or benefits set forth in this Section 9(d).

(e)If any of the payments or benefits to be provided to MWW pursuant to Section 9(d) of this Agreement constitute “nonqualified deferred compensation” subject to 409A of the U.S. Tax Code (“the Code”) payable in connection with a separation of service under Section 409A(2)(a)(i) of the Code, the following interpretations apply to Section 9(d):  (i) Any termination of MWW’s employment triggering payment of benefits under Section 9(d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence.  To the extent that the termination of MWW’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by MWW to the Company at the time MWW’s employment terminates under Section 9(d), any benefits payable under Section 9(d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h).  For purposes of clarification, this Section 9(e) shall not cause any forfeiture of benefits on MWW’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If MWW is a “specified

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employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 9(d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of his death, but only to the extent necessary to avoid such penalties under Section 409A of the Code.  On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) MWW’s death, the Company shall pay MWW in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid MWW prior to that date under Section 9(d) of this Agreement; (iii) It is intended that each installment of the payments and benefits provided under Section 9(d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code; (iv) Neither the Company nor MWW shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code; and (v) MWW’s termination of employment other than by the Company without Cause or by MWW for Good Reason shall be deemed circumstances of forfeiture pursuant to which MWW is not entitled to the compensation provided under Section 9(d) as a result of a separation from service.  The Company may, however, in its sole discretion, waive the forfeiture provisions and pay MWW the compensation provided under Section 9(d) on any separation from service.

(f)Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A of the Code pursuant to Treas. Reg. § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-

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kind benefits) shall be paid or provided to MWW only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which MWW’s separation of service occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which MWW’s separation from service occurs.  To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expense eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment, provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which MWW incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

(g)If the Company does not extend this Agreement for a period of at least one year on terms and conditions that are no less favorable than contained in this Agreement, then all the vested options held by MWW shall have an exercise period equal to the remaining term of each respective Equity Award agreement underlying such option regardless of any shorter periods provided for by the Plan or in the Equity Award agreement as a result of the termination.

(h)Performance Based Cash and Equity Awards

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(i)If (A) the Company does not extend this Agreement for an additional one (1) year period on the same or better terms as contained in this Agreement on or prior to the end of the Employment Term, and (B) the Company achieves the Performance Conditions (as that term is defined in the Restricted Stock Unit Agreement between the Company and MWW dated May 26, 2010 (the “RSU Award Agreement”), then (1) the Units (as that term is defined in the RSU Award Agreement) issued to MWW shall vest pursuant to the terms of the RSU Award Agreement, notwithstanding that MWW may not be employed by the Company at such time; and (2) MWW shall be entitled to receive any additional performance based award under the terms of the 2008 LTIP, whether in the form of cash or equity, that is based on the Company’s achievement of the Performance Conditions without the requirement that MWW be employed on the date that such performance based award is granted, provided that the Performance Conditions relates to the period in which MWW was employed by the Company.

(ii)If the Company does extend this Agreement for an additional one (1) year period on the same or better terms as contained in this Agreement on or prior to the end of the Employment Term, and MWW declines to accept the extension, then the Units will cease to vest at the end of the Employment Term, and MWW shall not be entitled to receive any further performance based awards under the 2008 LTIP.

(i)Resignation with Good Reason means (i) a reduction in MWW’s Base Salary or the cap, if any, on MWW’s incentive pay, or (ii) the assignment to MWW of any duties inconsistent in any material respect with MWW’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities which result in a material diminution in such position, authority, duties or responsibilities.  MWW must provide notice to the

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Company of the existence of any of the conditions described in clauses (i) or (ii) above within a period of 90 days of the initial existence of such condition and the Company shall have a period of 30 days following receipt of such notice during which it may remedy such condition.  In the event of MWW’s failure to deliver timely notice as set forth herein or in the event of the Company’s timely remedy of any condition described in clauses (i) or (ii) above, MWW shall not be entitled to a resignation with Good Reason.

(j)Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes incurred as a result of the Severance Benefits payment or any additional tax gross up payment on such payment.  The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described in Sections 9(k) through 9(m) below, plus the foregoing tax gross up.

(k)The “Health Care Payment” is an amount equal to the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of MWW’s termination times the number of months remaining in the Employment Term at the time of MWW’s termination.  To receive coverage under the Company’s health insurance plans, MWW must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company,

(l)The Company’s group term life insurance policy provides $500,000 of coverage, and upon termination, offers MWW the opportunity to convert Whole Life (subject to acceptance by the insurer).  The “Life Insurance Payment” is an amount equal to the number of months remaining in the Employment Term at the time of MWW’s termination times the monthly premium for one of the following, as MWW elects:  (i) a Whole Life conversion policy

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through the Company’s group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that MWW may currently have in place; or (iii) a new term life insurance policy.  The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group life insurance plan as of the date of this Agreement, that is, $500,000.

(m)The Company’s long-term disability insurance plan provides coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 week elimination (waiting) period, and the insurer offers a portable policy after termination.  The “Disability Insurance Payment” is an amount equal to the number of months remaining in the Employment Term at the time of MWW’s termination times the monthly premium for one of the following, as MWW elects:  (i) a portable long-term disability policy through the Company’s insurer (subject to acceptance by the insurer), (ii) an existing long-Win’ disability insurance policy or policies that MWW may currently have in place, or (iii) a new personal long-term disability insurance policy obtained through other than the Company’s insurance policy.  The Company will pay only that pro-rated portion of the premium that represents coverage equal to MWW’ s coverage under the group long-term disability insurance plan as of the date of this Agreement

10.Survival.

The covenants, agreements, representations and warranties set forth in Sections 5, 6, 7 and 8 of this Agreement shall survive MWW’s termination of employment, irrespective of any investigation made by or on behalf of any party.

11.Modification.

This Agreement and the CIC Agreement set forth the entire understanding of the parties with respect to the subject matter hereof, supersede all existing agreements between them

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concerning such subject matter and, except for the CIC Agreement, may be modified only by a written instrument duly executed by each party.

12.Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, by telecopy with electronic confirmation of delivery or by delivery to an internationally recognized carrier for overnight delivery to the party to whom it is to be given at the address of such party as set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 12).  In the case of a notice to the Company, a copy of such notice (which copy shall not constitute notice) shall be delivered to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  Chrysler Center, 666 Third Avenue, New York, New York 10017, Attn:  Daniel L DeWolf, Esq.  In the case of a notice to MWW, a copy of such notice (which copy shall not constitute notice) shall be delivered to Greenberg Traurig LLP, 200 Park Avenue, New York, New York 10166, Attn:  Ronald D. Lefton, Esq.  Any notice or other communication given by overnight delivery shall be deemed given at the time of delivery to the carrier, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof Any notice given by telecopy shall be deemed given at the time the notice or other communication is delivered with electronic confirmation of delivery.

13.Waiver.

Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision of this Agreement.  The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right

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thereafter to insist upon strict adherence to that term or any other term of this Agreement.  Any waiver must be in writing.

14.Binding Effect.

MWW’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, such rights shall not be subject to encumbrance or the claims of MWW’s creditors, and any attempt to do any of the foregoing shall be void.  The provisions of this Agreement shall be binding upon and inure to the benefit of MWW and his heirs and personal representatives, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.

15.Headings.

The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

16.Counterparts; Governing Law.

This Agreement may be executed in any number of counterparts (and by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  It shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the rules governing the conflicts of laws.

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

CHYRON CORPORATION
By:	/s/ Roger L. Ogden
	Name:	Roger L. Ogden
	Title:	Chairman of the Board of Directors
	MICHAEL WELLESLEY-WESLEY
	/s/ Michael Wellesley-Wesley

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EX-10.2

THIS CHANGE IN CONTROL AGREEMENT (“CIC Agreement”) is being entered into on May 23, 2012 by and between MICHAEL WELLESLEY-WESLEY (“MWW”), an individual residing at 420 East 54th Street, Apt. 29C, New York, New York 10022, and CHYRON CORPORATION, a New York corporation (the “Company”) with its principal office located at 5 Hub Drive, Melville, New York, New York 11747.

WHEREAS, MWW and the Company were parties to a Change in Control Agreement dated on or about September 13, 2008, which expired by its terms on August 31, 2010; and

WHEREAS, MWW is entering into a new employment agreement (the “Employment Agreement”) with the Company simultaneously with this CIC Agreement;

NOW, THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

The following sets out our agreement with respect to severance payments to be paid to MWW if MWW’s termination of employment is “related to” a “Change-in-Control” and is either:  (i) without “Cause,” or (ii) a “Resignation with Good Reason” (collectively, a “Severance Event”) (all as defined below).  This CIC Agreement shall be effective as the date hereof and shall replace all severance benefits payable to MWW as a result of a Change-in-Control as set forth in any executive retention program previously maintained by the Company.

1.Severance Benefits.

1.1           In the event of a Severance Event, the Company shall pay MWW severance equal to the following:  (i) an amount equal to MWW’s base salary for a 12 month period based on MWW’s base salary rate in effect immediately prior to a Change-in-Control (the “Severance Salary”); (ii) a bonus equal to the greater of (x) the bonus paid to MWW for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that MWW has accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the “Severance Bonus”); and (iii) an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company’s life, long-term disability, and health insurance plans, as described further below (the “Severance Benefits”).  The payments are not subject to mitigation or any right of set-off.  In addition, MWW will be paid for accrued, but unused vacation time up to the Company’s maximum permitted accrual of six weeks.  Further, any unvested equity-based award (the “Equity Award”) issued to MWW pursuant to the Company’s 1999 Incentive Compensation Plan, 2008 Long-Term Incentive Plan, or other such incentive compensation plan adopted by the Company (collectively, the “Plan”), shall immediately vest and the period to exercise the Equity Award shall be the remaining term of each respective agreement underlying the Equity Award regardless of any shorter periods provided for by the Plan as a result of the termination of MWW’s employment.

1.2           Following a Severance Event, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from the date of

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termination.  The Severance Bonus and Severance Benefits amounts shall be paid in a lump sum within twenty (20) business days from the date of MWW’s termination.  In the event that such period for payment of the Severance Bonus and Severance Benefits begins in one taxable year of MWW and ends in a later taxable year, MWW shall not be entitled to designate the taxable year of payment.

1.3           Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that MWW incurs as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment.  The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up.

1.4           The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which MWW is enrolled at the time of the Severance Event.  To receive coverage under the Company’s health insurance plans, MWW must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company.

1.5           The Company’s group term life insurance policy provides MWW with $500,000 of coverage and, upon termination, offers MWW the opportunity to convert to Whole Life (subject to acceptance by the insurer).  The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as MWW may elect:  (i) a Whole Life conversion policy through the Company’s group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy.  The Company will pay only that pro-rated portion of the premium that represents coverage equal to MWW’s coverage under the group life insurance plan as of the date of this CIC Agreement, that is, $500,000.

1.6           The Company’s long-term disability insurance plan provides MWW with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination.  The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as MWW may elect:  (i) a portable long-term disability policy through the Company’s insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that MWW may currently have in place; or (iii) a new personal long-term disability insurance policy obtained through other than the Company’s insurance policy.  The Company will pay only that pro-rated portion of the premium that represents coverage equal to MWW’s coverage under the group long-term disability insurance plan as of the date of this Amendment.

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2.           Definitions.  The defined terms used herein have the following meanings:

2.1           “Cause” means that MWW (i) is convicted of a felony crime; (ii) willfully commits any act or willfully omits to take any action in bad faith and to the material detriment of the Company; (iii) commits an act of active and deliberate fraud against the Company; or (iv) materially breaches any term of the Agreement or any written policy of the Company which could expose the Company to significant damages (including, but not limited to breach of the Company’s anti-discrimination or harassment policies) and fails to correct such breach within ten (10) days after written notice thereof.

2.2           “Change-in-Control” means (i) the acquisition, directly or indirectly, by any individual, entity or group, or a Person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of ownership of 30% or more of either (a) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined Voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); (ii) individuals who, as the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 50% of, respectively, the then outstanding shares of common stock of the Company resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the

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Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company.

2.3           “Related to” a “Change-in-Control” means the reason for MWW’s termination of employment is the Change-in-Control or a reason connected with the Change-in-Control regardless of whether the decision to terminate your employment and/or the effective date of your termination is prior to or after the effective date of the Change-in-Control.  There shall be a presumption that any termination of employment that is within 30 days prior to, or within 18 months after, the effective date of a Change-in-Control, is related to a "Change-in-Control."  However, if the effective date of the termination of employment is eighteen months (18) or more after the effective date of a Change-in-Control, the termination of employment will be deemed to be unrelated to the Change-in-Control.

2.4           “Resignation with Good Reason” means MWW giving notice of MWW’s resignation as a result of (i) a reduction in MWW’s base salary or the cap, if any,  on MWW’s incentive pay; (ii) the assignment to MWW of any duties inconsistent in any material respect with MWW’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities which result in a material diminution in such position, authority, duties or responsibilities, whether immediately prior to or after the occurrence of a Severance Event; (iii) the taking of any action by the Company which would adversely affect MWW’s participation in, or materially reduce MWW’s benefits under any plans, including incentive pay plans or programs, offered by the Company prior to the Severance Event; or (iv) in the event of and after the occurrence of a Severance Event, the Company’s requiring MWW to be based at any office or location other than in New York City or Long Island, New York, or London, U.K.  MWW must provide notice to the Company of the existence of any of the conditions described in clauses (i) through (iv) above within a period of 90 days of the initial existence of such condition and the Company shall have a period of 30 days following receipt of such notice during which it may remedy such condition.  In the event of MWW’s failure to deliver timely notice as set forth herein or in the event of the Company’s timely remedy of any condition described in clause (i) through (iv) MWW shall not be entitled to a Resignation with Good Reason.

3.           Section 409A.

3.1           If any of the payments or benefits to be provided to MWW pursuant to Section 1 of this Agreement constitute “nonqualified deferred compensation” subject to 409A of the U.S. Tax Code (“the Code”) payable in connection with a separation of service under Section 409A(2)(a)(i) of the Code, the following interpretations apply to Section 1:  (i) Any termination of MWW’s employment triggering payment of benefits under Section 1 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence.  To the extent that the termination of

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MWW’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by MWW to the Company at the time MWW’s employment terminates under Section 1, any benefits payable under Section 1 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h).  For purposes of clarification, this Section 3.1 shall not cause any forfeiture of benefits on MWW’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If MWW is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 1 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of his death, but only to the extent necessary to avoid such penalties under Section 409A of the Code.  On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) MWW’s death, the Company shall pay MWW in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid MWW prior to that date under Section 1 of this Agreement; (iii) It is intended that each installment of the payments and benefits provided under Section 1 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code; and (iv) Neither the Company nor MWW shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

3.2           The Company shall indemnify MWW and hold MWW harmless, on an after-tax basis, from any taxes, costs, expenses, penalties, fines, interest or other liabilities that result from the application of Section 409A of the Code in connection with payments MWW receives under this Amendment, as long as MWW has complied with the terms of this CIC Agreement.  Any such payments made under this Section shall be made on a grossed-up basis.

4.           Golden Parachute Excise Tax.

4.1           Limitation or Additional Payment.  In the event that any portion of the payments and benefits provided to MWW under this CIC Agreement and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then (4.1(a)) or (4.2(b)) below shall apply:

(a)           In the event that the Total Payments (without regard to this Section 4) do not exceed 115% of the maximum amount that could be paid to MWW

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without becoming subject to the Excise Tax, then notwithstanding anything in this CIC Agreement to the contrary the amount payable to you under Section 1 above shall be reduced such that the value of the aggregate Total Payments that MWW is entitled to receive shall be one dollar ($1) less than such maximum amount.

(b)           In the event that the Total Payments (without regard to this Section 4) exceed 115% of the maximum amount that could be paid to MWW without becoming subject to the Excise Tax, then MWW shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount that will place MWW in substantially the same after-tax economic position that MWW would have enjoyed if the Excise Tax had not applied to the Total Payments.

4.2           Determination by Accounting Firm.  Subject to the provisions of Section 4.3 below, all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent auditors or such other certified public accounting firm reasonably acceptable to MWW as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and MWW.  Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to MWW as soon as practicable following the date on which MWW provides the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the end of the taxable year following the end of MWW’s taxable year in which MWW remits such taxes.  Any determination by the Accounting Firm shall be binding upon the Company and MWW.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies pursuant to Section 4.3 and MWW is thereafter required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for MWW’s benefit.

4.3           Company’s Right to Contest Excise Tax.  MWW agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon as practicable but no later than ten (10) business days after MWW is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid.  MWW shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which MWW gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to

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such claim is due).  If the Company notifies MWW in writing prior to the expiration of such period that it desires to contest such claim, MWW agrees to:

(a)           give the Company any information reasonably requested by the Company relating to such claim,

(b)           take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(c)           cooperate with the Company in good faith in order to effectively contest such claim, and

(d)           permit the Company to participate in any proceedings relating to such claim.

Without limitation on the foregoing provisions of this Section 4.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim.  The Company may, at its sole option, either direct MWW to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and MWW agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs MWW to pay such claim and sue for a refund, the Company shall reimburse the amount of such payment to MWW, on an after-tax and interest-free basis (the “Reimbursement”).  The Company’s control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and MWW shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority.  If the Company does not timely notify MWW in writing of its desire to contest the claim, the Company shall pay MWW an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and MWW agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

4.4           Repayment to the Company.  If, after your receipt of a Reimbursement pursuant to Section 4.3, MWW becomes entitled to receive any refund with respect to the claim to which the Reimbursement relates, MWW shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).  If, after MWW’s receipt of a Reimbursement pursuant to Section 4.3, a determination is made that MWW is not entitled to any refund with respect to such claim and the Company does not notify MWW in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the Reimbursement

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shall be forgiven and shall not be required to be repaid and the amount of such reimbursement shall offset the amount of the additional Gross-Up Payment then required to be paid to MWW.

4.5           Further Assurances.  The Company shall indemnify MWW and hold MWW harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“Losses”) incurred by MWW with respect to the exercise by the Company of any of its rights under Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim or any imputed income to MWW resulting from any Advance or action taken on MWW’s behalf by the Company pursuant to this Section 4.  The Company shall pay all legal fees and expenses incurred under this Section 4 and shall promptly reimburse MWW for the reasonable expenses MWW may incur in connection with any actions taken by the Company or required to be taken by MWW under this Section 4.  The Company also shall pay all of the fees and expenses of the Accounting Firm.

5.           Term.

(a)           Subject to Section 5(b) below, this CIC Agreement shall continue in effect until the earlier of (i) December 31, 2013, if the Employment Agreement is not renewed pursuant to Section 1(b)(iii) of the Employment Agreement, (ii) the last day of the Transition Period, as such term is defined in Section 1(b)(ii) of the Employment Agreement, or (iii) the date of termination of MWW’s employment by the Company pursuant to Sections 9(a), 9(b), or 9(c) of the Employment Agreement.

(b)           Notwithstanding the foregoing, if there is a Change-in-Control while MWW is employed by the Company, then the term of this CIC Agreement shall automatically be extended for an additional period of two years from the date of such Change-in-Control.

6.           Miscellaneous.

6.1           The Employment Agreement and this CIC Agreement set forth the entire agreement between the parties hereto as to the subject matter herein and therein, and cannot be amended, modified or terminated except by an agreement in writing executed by the parties hereto.  Notwithstanding the foregoing, the Company may amend this CIC Agreement, without MWW’s consent, in such manner as the Company may determine, in its sole discretion, to resolve any ambiguities necessary for such CIC Agreement to comply with, or be exempt from, Section 409A.  Any such amendment shall be delivered to MWW promptly upon adoption.

6.2           In the event that any provision of this Amendment is invalid, illegal or unenforceable, the remainder of hereof shall be construed without taking into effect such invalid, illegal or unenforceable provision.

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6.3           This CIC Agreement shall be governed by the laws of the State of New York without regard to the principles of the conflicts of laws of such state.

6.4           This CIC Agreement may be executed in several counterparts or by separate instruments and by facsimile transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

6.5           In the event MWW brings any action or proceeding to enforce MWW’s rights under this CIC Agreement, the Company shall be required to reimburse MWW for the reasonable fees and costs of MWW’s counsel in the event MWW prevails in such action or proceeding.

6.6           This CIC Agreement shall be assumed by all successors in interest to the Company.

IN WITNESS WHEREOF, this CIC Agreement has been duly executed as of the date first written above.

CHYRON CORPORATION
By:	/s/ Roger L. Ogden
	Name:	Roger L. Ogden
	Title:	Chairman of the Board of Directors
	MICHAEL WELLESLEY-WESLEY
	/s/ Michael Wellesley-Wesley

6336328v.3

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