AMENDED AND RESTATED EMPLOYMENT AGREEMENT

1.

Employment.

2.

Term and Positions.

Indemnification Agreement between the Company and the Executive that was in effect as of December 28, 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”).

(i)

the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without her consent;

(ii)

the Executive’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or

(iii)

there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the Company;

(d)

The Executive shall be deemed not to have consented to any written proposal calling for a material change in her duties and responsibilities unless the Executive shall give written notice of her consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of said fifteen (15) day period.

(e)

Notwithstanding anything in this Employment Agreement to the contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of the Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by the Executive hereunder up to and including the Termination Date (as defined in Paragraph 5(f)).

During the term of this Employment Agreement, the Company shall pay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Paragraph 3.

(b)

In addition to an annual base salary, if the Executive achieves the factors and criteria for bonus payments hereinafter described for any fiscal year of the Company throughout which the Executive is employed by the Company, then the Company shall pay to the Executive bonus compensation for such fiscal year, not later than 75 days following the end of the fiscal year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto. The Company’s award of bonus compensation to the Executive shall be determined by the factors and criteria, including the financial performance of the Company and the performance by the Executive of her duties hereunder, that may be established from time to time for the calculation of bonus awards by the Executive Compensation Committee (the “Committee”) of the Board. (Note that in certain circumstances the Executive may be entitled to a pro rata bonus for a partial fiscal year of the Company as provided in Paragraph 4(a) or 5(d).)

(c)

The Company shall provide to the Executive such life, disability, medical, hospitalization and dental insurance for the Executive, her spouse and eligible family members as may be determined by the Board to be consistent with industry standards.

(d)

The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which the Executive qualifies under the terms thereof (and nothing in this Employment Agreement shall or shall be deemed to in any way affect the Executive’s rights and benefits thereunder except as expressly provided herein).

(e)

The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Chief Executive Officer or the President of the Company in his reasonable and good faith discretion, which in any event shall be not less than four weeks per year or as otherwise provided under the Company’s vacation and sick leave policy for executive officers.

(f)

The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing documents of the particular plan.

(g)

The Company shall reimburse the Executive or provide the Executive with an expense allowance during the term of this Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.

(a)

Except as otherwise provided in Paragraph 4(a)(i), in the event of the Executive’s death or if the Company terminates the Executive’s employment by reason of the Executive becoming “disabled” (as hereinafter defined) during the term of this Employment Agreement, the Company shall pay to the Executive (or the successors and assigns of the Executive in the event of her death) an amount equal to the sum of (x) the Executive’s then effective per annum rate of salary, as determined under Paragraph 3(a), plus (y) a bonus amount prorated up to and including the Termination Date and determined as specified in Paragraph 4(a)(ii) (a “Pro Rata Bonus Amount”), and shall continue the

benefits described in Paragraph 3(c) for the Executive (except in the case of death) and the Executive’s family for a period of one (1) year.

(b)

The Company will pay the amount equal to one year of salary pursuant to Paragraph 4(a)(x) (i) in the event of the Executive’s death, as soon as practicable following the Executive’s death, but in no event later than March 15 of the year after the year in which the Executive’s death occurs (provided that neither the Executive nor the Executive’s estate may designate the taxable year of payment), and (ii) in the event of the Company’s termination of the Executive’s employment by reason of the Executive’s becoming disabled, except as otherwise provided in Section B.2 of the Tax Provision Exhibit attached to this Employment Agreement as Exhibit B, during the Seventh Month after the Termination Date (as defined in Section B.1 of the Tax Provision Exhibit). The Company will pay the Pro Rata Bonus Amount pursuant to Paragraph 4(a)(y) on the date on which the Company generally pays bonuses for the fiscal year during which the termination of employment occurred (but not later than March 15 of the immediately following year). To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of the benefits described in Paragraph 3(c) will be subject to Sections B.1 and B.3 of the Tax Provision Exhibit if and to the extent either of those sections is applicable according to its terms.

(c)

For purposes of this Employment Agreement, the Executive shall become “disabled” only in the event of a permanent disability. Executive’s “disability” shall be deemed to have occurred after one hundred twenty (120) days in the aggregate during any consecutive twelve (12) month period, or after ninety (90) consecutive days, during which one hundred twenty (120) or ninety (90) days, as the case may be, the Executive, by reason of her physical or mental disability or illness, shall have been unable to discharge her duties under this Employment Agreement. The date of disability shall be such one hundred twentieth (120th ) or ninetieth (90th ) day, as the case may be. In the event either the Company or the Executive, after receipt of notice of the Executive’s disability

from the other, dispute that the Executive’s permanent disability shall have occurred, the Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Cleveland, Ohio, area and, unless such physician shall issue a written statement to the effect that in the physician’s opinion, based on the physician’s diagnosis, the Executive is capable of resuming her employment and devoting full time and energy to discharging her duties within thirty (30) days after the date of such statement, such permanent disability shall be deemed to have occurred.

(a)

The employment of the Executive under this Employment Agreement, and the terms hereof, may be terminated by the Company:

(A)

The Executive’s fraud, commission of a felony or of an act or series of acts which result in material injury to the business reputation of the Company, commission of an act or series of repeated acts of dishonesty which are materially inimical to the best interests of the Company, or the Executive’s willful and repeated failure to perform her duties under this Employment Agreement, which failure has not been cured within fifteen (15) days after the Company gives notice thereof to the Executive; or

(B)

The Executive’s material breach of any provision of this Employment Agreement, which breach has not been cured in all substantial respects within ten (10) days after the Company gives notice thereof to the Executive; or

The exercise by the Company of its rights of termination under this Paragraph 5 shall be the Company’s sole remedy if such right to terminate arises. Upon any termination of this Employment Agreement, the Executive shall be deemed to have resigned from all offices and directorships held by the Executive in the Company.

arbitration the Company fails to pay and provide all compensation and benefits to the Executive in a timely manner the Company shall be deemed to have automatically waived whatever rights it then may have had to terminate the Executive’s employment for cause. Expenses of the arbitration shall be borne equally by the parties except as otherwise determined by the arbitrator.

(i)

The Company will not be obligated to pay or provide any of the amounts or benefits specified in Paragraph 5(d) unless either (A) the Company is deemed to have waived the obligation to provide a Release as provided in Paragraph 6(b) or (B) the Executive has timely executed a Release as contemplated by Paragraph 6(c) and has not revoked such Release during any applicable revocation period.