AMENDED AND RESTATED EMPLOYMENT AGREEMENT

1.

Employment.

2.

Term and Positions.

in such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)).

(d)

Notwithstanding anything in this Agreement to the contrary, if there shall occur a “Change in Control” (as that term is 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”), 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 him hereunder up to and including the effective date of the Change in Control. It is expressly understood that the foregoing shall have no effect upon the parties’ respective rights and obligations under Paragraph 5(e) of this Employment Agreement or the Performance Units Agreement dated January 2, 2002.

(a)

The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly) of Six Hundred Thousand Dollars ($600,000) per annum.

(b)

The Company shall provide to the Executive such life, disability, medical, hospitalization, vision and dental insurance for himself, his spouse and eligible family members as may be in effect on the date hereof.

(c)

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 Agreement shall or shall be deemed to in any way affect the Executive’s rights and benefits thereunder except as expressly provided herein).

(d)

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. It is expressly understood and agreed that the intent of this Paragraph 3(d) is to permit such equity and other benefits granted or provided to the Executive prior to the Effective Date to continue to vest during the term of this Employment Agreement, to permit the Executive to exercise any vested options at any time during their full term regardless of whether that is during or after the term of this Employment Agreement and to permit the Executive to continue participation in the Company’s elective and equity deferred compensation plans during the term of this Employment Agreement, and that, subject to paragraph 5(e) of this Agreement, the Executive shall not be granted or provided with any additional equity or employee equity plan benefits during the term of this Employment Agreement.

(e)

The Company shall reimburse the Executive or provide him 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.

(f)

The Company shall provide to the Executive a new vehicle of the Executive’s choice for the exclusive use of the Executive, together with automobile, theft, casualty and liability insurance, and payment or reimbursement of the Executive for all maintenance, repair and gasoline.

(g)

The Company shall reimburse the Executive or provide him with an expense account during the term of this Employment Agreement of up to $5,000 per annum for financial planning, tax return and financial statement preparation services and shall reimburse the Executive for legal and related consulting fees (up to $5,000) related to the review of this Agreement.

(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 his successors and assigns in the event of his death) an amount equal to the balance of the base salary payable to the Executive during the remaining term of this Agreement and shall continue the benefits described in Paragraph 3(b) for the Executive (except in the case of death) and the Executive’s family for a period of one (1) year.

(b)

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 his physical or mental disability or illness, shall have been unable to discharge his 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 his written statement to the effect that in his opinion, based on his diagnosis, the Executive is capable of resuming his employment and devoting his full time and energy to discharging his 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 his 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 material 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.

(b)

In the event of a termination claim by the Company to be for “cause” pursuant to Paragraph 5(a)(ii), the Executive shall have the right to have the justification for said termination determined by arbitration in Cleveland, Ohio. In order to exercise such right, the Executive shall serve on the Company within thirty (30) days after termination a written request for arbitration. The Company immediately shall request the appointment of an arbitrator by the American Arbitration Association and thereafter the question of “cause” shall be determined under the rules of the American Arbitration Association, and the decision of the arbitrator shall be final and binding upon both parties. The parties shall use all reasonable efforts to facilitate and expedite the arbitration and shall act to cause the arbitration to be completed as promptly as possible. During the pendency of the arbitration, the Executive shall continue to receive all compensation and benefits to

which he is entitled hereunder, and if at any time during the pendency of such 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.

(c)

In the event of termination for any of the reasons set forth in subparagraph (a) of this Paragraph 5, except as otherwise provided in Paragraphs 3(d), 4(a) and 5(d), the Executive shall be entitled to no further compensation or other benefits under this Employment Agreement, except as to that portion of any unpaid salary and other benefits accrued and earned by him hereunder up to and including the effective date of such termination.

(d)

Except as provided in Paragraph 5(d)(i), in the event of the termination by the Company of the Executive without “cause” (other than as described in Paragraph 2(d), or in the event of a termination by the Executive for reasons set forth in Paragraph 2(c), the Company shall pay to the Executive an amount equal to the balance of the base salary payable to the Executive during the remaining term of this Agreement and shall continue the benefits described in Paragraph 3(b) during the remaining term of this Agreement.

(e)

Notwithstanding any provision to the contrary contained in this Employment Agreement, the Change in Control Agreement or any other agreement to which the Executive is a party or by which he is bound, concurrently with the termination of this Agreement for any reason other than “cause,” including, without limitation, natural termination on the date the term of this Agreement expires, all of the Executive’s restricted shares, options, performance units and other equity-based awards which by their respective terms are not vested at the time of such termination shall fully and immediately vest at such time.

(f)

For all purposes of this Employment Agreement, the term “Termination Date” means the date on which the Executive’s employment with the Company terminates.