AMENDED AND RESTATED EMPLOYMENT AGREEMENT

report directly to the Board and devote substantially all of his business time, energies and talents to serving the Company in such capacities and performing his duties subject to the lawful directions of the Board of Directors and in accordance with the “Company’s Policies” (as hereinafter defined) except for customary periods of vacation and absence due to illness or disability.  Nothing in this Agreement prohibits Executive’s (i) services as director of other entities that are not competitive with the Company, (ii) involvement in community or charitable activities, or (iii) personal or family investment-related activities, so long as each of any such service or activity is approved by the Board and does not materially and adversely interfere with Executive’s duties under this Agreement.

                Section 3 .              Compliance with Company Policies . Executive acknowledges that the Company has certain policies in place that govern the multiple issues that Executive must comply with during the employment of Executive. Executive agrees to adhere to and be bound by the Company’s stated policies including, but not limited to, those policies set forth in the Company’s Handbook and the Code of Personal and Business Conduct and Ethics, the Data Security & Compliance Policy, the Insider Trading Policy, the Harassment/Inappropriate Behavior Policy, the Procurement Policy, the Trademark & Service Marks Policy, the E-mail Policy, the Severance Policy, the Required Approvals, Travel and Entertainment Expense Policy, and the Federal Export Laws and Regulations Policy (collectively referred to as “Company’s Policies”). Executive recognizes and agrees that the Company’s Policies may be modified or amended from time to time at the Company’s sole discretion. The Company reserves the right to revise, modify, delete, or add to any and all policies, procedures, work rules, or benefits stated in the Company’s Policies or in any other document. The Company shall communicate any change through official notices, and Executive understands that revised information may supersede, modify, or eliminate existing policies/benefits, and agrees to comply with the Company’s Policies as revised.

                Section 4 .              Compensation .

                                                (a)           Base Salary . During the Employment Period, Executive will receive an annualized base salary of Four Hundred and Twenty-Five Thousand Dollars ($425,000.00) per year payable pursuant to the Company’s normal payroll practice (“Base Salary”).  Such Base Salary will be subject to annual review by the Company, taking into consideration Executive’s performance during the preceding year, base salary

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adjustments for the executive staff and other internal and external factors as described in the corporate bylaws and public document filings; provided, however, that at no time shall Executive’s salary be less than the Base Salary.  If Executive’s Base Salary is increased, it shall not thereafter be decreased during the term of this Agreement.

                                                (b)            Performance Based Annual Incentive Bonus . For each fiscal year of the Company completed during the Employment Period, Executive shall be eligible to receive an annual performance-based incentive bonus in accordance with the Company’s Management Incentive Program, as determined by the Board Compensation Committee in consultation with Executive in an amount up to one hundred twenty percent (120%) of Executive’s Base Salary. The incentive bonus, if any, will be paid annually within the first ninety (90) days of the calendar year.

                                                (c)            Long-Term Incentive Awards . During the Employment Period, Executive shall be eligible to receive long-term incentive awards in accordance with the 2005 Plan up to one hundred percent (100%) of Executive’s Base Salary.  Such long-term incentive awards, if any, shall be made at the discretion of the Board Compensation Committee in the form of stock-settled appreciation rights and/or restricted stock units.

                                                (d)            Additional Benefits . During the Employment Period, Executive shall receive such additional employee benefits commensurate with his position, including those that the Company may from time to time make available to its executive officers, including four (4) weeks paid vacation per calendar year, qualified profit-sharing plans, employee group health and disability insurance. In addition, the Company shall pay premiums on a one million dollar ($1,000,000.00) term-life insurance policy naming Executive as the insured and with the beneficiary(ies) of such policy selected by Executive.  The Company agrees to facilitate all such actions as are necessary to keep such policy in place.  Executive reserves the right to change the carrier of such life insurance policy at any time and in his discretion as long as the cost of coverage is equal to or less than the cost of the original coverage.

                                                (e)            Succession Incentive .   Executive shall receive an incentive bonus equal to five hundred thousand dollars ($500,000.00) provided that (i) Executive’s successor as CEO is elected by the Board of Directors prior to March 31, 2010, (ii) Executive resigns from the Board upon the earlier of a date that is within the six (6) month period following his

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successor’s election as CEO or December 31, 2010, and (iii) Executive actively and materially cooperates with the Board in the recruitment and selection of his successor (the “Succession Bonus”).  The Board shall make a reasonable determination, in good faith and consistent with the spirit of this Section 4(e) whether Executive’s participation in the process of recruiting and selecting his successor is active and material and the Board’s determination shall be binding provided that the determination is reasonable and made in good faith. In the event Executive satisfies the foregoing requirements, the Succession Bonus shall be paid to Executive in a lump-sum within the thirty (30) day period following the earliest to occur of the following events:

(i)            the 6-month anniversary of Executive’s “Separation from Service” (as defined below) for reasons other than death; or

                                                                (ii)           Executive’s death.

                                                For this purpose, the term “Separation from Service” means a termination of employment with Company and any affiliate in such manner as to constitute a “separation from service” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Once the Succession Bonus is earned, it shall be paid into an escrow account acceptable to Executive until the time of actual payment.

                                                (f)             Withholdings . All payments made to Executive pursuant to this Agreement shall be reduced by all required federal, state and local withholdings for taxes and similar charges and by all contributions or payments required to be made by Executive in connection with any employee benefit plan maintained by the Company.

                Section 5 .              Retirement .

                                                (a)           Normal Retirement . On December 31, 2010 (the “Normal Retirement Date”), if Executive is still employed by the Company, Executive will be deemed to have voluntarily terminated his employment relationship with the Company but not for purposes of Section 9(c).

                                                (b)           Early Retirement .  If Executive’s successor as CEO is elected by the Board of Directors prior to March 31, 2010, Executive’s employment relationship with the Company shall terminate upon the earlier of (i) December 31, 2010 or (ii) the six-month anniversary of the date that Executive’s successor assumes responsibilities as CEO.

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                Section 6 .              Retirement Benefits . Upon the normal retirement or early retirement of Executive in accordance with Section 5, the Company shall provide the benefits set forth in this Section 6 (collectively the “Retirement Benefits”);

                                                (a)           Unused Vacation . The Company will pay Executive the full amount of Executive’s accrued but unused vacation time.

                                                (b)           Company Property . The Company will give Executive the computer which belongs to the Company but which the Executive is then utilizing as Chairman.

                                                (c)           Health and Dental Insurance Upon Termination . From the Date of Executive’s retirement through the three (3) year period following Executive’s Normal Retirement Date, the Company shall provide health and dental insurance for Executive and his dependents pursuant to the Company’s Health and/or Dental Insurance Plan. Executive’s participation in the Company’s Health and/or Dental Insurance Plan shall be subject to the same restrictions and limitations as are applicable to current employees of the Company participating in the Health and/or Dental Insurance Plan including, without limitation, the Company’s right to modify, amend, change or discontinue the Health and/or Dental Insurance Plan in any way, at any time and for any reason. The Company hereby specifically reaffirms and reserves its right to modify, amend, change or discontinue the Health and/or Dental  Insurance Plan in any way, at any time and for any reason, provided that such modification, amendment, or change does not impact the health and dental insurance of Executive and Executive’s dependents differently than it impacts the insurance of current employees.  Notwithstanding the foregoing, if the carrier for the Company’s Health and/or Dental Insurance Plan refuses to extend coverage to Executive and his dependents under such Plan for any reason, and the Company shall purchase coverage under a separate insurance policy for Executive and his dependents that is equivalent in terms of benefits provided to the health and dental insurance available to then current employees of the Company.  Such separate insurance policy will be provided to Executive at the same cost to Executive and/or his dependents as the cost that would have been charged had Executive and his dependents continued coverage under the Company’s regular Health and/or Dental Insurance Plan.

                                                (d)           Life Insurance . From the date of Executive’s retirement through the three (3) year period following Executive’s Normal Retirement Date, the Company shall pay

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premiums on a one million dollar ($1,000,000.00) term-life insurance policy naming Executive as the insured and with the beneficiary(ies) of such policy selected by Executive.  The Company agrees to facilitate all such actions as are necessary to keep such policy in place.  Executive reserves the right to change the carrier of such life insurance policy at any time and in his discretion as long as the cost of coverage is equal to or less than the cost of the original coverage.

                                                (e)           Termination of Retirement Benefits . Notwithstanding the forgoing, if at the time of Executive’s normal retirement or early retirement or during the period for which the previously described Retirement Benefits are provided, Executive enters into a full-time employee relationship with an entity that is unrelated to the Company, then the Company may immediately terminate any Retirement Benefits described in subsections (c) and (d) of this Section 6, provided that such other employer provides comparable health, dental and/or life insurance coverage or Executive becomes eligible for Medicare benefits . For purposes of this Agreement, “full-time employment” shall mean the provision of services as an employee or independent contractor that normally equal or exceed thirty-five (35) hours per week and the entity for which such services are provided by Executive will be regarded as “unrelated” if it would not be considered a single employer with the Company under Sections 414(b), (c) or (m) of the Code.

                                                (f)            Salary Continuation Upon Early Retirement . If Executive qualifies for the Severance Bonus and as a consequence retires early as described in Section 5(b), Executive Base Salary in effect at the time of such early retirement shall be continued for the remaining term of this Agreement.  Additionally, Executive will receive the performance-based annual incentive bonus and long-term incentive award to which he would be entitled based on performance for the period in which Executive retired.

                                                (g)           Other Retirement Benefits . From the date of Executive’s retirement through the one (1) year period following Executive’s Normal Retirement Date, Executive will have reasonable use of a Company provided secretary which secretary shall be provided entirely at the Company’s expense.  Notwithstanding the foregoing, the Company’s obligation to provide such secretarial services shall terminate immediately if Executive enters into a full-time employee relationship with an entity that is unrelated to the

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Company as provided for in Section 6(e).  Executive shall be fully vested in all equity awards upon retirement, notwithstanding any contrary limitation in the relevant grant document or documents, and all such awards shall remain exercisable, if applicable, as though Executive had remained in the employment of the Company during such period.

                Section 7 .              Reimbursement for Expenses . Executive is expected to incur certain expenses on behalf of the Company for travel, promotion, telephone, entertainment and similar items. During the period of Executive’s employment with the Company, the Company will reimburse the Executive for all ordinary, necessary and reasonable amounts of such expenses, as determined by the Board of Directors, incurred by Executive. Such amounts shall be payable promptly upon receipt of reasonable written documentation signed by the Executive itemizing such expenses.

                Section 8 .              Indemnification .  If, at any time during or after the Term of this Agreement, Executive is made a party to, or is threatened to be made a party in, any civil, criminal or administrative action, suit or proceeding by reason of the fact that Executive is or was a director, officer, employee, or agent of the Company, or of any other corporation or any partnership, joint venture, trust or other enterprise for which Executive served as such at the request of the Company, then Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exist or may hereafter be amended (however, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment). The Company’s bylaws contain an indemnification procedure for directors and officers of the Company. Generally, if Executive is made or is threatened to be made a party to any action, suit or proceeding relating to his employment or service as a director of the Company, he shall have the right to select individual counsel and he shall be indemnified and held harmless by the Company against all expenses, liability and loss reasonably incurred (including the advancement of legal fees and expenses) by Executive or imposed on Executive in connection with, or resulting from, the defense of such action, if the payment of such expenses is in accordance with Delaware law. Executive has the right to bring suit against the Company if a claim made in accordance with the Company’s bylaws is not paid in full within sixty (60) days after a written claim has been

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received, except in the case of a claim for an advancement of expenses, in which case the applicable period is twenty (20) days.

                Further, the Company shall seek to maintain during the Term of the Agreement and until all relevant statutes of limitation have expired Directors and Officers Liability Insurance covering Executive (or Executive’s estate, if Executive is deceased or incompetent), which provides coverage at least as favorable to Executive (or Executive’s estate, if Executive is deceased or incompetent), as coverage under the Company’s policy in effect on the Effective Date of this Agreement, and which coverage shall be increased from time to time in such amounts as the Board may determine to be appropriate in light of the Company’s operations.

                Section 9 .              Termination/Severance .

                                                (a)           Disability, Death or