Executive’s target annual bonus for the fiscal year of the Company which includes Executive’s Date of Termination.

(d)           “Cause” means (i) Executive’s conviction of, or pleading nolo contendere to, a felony, (ii) Executive’s gross neglect of Executive’s duties to the Company, (iii) Executive’s willful misconduct in connection with the performance of Executive’s duties to the Company, which results in material and demonstrable damage to the Company or (iv) Executive’s failure to follow the lawful directions of the Board, consistent with Executive’s position with the Company; provided, however that Executive shall not be deemed to have been terminated for Cause unless (A) written notice has been delivered to Executive setting forth the reasons for the Company’s intention to terminate Executive for Cause and (B) a period of 14 days has elapsed since delivery of such notice and, in the case of clauses (ii) and (iv) above, Executive has failed to cure the circumstances claimed to constitute Cause within such 14-day period.  For purpose of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company (or upon the instructions of any other officer of the Company senior to Executive) shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.  Cause shall not exist unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i), (ii), (iii), or (iv) has occurred and specifying the particulars thereof in detail.  The Company must notify Executive of any event constituting Cause within ninety (90) days following knowledge of any member of the Board other than Executive (if applicable) of its existence or such event shall not constitute Cause under this Agreement.

(e)           “Change in Control” means any of the following:  (i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than an Affiliate or any employee benefit plan (or any related trust) of the Company or an Affiliate of the Company), (a “Person”) becomes after the date hereof the beneficial owner of 50% or more of either the then outstanding Stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors; (ii) during any 24-month period individuals who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided that any individual who becomes a director after the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote or written consent of at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened

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election contest relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act); (iii) the consummation of a merger, reorganization or consolidation with respect to which the individuals and entities who were the respective beneficial owners of the Stock and voting securities of the Company immediately before such merger, reorganization or consolidation do not, after such merger, reorganization or consolidation, beneficially own, in substantially the same proportion as their ownership, immediately before such merger, reorganization or consolidation, directly or indirectly, more than 50% of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote in the election of directors; or (iv) the approval by shareholders of the Company of  (A) the sale or other disposition of all or substantially all of the assets of the Company (other than to an Affiliate of the Company), or (B) the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any Person acquires beneficial ownership of more than 50% of the then outstanding Stock as a result of the acquisition of the Stock by the Company which reduces the number of shares of Stock outstanding; provided , that if after such acquisition by the Company such person becomes the beneficial owner of additional Stock that increases the percentage of outstanding Stock beneficially owned by such person, a Change in Control of the Company shall then occur.

(f)                                  “Code” means the Internal Revenue Code of 1986, as amended, and regulations and rulings thereunder.  References to a particular section of the Code shall include references to successor provisions.

(g)                               “Date of Termination” means (1) the effective date on which Executive’s employment by the Company terminates as specified in a prior written notice by the Company or Executive, as the case may be, to the other, delivered pursuant to Section 13 or (2) if Executive’s employment by the Company terminates by reason of death, the date of death of Executive.

(h)                               “Disability” means termination of Executive’s employment by the Company due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity due to physical or mental illness.

(i)                                   “Exchange Act” means the Securities Exchange Act of 1934, as amended.  References to a particular section of, or rule under, the Exchange Act shall include references to successor provisions.

(j)                                   “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(i)            any (A) change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in any material and adverse respect with Executive’s position(s), duties or

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responsibilities with the Company immediately prior to such Change in Control (including any material and adverse diminution of such duties or responsibilities); provided , however , that Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this paragraph (j) or (B) material and adverse change in Executive’s titles or offices (including, if applicable, membership on the Board) with the Company as in effect immediately prior to such Change in Control;

(ii)           a material breach of an employment agreement to which Executive and the Company are parties;

(iii)          a reduction by the Company in Executive’s rate of annual base salary or target annual bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

(iv)          any requirement of the Company that Executive (A) be based anywhere more than thirty-five (35) miles from the office where Executive is located at the time of the Change in Control, if such relocation increases Executive’s commute by more than twenty (20) miles, or (B) travel on Company business to an extent substantially greater than the travel obligations of Executive immediately prior to such Change in Control;

(v)           a reduction by the Company of more than 5% in Executive’s aggregate benefits under employee benefit plans, welfare benefit plans and fringe benefit plans in which Executive is participating immediately prior to such Change in Control, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits in the aggregate (at substantially equivalent cost with respect to welfare benefit plans);

(vi)          the failure of the Company to provide Executive with paid vacation in accordance with the most favorable vacation policies of the Company and its Affiliates as in effect for Executive immediately prior to such Change in Control, including the crediting of all service for which Executive had been credited under such vacation policies prior to the Change in Control;

(vii)         any refusal by the Company to continue to permit Executive to engage in activities not directly related to the business of the Company in which Executive was permitted to engage prior to the Change in Control;

(viii)        any purported termination of Executive’s employment which is not effectuated pursuant to Section 14 (and which will not constitute a termination hereunder); or

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(ix)           the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 12(b).

An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason.  Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacity due to mental or physical illness and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided , however , that Executive must provide notice of termination of employment for Good Reason within ninety (90) days following Executive’s knowledge of an event constituting Good Reason or such event shall not constitute a termination for Good Reason under this Agreement.

(k)                                 “Qualifying Termination” means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment on account of death or Disability shall not be treated as a Qualifying Termination.

(l)                                    “Safe Harbor Amount” means the greatest pre-tax amount of “Payments” (as defined in Section 4(a)) that could be paid to Executive without causing Executive to become liable for any “Excise Tax” (as defined in Section 4(a)) in connection therewith.

(m)                              “SEC” means the Securities and Exchange Commission.

(n)                                “Stock” means the Common Stock of the Company.

(o)                                “Termination Period” means the period of time beginning with a Change in Control and ending two (2) years following such Change in Control.  Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control and (ii) (A) such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control and a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur, or (B) such termination (or Good Reason event) otherwise occurs in connection with a potential Change in Control and such Change in Control does occur, then for purposes of this Agreement, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as the date of a Change in Control.  For purposes of determining the timing of payments and benefits to Executive under Section 3, the date of the actual Change in Control shall be treated as Executive’s Date of Termination under Section 1(g).

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2.                                      Term of Agreement .  This Agreement shall be effective on the date hereof and shall continue in effect until and unless the Company shall have given one (1) years’ written notice of cancellation; provided , that , notwithstanding the delivery of any such notice, this Agreement shall continue in effect for a period of two (2) years after a Change in Control, if such Change in Control shall have occurred during the term of this Agreement.  Notwithstanding anything in this Section to the contrary, this Agreement shall terminate if Executive or the Company terminates Executive’s employment prior to a Change in Control except as provided in the second sentence of Section 1(o).

3.                                      Payments Upon Termination of Employment .

(a)                                  Qualifying Termination - Severance .  If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, then the Company shall provide to Executive, subject to the proviso to the first sentence of Section 10:

(i)            within ten (10) days following the Date of Termination, a lump-sum cash amount equal to the sum of (A) Executive’s base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, (B) a pro rata portion of Executive’s annual bonus for the fiscal year in which Executive’s Date of Termination occurs in an amount equal to (1) Executive’s target annual bonus, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), and (C) any accrued vacation pay, in each case to the extent not theretofore paid; plus

(ii)           within ten (10) days following the Date of Termination, a lump-sum cash amount equal to (i) one and one-half (1.5) times Executive’s highest annual rate of base salary during the 12-month period immediately prior to Executive’s Date of Termination plus (ii) one and one-half (1.5) times Executive’s Bonus Amount, paid within ten (10) days following the Date of Termination; provided that, if necessary to avoid tax penalties under Section 409A of the Code, the payment shall be delayed, without interest, until the first day which is at least six months following the Date of Termination.

(b)                                 Qualifying Termination - Benefits .  If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the Company shall, subject to the proviso to the first sentence of Section 10, continue to provide, for a period of eighteen (18) months following Executive’s Date of Termination, Executive (and Executive’s dependents, if applicable) with the same level of medical and dental benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided , that , if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same

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after-tax basis as if continued participation had been permitted.  Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive medical and/or dental benefits from such employer, the Company’s obligation to provide such medical and/or dental benefits described herein shall cease.

(c)           Execution of Release .  Any payments or benefits that would otherwise be payable or provided to Executive under Sections 4(a)(i)(B), 4(a)(ii) and 4(b) shall not be payable or provided unless and until the Company has received from Executive a signed release of employment-related claims against the Company, its Subsidiaries and their respective employees, officers and directors, in a form prepared by the Company and reasonably acceptable to Executive.

(d)           Nonqualifying Termination .  If during the Termination Period the