Exhibit 10.10

PRIVILEGED AND CONFIDENTIAL

AAI CORPORATION
CHANGE IN CONTROL
RETENTION AND SEVERANCE PLAN

Effective as of September 1, 2007

INTRODUCTION

The purpose of this Plan is to enable the Company to offer Eligible Employees an incentive to remain employed with the Company or its Affiliates and/or to provide certain protections if their employment is terminated without Cause or for Good Reason, in each case, in connection with a Change in Control. Accordingly, to accomplish this purpose, the Compensation and Stock Option Committee of the Board of Directors of the Company has adopted this Plan, effective as of September 1, 2007.

Unless otherwise expressly provided in this Plan or in an Incentive Letter, or unless otherwise agreed to between the Company and a Participant on or after the date hereof, Participants covered by this Plan shall not be eligible to participate in any other severance or termination arrangement, plan, policy or practice of the Company or any Affiliate that would otherwise apply under the circumstances described herein. This Plan is intended to be a “top-hat” pension benefit plan within the meaning of U.S. Department of Labor Regulation Section 2520.104-23. This Plan document shall constitute both the plan document and summary booklet and shall be distributed to Participants in this form. Capitalized terms and phrases used herein shall have the meanings ascribed thereto in Article I.

ARTICLE I

DEFINITIONS

For purposes of this Plan, c apitalized terms and phrases used herein shall have the meanings ascribed to them in this Article.

1.1                                “Affiliate” shall mean (i) Parent, (ii) any subsidiary corporation of the Parent within the meaning of Section 424(f) of the Code, or (iii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Parent.

1.2                                “Base Salary” shall mean a Participant’s annual base compensation rate for services paid by the Employer to the Participant at the time immediately prior to the Participant’s termination of employment, as reflected in the Employer’s payroll records or, if higher, the Participant’s annual base compensation rate immediately prior to a Change in Control. Base Salary shall not include commissions, bonuses, overtime pay, incentive

compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, non-cash compensation or any other additional compensation but shall include amounts reduced pursuant to a Participant’s salary reduction agreement under Section 125, 132(f)(4) or 401(k) of the Code, if any, or a nonqualified elective deferred compensation arrangement, if any, to the extent that in each such case the reduction is to base salary.

1.3                                “Board” shall mean the Board of Directors of the Company.

1.4                                “Cause” shall mean the occurrence of any of the following:

(a)                                   a material breach by the Participant of the obligations under any written agreement with the Employer;

(b)                                  the Participant’s conviction of, or plea of guilty or nolo contendere to a felony (regardless of the nature of the felony) or any other crime involving dishonesty, fraud or moral turpitude;

(c)                                   the Participant’s willful misconduct or gross negligence, in either case, in connection with the Participant’s performance of his or her duties of a material nature; or

(d)                                  a material act of dishonesty or breach of trust on the Participant’s part resulting or intending to result, directly or indirectly, in material personal or family gain or enrichment at the expense of the Employer.

1.5                                “Change in Control” shall have the meaning set forth in Appendix A hereto.

1.6                                “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7                                “Committee” shall mean the Compensation and Stock Option Committee of the Board or such other committee appointed by the Board from time to time to administer the Plan. Notwithstanding the foregoing, if, and to the extent that no Committee exists which has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board and all references herein to the Committee shall be deemed to be references to the Board.

1.8                                “Company” shall mean AAI Corporation, a Maryland corporation, and any successor as provided in Article VII hereof.

1.9                                “Disability” shall mean a Participant’s disability that would qualify as such under the Employer’s long-term disability plan without regard to any waiting periods set forth in such plan.

1.10                         “Effective Date” shall mean September 1, 2007.

1.11                         “Eligible Employee” shall mean any full-time employee of the Company or any of its Affiliates, including any employee who has incurred a Disability.

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1.12                         “Employer” shall mean the Company and any Affiliate and their successors as provided in Article VII hereof.

1.13                         “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.14                         “Good Reason” shall mean, except as otherwise provided in an Incentive Letter, the occurrence of any of the following events without the Participant’s express written consent:

(a)                                   a relocation of the Participant’s principal business location to an area outside a 50 mile radius of the Participant’s principal business location at the time of the Change in Control; or

(b)                                  any reduction in the Participant’s Base Salary or failure to pay a Participant’s Base Salary that remains uncured for ten (10) days after written notice of such breach is given by the Participant to the Employer;

(c)                                   any diminution in the Participant’s title or any material diminution in the Participant’s authority, duties, responsibilities or reporting requirements; or

(d)                                  failure of a successor to assume the Plan and the obligations hereunder in writing.

1.15                         “Gross-Up Payment” shall have the meaning set forth in Appendix B to the Plan.

1.16                         “Incentive Letter” shall mean the letter from the Company informing an Eligible Employee of the Company or any Affiliate of his or her selection to be a Participant in the Plan and setting forth the terms and conditions of the Participant’s participation in the Plan as determined by the Committee in its sole discretion.

1.17                         “Individual Severance Agreement” shall have the meaning set forth in Section 8.13 hereunder.

1.18                         “Non-Competition Restriction” shall have the meaning set forth in Appendix C.

1.19                         “Parent” shall mean United Industrial Corporation and any successor by merger, consolidation or otherwise.

1.20                         “Participant” shall mean any Eligible Employee who is designated by the Committee to participate in the Plan and receive the benefits provided under Article II and/or Article III of the Plan.

1.21                         “Payments” shall mean, collectively, the Retention Payment, the Severance Payment and any and all additional payments and benefits provided under this Plan.

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1.22                         “Payment Date” shall mean December 31, 2008.

1.23                         “Plan” shall mean the AAI Corporation Change in Control Retention and Severance Plan.

1.24                         “Retention Payment” shall mean a payment to an Eligible Employee subject to Section 2.1 below.

1.25                         “Separation from Service” shall mean a Participant’s termination of employment with the Employer, provided that such termination constitutes a separation from service within the meaning of Code Section 409A and the guidance issued thereunder.

1.26                         “Severance Payment” shall have the meaning set forth in Section 3.2 below.

1.27                         “Specified Employee” shall mean a Participant who, as of the date of his or her Separation from Service, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of a service recipient any stock of which is publicly traded, as determined by the Company in accordance with procedures established by the Company and Section 409A of the Code.

ARTICLE II

RETENTION PAYMENT

2.1                                Eligibility for Retention Payment . The Committee may, in its sole discretion, designate in an Incentive Letter that an Eligible Employee shall be eligible to be a Participant in the Plan and receive a Retention Payment in the amount set forth in such letter subject to the terms and conditions provided therein. Notwithstanding the foregoing, on the Effective Date, each Eligible Employee whose name is set forth on the Retention Payment Schedule attached hereto shall automatically be a Participant in the Plan and shall be eligible to receive the Retention Payment approved by the Committee and set forth in the Incentive Letter issued to such Participant.

2.2                                Continuous Employment Requirement . Except as otherwise set forth in Section 2.4 below or in a Participant’s Incentive Letter, Retention Payments shall be expressly conditioned upon the Participant’s continuous employment with the Company or any Affiliate from the Effective Date through and including the Payment Date. A Participant shall not have any claim for a Retention Payment for which such requirement is not satisfied notwithstanding the reason for termination, except as provided in Section 2.4 below or in the Participant’s Incentive Letter.

2.3                                Payment of Retention Payments . Retention Payments, if any, shall be payable by the Employer to the Participant in the form of a lump sum cash payment paid within fifteen (15) days following the Payment Date.

2.4                                Separation from Service by the Employer Prior to the Payment Date . (a)   Subject to Sections 8.1 and 8.12, upon a Participant’s Separation from Service by the

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Employer or its successor without Cause or by the Participant for Good Reason, in each case, within the period beginning on the Effective Date and ending on the Payment Date, the Company shall pay the Participant his Retention Payment (including any discretionary award made under Section 2.5 of the Plan) in the form of a lump sum cash payment within ten (10) days following the Participant’s separation date.

(b)                                  Notwithstanding the provisions of Section 2.1(a) above, in the event that a Participant incurs a Separation from Service from the Employer due to Disability prior to the Payment Date, the Participant shall still be entitled to receive the Retention Payment (including any discretionary award made under Section 2.5 below) but the amount of such payment shall be reduced (offset) by any amounts payable to the Participant under the Employer’s short or long-term disability plan. Payment shall be made to the Participant in the form of a lump sum cash payment within ten (10) days following the Participant’s separation date.

(c)                                   Except as provided in an Incentive Letter or in Section 2.4(b) above, a Participant shall not be entitled to a Retention Payment (including any discretionary award made under Section 2.5 of the Plan) under this Plan if the Participant’s employment is terminated (i) by the Employer for Cause, (ii) by the Participant without Good Reason or (iii) on account of the Participant’s death.

(d)                                  A transfer among Affiliates of the Employer shall not be treated as an employment termination or Separation from Service and shall not trigger or otherwise affect any Participant’s rights and entitlements to a Retention Payment described in this Article II.

2.5                                Discretionary Retention. The Committee may provide for alternative or additional retention payments, which may be payable on a Change in Control and/or on a date designated by the Committee following a Change in Control; provided, however, that the Committee may not issue a retention award under this Section 2.5 to a Participant in order to replace, offset (reduce) or in any other manner adversely affect another award made under this Article II to such Participant; and provided, further, that the President and Chief Executive Officer of the Company shall have the discretion to determine the date (or dates) on which a retention payment awarded to an Eligible Employee under this Section 2.5 of the Plan shall be payable and such date(s) shall be set forth in the Incentive Letter Agreement. For all purposes of this Plan other than Section 2.3 above, references to “Retention Payment” shall include any discretionary retention payment awarded under this Section 2.5.

ARTICLE III

SEVERANCE PAYMENT

3.1                                Eligibility for Severance Payment . (a) The Committee may, in its sole discretion, designate in an Incentive Letter that an Eligible Employee shall be eligible to be a Participant in the Plan and shall receive a Severance Payment upon the Participant’s Separation from Service by the Employer without Cause or by the Participant for Good Reason, in each case, during the period commencing on the date of the Change in Control and ending twenty-four (24) months thereafter, as specified by the Committee in the Participant’s Incentive Letter.

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(b)                                  Notwithstanding the provisions of Section 3.1(a) above, in the event that a Participant incurs a Separation from Service from the Employer due to Disability during the period commencing on the date of the Change in Control and ending twenty-four (24) months thereafter, the Participant shall be entitled to receive a Severance Payment but such payment shall be reduced (offset) by any amounts payable to the Participant under the Employer’s short or long-term disability plan, as provided in Section 3.3 below.

(b)                                  A Participant shall not be entitled to any Severance Payment under this Plan if the Participant’s employment is terminated (i) by the Employer for Cause, (ii) by the Participant without Good Reason, or (iii) on account of the Participant’s death.

(c)                                   A transfer among Affiliates of the Employer (or its successor) shall not be treated as an employment termination and shall not trigger or otherwise affect any Participant’s rights and entitlements to a Severance Payment described in this Article III.

3.2                                Amount of Severance Payment . (a) Subject to Sections 8.1, 8.12 and 8.13, in the event that a Participant becomes entitled to a payment pursuant to Section 3.1(a), then the Employer shall pay the Participant, in a single lump sum payment within ten (10) days after the date of the Participant’s Separation from Service, an amount not to exceed twelve (12) months (the “Severance Period”) of the Participant’s Base Salary as in effect immediately prior to the Participant’s Separation from Service, as determined by the Committee, in its sole discretion, and specified in the Participant’s Incentive Letter (the “Severance Payment”). Notwithstanding the foregoing, if a Participant has an Individual Severance Agreement that provides for severance to be paid in installment payments at such time as if the Participant remained an employee, then, in lieu of a lump sum payment, such Participant’s Severance Payments shall be paid in equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the Participant’s Severance Period and the Severance Payments made under the Plan shall supersede the severance payable under the Individual Severance Agreement, as more fully set forth in Section 8.13 below. Severance Payments shall be in lieu of any payments under any other severance or termination arrangement, plan, policy or practice of the Employer. In addition, Severance Payments shall be reduced (offset) by any amounts payable under the Employer’s short or long-term disability plan to a Participant who has incurred a Disability, any statutory entitlement (including notice of termination, termination pay and/or severance pay) of the Participant upon a termination of employment, including, without limitation, any payments related to an actual or potential liability under the Worker Adjustment and Retraining Notification Act (WARN) or similar state or local law.

3.3                                Additional Severance Benefits . The Committee may, in its sole discretion, designate in an Incentive Letter that any Eligible Employee shall be eligible for any or all of the additional Severance Benefits set forth on the Additional Severance Benefit Schedule attached hereto.

3.4                                Non-Competition Restriction . The Committee may, in its sole discretion, specify in an Incentive Letter that a Participant will be required to comply with the Non-Competition Restriction following Separation from Service in order to be eligible to receive a Severance Payment and/or to be eligible to receive additional severance from the Employer.

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ARTICLE IV

UNFUNDED PLAN

4.1                                Unfunded Status . This Plan shall be “unfunded” for the purposes of ERISA and the Code and Payments shall be paid out of the general assets of the Employer as and when Severance Payments are payable under this Plan. All Participants shall be solely unsecured general creditors of the Employer. If the Employer decides in its sole discretion to establish any advance accrued reserve on its books against the future expense of the Payments payable hereunder, or if the Employer decides in its sole discretion to fund a trust under this Plan, such reserve or trust shall not under any circumstances be deemed to be an asset of this Plan.

ARTICLE V

ADMINISTRATION OF THE PLAN

5.1                                Plan Administrator . The general administration of this Plan on behalf of the Employer (as plan administrator under Section 3(16)(A) of ERISA) shall be placed with the Committee.

5.2                                Reimbursement of Expenses of Plan Committee . The Employer may, in its sole discretion, pay or reimburse the members of the Committee for all reasonable expenses incurred in connection with their duties hereunder, including, without limitation, expenses of outside legal counsel.

5.3                                Action by the Plan Committee . Decisions of the Committee shall be made by a majority of its members attending a meeting at which a quorum is present (which meeting may be held telephonically), or by written action in accordance with applicable law. Subject to the terms of this Plan and provided that the Committee acts in good faith, the Committee shall have complete authority to determine a Participant’s participation and the Payments under this Plan, to interpret and construe the provisions of this Plan, and to make decisions in all disputes involving the rights of any person interested in this Plan.

5.4                                Delegation of Authority . The Committee may delegate, to other persons, any and all of its powers and responsibilities provided for hereunder with respect to determining the eligibility and/or benefits of non-executive officers of the Employer.

5.5                                Retention of Professional Assistance . The Committee may employ such legal counsel, accountants and other persons as may be required in carrying out its work in connection with this Plan.

5.6                                Accounts and Records . The Committee shall maintain such accounts and records regarding the fiscal and other transactions of this Plan and such other data as may be required to carry out its functions under this Plan and to comply with all applicable laws.

5.7                                Indemnification . The Committee, its members and any person designated pursuant to Section 5.4 above shall not be liable for any action or determination made

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in good faith with respect to this Plan. The Employer shall, to the fullest extent permitted by law, indemnify and hold harmless each member of the Committee and each director, officer and employee of the Employer for liabilities or expenses they and each of them incur in carrying out their respective duties under this Plan, other than for any liabilities or expenses arising out of such individual’s willful misconduct or fraud.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1                                Amendment and Termination . The Company reserves the right to amend or terminate, in whole or in part, any or all of the provisions of this Plan by action of the Committee at any time, provided that in no event shall any amendment reducing the Payments provided hereunder or any Plan termination be effective prior to the thirty-six (36) month anniversary of the Effective Date, and further provided that the Company shall not amend or terminate the Plan at any time after (i) the occurrence of a Change in Control or (ii) the date the Company enters into a definitive agreement which, if consummated, would result in a Change in Control, unless the potential Change in Control is abandoned (as publicly announced by the Company), in either case until thirty-six (36) months after the occurrence of a Change in Control and all Payments arising during such period have been made.

ARTICLE VII

SUCCESSORS

7.1                                Successors and Assigns . For purposes of this Plan, the terms the “Company” and the “Employer” each shall include any and all successors or assignees, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company or the Employer, respectively, and such successors and assignees shall perform the Company’s or the Employer’s (as applicable) obligations under this Plan, in the same manner and to the same extent that the Company or the Employer, as applicable would be required to perform if no such succession or assignment had taken place. In the event the surviving corporation in any transaction to which the Company (or the Employer) is a party is a subsidiary of another corporation, then the ultimate parent corporation of such surviving corporation shall cause the surviving corporation to perform this Plan in the same manner and to the same extent that the Company or the Employer, as applicable would be required to perform if no such succession or assignment had taken place. In such event, the terms “Company” and the “Employer,” as used in this Plan, shall mean the Company or the Employer (as applicable), as hereinbefore defined and any successor or assignee (including the ultimate parent corporation) to the business or assets which by reason hereof becomes bound by the terms and provisions of this Plan.

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ARTICLE VIII

MISCELLANEOUS

8.1                                Release Required . Any Retention Payment or Severance Payment, in each case, payable pursuant to this Plan upon a Participant’s termination of employment, shall only be payable if the Participant delivers to the Company a release (in the form attached as Appendix D hereto) of all claims of any kind whatsoever that the Participant has or may have against the Company and its Affiliates and its and their officers, directors and employees and other related parties, known or unknown, as of the date of termination of employment occurring up to the release date (other than claims to payments specifically payable hereunder, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, claims to vested accrued benefits under the Employer’s 401(k) or other tax qualified retirement plans in accordance with the terms of such plans and applicable law, claims relating to any rights of indemnification under the Company’s organizational documents or otherwise, claims relating to any outstanding stock options or other equity-based award on the date of termination, or claims relating to amounts payable under the Company’s Management Incentive Plan or Long-Term Incentive Plan). Notwithstanding the foregoing, in no event shall a release be required with respect to any Retention Payment that is made or required to be made on the Payment Date.

8.2                                No Duty to Mitigate/Set-off . No Participant entitled to receive Payments hereunder shall be required to seek other employment or to attempt in any way to reduce any amounts payable to the Participant by the Employer pursuant to this Plan and there shall be no offset against any amounts due the Participant under this Plan on account of any remuneration attributable to any subsequent employment that the Participant may obtain or otherwise, except as expressly provided in subsection (a) of the Additional Severance Benefits Schedule attached hereto. The amounts payable hereunder shall not be subject to setoff, counterclaim, recoupment, defense or other right which the Employer may have against the Participant. In the event of the Participant’s breach of any provision hereunder, including without limitation, Sections 8.1 (other than as it applies to a release of claims under the Age Discrimination in Employment Act, as amended), 8.3 and 8.15, the Company shall be entitled to recover any payments previously made to the Participant hereunder.

8.3                                Cooperation . By accepting Payments under this Plan, subject to the Participant’s other commitments, the Participant agrees to be reasonably available to cooperate (but only truthfully) with the Employer and provide information as to matters which the Participant was personally involved, or has information on, during the Participant’s employment with the Employer and which are or become the subject of litigation or other dispute.

8.4                                Minors and Incompetents . If the Committee shall find that any person to whom Payments are payable under this Plan is unable to care for his or her affairs because of illness or accident, or is a minor, any Payments due (unless a prior claim therefore shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, parent, or brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to Payments, in such manner and proportions as the Committee may determine it its sole discretion. Any such Payments shall be a

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complete discharge of the liabilities of the Employer, the Committee and the Board under this Plan.

8.5                                Limitation of Rights . Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of the Employer as an employee in any other capacity or to interfere with the Employer’s right to discharge him or her at any time for any reason whatsoever.

8.6                                Payment Not Salary . Any Payments payable under this Plan shall not be deemed salary or other compensation to the Participant for the purposes of computing benefits to which he or she may be entitled under any pension plan or other arrangement of the Employer maintained for the benefit of its employees, unless such plan or arrangement provides otherwise.

8.7                                Severability . In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision never existed.

8.8                                Withholding . The Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to this Plan. In lieu thereof, the Company and/or the Employer shall have the right to withhold the amounts of such taxes from any other sums due or to become due from the Company and/or the Employer to the Participant upon such terms and conditions as the Committee may prescribe.

8.9                                Non-Alienation of Benefits . The Payments payable under this Plan shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause any Severance Payment to be so subjected shall not be recognized.

8.10                         Governing Law . To the extent legally required, the Code and ERISA shall govern this Plan and, if any provision hereof is in violation of any applicable requirement t