AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Bonus. For each of fiscal years 2008 and 2009, the Officer shall be entitled to receive ten percent (10%) of the aggregate cash bonus payable under the Company’s Executive Bonus Plan, the amount and rules of payout of such

aggregate cash bonus being established annually by the Board of Directors. Such bonus shall be paid no later than March 15 of the calendar year following the calendar year in which the services relating to such bonus are performed by the Officer.

The Company shall reimburse the Officer for all reasonable expenses incurred by the Officer (in accordance with the policies and procedures in effect for senior executives of the Company) in connection with the Officer’s services

under this Agreement. The Officer shall account to the Company for such expenses in accordance with policies and procedures established by the Company.

The Officer acknowledges that the restrictions contained in Section 7 (a) hereof are reasonable and necessary, in view of the nature of the Company’s business, in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to the Company. Therefore, the Officer agrees that in the event of a breach or threatened breach by the

Officer of the provisions of Section 7(a) hereof, the Company shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Officer from disclosing or using any such confidential information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, recovery of damages from the Officer.

If the Officer’s employment is terminated by the Officer’s death, the Company shall pay all Accrued Obligations to the Officer’s estate, or as may be directed by the legal representatives of such estate, and the Company shall have no further obligations to the Officer under this Agreement. “Accrued Obligations” shall mean the following: (1) the lump sum amount of any Base Salary accrued but unpaid through the Date of Termination, (2) the lump sum amount of any earned but unpaid annual bonus for periods with respect to which the performance period to earn such bonus has closed under the Executive Bonus plan, (3) the lump sum amount of any accrued but unused paid time off or sick pay in accordance with Company policy and applicable law, (4) the lump sum of any business expenses incurred which have been properly submitted for reimbursement in accordance with Company policy, but not reimbursed prior to the Date of Termination, and (5) any other compensation or benefits which may be owed or provided to or in respect of the Officer, paid or provided in accordance with the terms and provisions of the applicable benefit plans or programs of the Company. For all purposes of this Agreement, the cash payments payable to, or with respect to, the Officer

under clauses (1), (2) and (3) of the definition of Accrued Obligations shall be paid within ten (10) days of the Date of Termination or, if earlier, in accordance with applicable law.

pay to the Officer a lump sum amount equal to two (2) multiplied by the sum of the following: (1) an amount equal to the Officer’s Base Salary at the rate in effect immediately prior to such Qualifying CIC Termination or, if higher, as in effect immediately prior to the Change in Control, (2) an amount equal to the annual bonus paid or payable for the prior fiscal

year under the Executive Bonus plan, and (3) an amount equal to the Value of all equity awards granted in the prior calendar year. The “Value” of an equity award shall be determined as follows: (i) all equity awards granted in the prior calendar year shall be considered to have been fully vested on the date of grant and to be outstanding on the last day of such prior calendar year, (ii) the “Value” of stock options granted in such prior calendar year shall be the difference between the applicable exercise price and the fair market value, as of the last day of such prior calendar year, of the stock subject to such awards, (iii) the “Value” of restricted stock, if any, granted in such prior calendar year shall be the fair market value of the stock as of the last day of such prior calendar year, calculated without regard to any restrictions imposed thereon, (iv) the “Value” of restricted stock units, if any, granted in such prior calendar year shall be fair market value, as of the last day of such prior calendar year, of the stock subject to such restricted stock units, and (v) the “Value” of any other equity-based awards granted to the Officer shall be determined in a manner consistent with the foregoing, based on the fair market value of the underlying stock as of the last day of such prior calendar year.