Exhibit 10.15

EXECUTION COPY

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Agreement ”) dated as of February 1, 2008 (the “ Restatement Date ”), between The Reader’s Digest Association, Inc., a Delaware corporation (the “ Company ”), and Mary G. Berner (“ Executive ”).

WHEREAS , the Company and the Executive entered into an Employment Agreement as to the terms of her continuing employment dated as of March 1, 2007 (the “ Initial Agreement ”);

WHEREAS, the Company and the Executive desire to enter into the Agreement to bring the Initial Agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and Treasury guidance thereunder as in effect from time to time (collectively hereinafter, “ Section 409A ”);

WHEREAS , except as otherwise expressly provided herein, this Agreement shall supersede any prior written agreement entered into between the Executive and the Company prior to the Restatement Date with respect to the subject matter hereof, including, without limitation, the Initial Agreement; and

WHEREAS the Company desires to continue to employ Executive as its Chief Executive Officer and Executive continues to be willing to serve the Company in such capacity for the period and upon such other terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as set forth below:

1.  Term .  (a)  Duration .  The term of Executive’s employment under this Agreement was effective as of the consummation of the merger of Doctor Acquisition Co., a Delaware corporation, with the Company on March 2, 2007 (the “ Effective Date ”), and shall continue until the fifth anniversary of the Effective Date (the “ Expiration Date ”).  On the Expiration Date, and on each subsequent anniversary of the Expiration Date, the term of Executive’s employment under this Agreement shall be extended for one additional year unless either party provides written notice to the other party at least 60 days prior to the Expiration Date (or any such anniversary, as applicable) that Executive’s employment hereunder shall not be so extended; provided , however , that Executive’s employment under this Agreement may be terminated at any time pursuant to the provisions of Section 4.  The period of time from the Effective Date through the termination of Executive’s employment under this Agreement is herein referred to as the “ Term .”

(b)  No Obligation .  The parties agree and acknowledge that neither the Company nor Executive has an obligation to extend the Term or to continue employment following the Expiration Date, and each party expressly acknowledges that no promises or understandings to the contrary have been made or reached.  The parties also agree and acknowledge that, should Executive and the Company choose to continue Executive’s employment for any period of time

following the Expiration Date without extending the term of Executive’s employment under this Agreement or entering into a new written employment agreement, Executive’s employment with the Company shall be “at will,” such that the Company may terminate Executive’s employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice.

(c)  Definitions .  For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

“ Affiliate(s) ” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.

“ Control ” (including, with correlative meanings, the terms “ Controlled by ” and “ under common Control with ”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Limited Affiliate(s) ” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or with respect to Persons in the publishing or media business, is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, governmental entity, unincorporated entity or other entity.

2.  Duties and Responsibilities .  (a)  During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time, attention and efforts to the Company and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder, upon the terms and conditions of this Agreement.  Executive shall render Executive’s services hereunder as Chief Executive Officer of the Company, with the duties, responsibilities and authority commensurate with Executive’s status, including any duties and responsibilities as directed from time to time by the Board of Directors of the Company (the “ Board ”) consistent with Executive’s position hereunder.  Executive shall report to the Board.  Executive acknowledges that the Board is currently comprised of at least a majority of directors who are selected or designated by Ripplewood Holdings L.L.C. or one of its Affiliates (collectively, “ Ripplewood ”).  As of the Effective Date and during the Term while the Company is not publicly traded, Ripplewood shall cause Executive to be appointed or elected (and re-elected, as applicable) as a member of the Board.

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(b)  Place of Employment; Business Travel .  During the Term, Executive’s principal place of employment shall be based initially at the Company’s Pleasantville, New York office or in New York, New York, as determined by the Board, consistent with the needs of the Company and as required in connection with the performance of Executive’s duties and responsibilities hereunder.  Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent reasonably necessary to fully perform Executive’s duties and responsibilities hereunder.

(c)  Board Membership; No Conflict .   During the Term, Executive shall not be permitted to be a member of the board of directors of any for-profit company without the consent of the Company (such consent not to be unreasonably withheld) (for all purposes under this Agreement, any required consent of the Company shall be evidenced by the written approval of the Chairman of the Board), provided that (i) Executive may serve on the board of directors of any other portfolio company in which Ripplewood has any ownership interest; (ii) Executive may continue to serve on the boards of directors listed on Exhibit A attached hereto and Executive may serve, without approval, on the boards of directors of not-for-profit entities; provided that such activities do not interfere with the performance of the Executive’s duties and responsibilities hereunder.

3.  Compensation and Related Matters .  (a)    Base Salary.   During the Term, for all services rendered under this Agreement, Executive shall receive an aggregate annual base salary (“ Base Salary ”) at an initial rate of $500,000, payable in accordance with the Company’s applicable payroll practices.  Base Salary shall be subject to review by the Board for increases, but not decrease, in its sole discretion and references in this Agreement to “ Base Salary ” shall be deemed to refer to the most recently effective annual base salary rate.

(b)  Annual Bonus .  During the Term, for each fiscal year, Executive shall be paid a guaranteed annual bonus of $500,000 (the “ Guaranteed Bonus ”).  In addition, Executive shall be eligible to earn an annual performance bonus in an amount up to 400% of Base Salary based on performance against specified objective performance criteria as set forth on Exhibit B hereto (the “ Annual Bonus ”).  The Guaranteed Bonus, and any Annual Bonus that Executive shall actually become entitled to receive hereunder, will be payable by the Company at such time and in such manner that bonuses are paid to other senior executives of the Company, but in no event later than the end of the calendar year in which the fiscal year for which such bonus is earned ends.  Nothing herein to the contrary, Executive shall be entitled to an Annual Bonus for the fiscal year ending June 30, 2007 prorated from November 1, 2006, which Annual Bonus shall be paid in calendar year 2007.  Executive acknowledges that this payment has been made.

(c)  Benefits and Perquisites.   During the Term, Executive shall be entitled to participate in the benefit and perquisite plans and programs, commensurate with Executive’s position, that are established by the Company from time to time for executive employees generally, subject to the terms and conditions of such plans.  Executive shall also be entitled to the use of a car service when traveling between New York, NY and Pleasantville, NY.  All amounts payable to Executive under this Section 3(c) shall be reimbursed as soon as practicable after Executive incurs such expense and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the expense), but, to the extent taxable income to Executive, in no event later than the “Short-Term Deferral Date” (as defined below). 

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The “Short-Term Deferral Date” shall mean, with respect to any fee or expense, the 15th day of the third month following the later of the end of the calendar year or the end of the Company’s fiscal year in which the fee or expense is incurred.

(d)  Vacation .  During the Term, Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies applicable to senior executives of the Company, but in no event less than four (4) weeks per year.

(e)  Business Expense Reimbursements.   During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable business expenses incurred in connection with performing Executive’s duties hereunder in accordance with its then-prevailing policies and procedures for expense reimbursement, which shall provide for travel and entertainment at a level commensurate with Executive’s position.  In addition to the foregoing, Executive shall be entitled to reimbursement for the use of a car service when traveling between New York, NY and Pleasantville, NY.  All amounts payable to Executive under this Section 3(e) shall be reimbursed as soon as practicable after Executive incurs such expense and submits documentation thereof (which shall be submitted within ninety (90) days of the incurrence of the expense), but, to the extent taxable income to Executive, in no event later than the Short-Term Deferral Date.

(f)  Stock Option .  Promptly following the Effective Date, Executive shall be granted an option to purchase 3% of the outstanding shares of common stock of RDA Holding Co. (“ Common Stock ”) at an exercise price equal to the fair market value on the date of grant (the “ Stock Option ”), pursuant to the Nonqualified Stock Option Agreement the form of which is attached hereto as Exhibit C (with such changes thereto as mutually agreed by the parties).  The parties agree that the Stock Option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(g)  Restricted Stock Units . Promptly following the Effective Date, Executive shall be granted restricted stock units (“ Restricted Stock Units ”) with an initial value of $2 million, which will vest and pay out in accordance with the terms of the Restricted Stock Unit Agreement the form of which is attached hereto as Exhibit  D (with such changes thereto as mutually agreed by the parties).

(h)  Co-investment .  Executive shall be entitled to co-invest on a carry-free basis side-by-side with Ripplewood in shares of Common Stock in an amount up to $4.5 million, of which 50% shall be funded with third-party leverage guaranteed by the Company.

(i)  Legal Fees .  The Company shall pay all reasonable attorneys’ fees and disbursements incurred by Executive prior to the expiration of the Term in connection with the negotiation of (i) this Agreement, and (ii) the negotiation of any other agreements documenting Executive’s initial equity arrangements with the Company and concomitant revisions of this Agreement.  Any reimbursement pursuant to this Section 3(i) shall be paid to Executive promptly and in no event later than the Short-Term Deferral Date.

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4.  Separation from Service with the Company .

(a)  Death or Disability .

(i)  Executive’s employment shall automatically terminate upon Executive’s death.  The Company may terminate Executive’s employment hereunder in the event of Executive’s “ Disability ” (as defined below) upon 30 days’ written notice to Executive.  In the event of a termination of Executive’s employment hereunder by reason of death or by reason of Disability, the Company shall pay to Executive or her estate, as applicable, any accrued but unpaid Base Salary, accrued but unused vacation time, unreimbursed business expenses, and unpaid Annual Bonus for any completed fiscal year prior to the year of termination, and Executive or her estate shall be entitled to receive employee benefits pursuant to the terms of the benefit plans and programs applicable to terminated employees (collectively, the “ Accrued Rights ”).  The Accrued Rights shall be payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within 30 days following the date of termination of Executive’s employment.  In addition, Executive shall be entitled to a pro-rata portion of the Annual Bonus for the fiscal year of termination based on actual results of the Company, which amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the fiscal year during which Executive was employed by the Company, and shall be paid at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends (the “ Pro-Rata Bonus ”).

(ii)  For purposes of this Agreement, “ Disability ” means Executive has been physically or mentally incapable for 6 consecutive months to perform her material duties hereunder.  Any question as to the existence of the Disability of Executive as to which the Company and Executive shall not agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company (and if Executive and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third physician who shall make such determination in writing, which shall be final and conclusive for all purposes of this Agreement).  In connection therewith, Executive agrees to submit to any medical examination(s) as may be reasonably requested by the Company for such purpose.

(b)    By the Company for Cause or By Executive Without Good Reason .

(i)  The Company may terminate Executive’s employment hereunder for “Cause” (as defined below) at any time upon 30 days’ written notice to Executive and Executive may terminate her employment hereunder without “Good Reason” (as defined below) at any time upon 30 days’ written notice to the Company.  In the event the Company terminates Executive’s employment hereunder for Cause or Executive terminates her employment hereunder without Good Reason, Executive shall be entitled to her Accrued Rights and the Company shall have no further obligations to Executive under this Agreement.  The Accrued Rights shall be payable on

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their normal payment dates; provided that accrued but unused vacation time shall be paid within 30 days following the date of termination of Executive’s employment.

(ii)  For purposes of this Agreement, “ Cause ” means:  (A) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than due to physical or mental illness) after written notice of such failure to Executive, (B) Executive’s conviction of, or plea of guilty or nolo contendere to a felony (or the equivalent of a felony in a jurisdiction other than the United States) other than, in any case, vicarious liability or traffic violations, (C) Executive’s willful material breach of Sections 6, 7, or 9 hereof that, to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company of such breach, (D) Executive’s willful material violation of the Company’s written policies of a material nature that has a detrimental impact on the Company and that, to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company of such breach; (E) Executive’s fraud or embezzlement with respect to the Company; (F) Executive’s  misappropriation or misuse of funds or property belonging to the Company that is done in bad faith and is more than de minimis in nature; (F) Executive’s use of illegal drugs that interferes with the performance of Executive’s duties hereunder; or (G) Executive’s gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that it was in the best interests of the Company, that materially adversely affects the business or reputation of the Company, its subsidiaries or Affiliates.

(iii)  For purposes of this Agreement, “ Good Reason ” means (A) any diminution in Executive’s title or position or a material diminution in Executive’s duties, authorities or responsibilities (excluding for this purpose an insubstantial or inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive); (B) the assignment to Executive of duties inconsistent with her position (excluding for this purpose an insubstantial or inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive); (C) any material breach by the Company of this Agreement, any Exhibit hereto or any other agreement or letter executed between the Company and the Executive simultaneously with or following the date of this Agreement that specifically provides that such agreement or letter is intended to modify or supplement this Agreement, in each case that, to the extent curable, is uncured by the Company promptly following receipt of written notice thereof from Executive; (D) any reduction of Executive’s Base Salary, Guaranteed Bonus or Annual Bonus opportunity; (E) the transfer or relocation of Executive’s principal place of employment to a location further in miles and/or travel time from New York, New York than is Pleasantville, New York; (F) any failure to re-elect Executive to the Board if the Company is not public, or to nominate Executive for election to the Board if the Company is public, or the removal of Executive from the Board other than for cause in accordance with the Company’s by-laws or in connection with a termination for “Cause” under the terms of this agreement; or (G) the failure of the Company to obtain the assumption of this Agreement by any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company and the failure to deliver a copy of the document effecting such assumption to the Executive upon Executive’s written request.

(c)  By the Company Other Than for Cause or by Executive for Good Reason .  The Company may terminate Executive’s employment hereunder other than for Cause (and other

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than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her employment hereunder at any time upon thirty (30) days’ advance written notice to the Company.  In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “ Separation Benefits ”):  (i) a severance payment equal to two times the sum of (A) Executive’s then current Base Salary and (B) the Guaranteed Bonus, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option.  Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c).  Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable.  Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.

(d)  Expiration of Term .  If Executive’s employment shall terminate by reason of the expiration of the Term as a result of either party giving notice of non-extension of the Term to the other party pursuant to Section 1(a), Executive shall be entitled to the Accrued Rights.  The Accrued Rights shall be payable on their normal payment dates; provided that accrued but unused

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vacation time shall be paid within 30 days following the date of termination of Executive’s employment.

(e)  Resignation from Board .  Upon termination of Executive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, upon the Company’s request Executive agrees to resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof (and, if applicable, from the board of directors (and any committees thereof) of any subsidiary or Affiliate of the Company) to the extent Executive is then serving thereon.

(f)  Amounts Due Under Plans .  Subject to the provisions hereof, the payment of any amounts accrued under any benefit plan, program or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program or arrangement, and any elections Executive has made thereunder.

(g)  Waiver of Notice .  The Board may waive any notice required of Executive and Executive may waive any notice required of the Company under this Section 4 without liability, penalty or cost.

5.  Acknowledgments .  (a)  Executive acknowledges that the Company has expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill and build an effective organization.  Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets, and that Executive’s services are of special, unique and extraordinary value to the Company, its subsidiaries and Affiliates.  Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill.  The Company acknowledges that Executive is a long serving executive in the industry and has acquired significant industry experience and knowledge during her career.

(b)  Executive acknowledges (i) that the business of the Company, its subsidiaries and Affiliates is national in scope and without geographical limitation within the United States and (ii) notwithstanding the jurisdiction of formation or principal office of the Company, its subsidiaries and Affiliates, or the location of any of their respective executives or employees (including, without limitation, Executive), it is expected that the Company and its subsidiaries and Affiliates will have business activities and have valuable business relationships within their respective industries throughout the United States.  Executive also agrees and acknowledges that the potential harm to the Company of the non-enforcement of Sections 6, 7, 8, 9 and 12 outweighs any potential harm to Executive of its enforcement by injunction or otherwise.  In addition, the Company agrees and acknowledges that the potential harm to the Executive of the non-enforcement of Section 12 outweighs any potential harm to the Company of its enforcement by injunction or otherwise.

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(c)  Executive acknowledges that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of the Confidential Information, business strategies, employee and customer relationships and goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future.  Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.  Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 6 and 7 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executive’s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents.

6.  Restrictive Covenants .  (a)  Noncompetition and Nonsolicitation . Executive agrees that Executive shall not, while an employee of the Company and during the one-year period following termination of employment (such one-year period, the “ Restriction Period ”), directly or indirectly, without the prior written consent of the Company:

(i)  engage in activities or businesses within the United States on behalf of any Person that is in competition with a portion of the Company’s business from which the Company derives at least 15% of its revenues based on the Company’s fiscal prior to the earlier of the activity or termination (“ Competitive Activities ”), including (A) selling goods or services of the type sold by the Company or any of its subsidiaries; (B) soliciting or attempting to solicit any customer or client or prospective customer or client of the Company or any of its subsidiaries or Limited Affiliates including, without limitation, actively sought prospective customers or clients, to purchase any goods or services of the specific type sold by the Company or any of its subsidiaries from anyone other than the Company or any of its subsidiaries; and (C) assisting any Person in any way to do, or attempt to do, anything prohibited by (A) or (B) above; provided , however, that the foregoing shall not prevent or be violated by Executive’s service in a non-competitive portion of a company or business enterprise which is engaged in Competitive Activities with the Company or, as a result thereof, owning compensatory equity in such a company or business enterprise engaged in Competitive Activities; or

(ii)  (A) solicit, recruit or hire any employees of the Company or any of its subsidiaries or Limited Affiliates or Persons who have worked for the Company or any of its subsidiaries or Limited Affiliates in the prior 6 months; (B) solicit or encourage any employee of the Company or any of its subsidiaries or Limited Affiliates to leave the employment of the Company or any of its subsidiaries or Limited Affiliates; or (C) intentionally interfere with the relationship of the Company or any of its subsidiaries or Limited Affiliates with any Person who or which is employed by or otherwise engaged to perform services for the Company or any of its subsidiaries or Limited Affiliates.  The restrictions in this Section 6(a)(ii) shall not apply to (x) general solicitations that are not specifically directed to employees of the Company or any Limited Affiliate, (y) serving as a reference at the request of an employee or (z) actions taken in the good faith performance of her duties for the Company.

(iii)  Notwithstanding the foregoing provisions of this Section 6(a), in the event Executive’s employment hereunder terminates due to the expiration of the Term, the Restriction

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Period shall not apply unless the Company provides Executive with at least 60 days advance written notice prior to the date of such expiration of its election to have the Restriction Period apply and in connection therewith agrees to pay the Executive $1,000,000 payable ratably over the Restriction Period in equal monthly installments.

The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is determined to be in violation of the provisions of this Section 6 by a relevant trier of fact, but only with respect to specific provisions to which the breach relates.

(b)  Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 6(a) shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 3% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities; provided , however , that such stock is listed on a national securities exchange, is quoted on the National Market System of NASDAQ or is otherwise