(b)                                  Unless earlier terminated as provided herein, Executive’s employment under this Agreement shall be for a rolling, two-year term (the “Term”) commencing on the Effective Time (as defined in subsection (c) below), and shall be deemed to extend automatically, without further action by either the Company or Executive, each day for an additional day, such that the remaining term of the Agreement shall continue to be two years; provided, however, that either party may, by written notice to the other, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be the two years following the date of such notice and this Agreement shall terminate upon the expiration of such Term.

(c)                                   This amended and restated Agreement is effective October 1, 2002 (“Effective Time”) and supersedes the Prior Employment Agreement in its entirety and any rights under the Prior Employment Agreement are terminated on the Effective Time.

2.                                        Compensation and Benefits .  As compensation for Executive’s services during the Term of this Agreement, Executive shall be paid and receive the compensation and benefits set forth in subsections (a) through (e) below:

(a)                                   An annual base salary (“Base Salary”) of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), prorated for any partial year of employment. Executive’s Base Salary shall be subject to annual review at such time as the Company conducts salary reviews for its Executives generally. Executive’s Base Salary shall be payable in accordance with the Company’s regular payroll practices in effect from time to time.

(b)                                  Executive shall be eligible to participate in the Executive Management Annual Incentive Program (“Incentive Program”) and such other annual incentive plans as may be established by the Company from time to time for individuals at Executive’s level.  The

2

Company will establish individual and financial performance goals each year under the Incentive Program, and Executive’s annual Target Bonus shall be fifty percent (50%) of Base Salary.  The annual incentive bonus payable under this subsection (b) shall be payable as a lump sum at the same time bonuses are paid to other executives, unless Executive elects to defer all or a portion of such bonus pursuant to any deferral plan established by the Company for such purpose.

(c)                                   Executive shall be entitled to participate in, or receive benefits under, any “employee benefit plan” (as defined in Section 3(3) of ERISA) or employee benefit arrangement made generally available by the Company to its Executives, including plans providing retirement, 401 (k) benefits, health care (including Exec-U-Care), life insurance, disability and similar benefits.

(d)                                  Executive is eligible for vacation in accordance with the Company’s standard vacation policy.  Executive will be provided a vehicle in accordance with the Company’s automobile policy.  Executive will be promptly reimbursed by the Company for all reasonable business expenses Executive incurs and properly reports in carrying out Executive’s duties and responsibilities under this Agreement.

3.                                        Termination .

3.1                                  Termination .  The Company shall have the right to terminate Executive’s employment under this Agreement at any time during the Term by notice to Executive. Executive shall have the right to terminate his employment at any time during the Term by notice to the Company. If the Company terminates Executive’s employment under this Agreement for Cause (as defined in Section 5.2), disability (as determined by the Company), or upon Executive’s death, or if Executive terminates his employment, the Company’s obligations under this Agreement shall cease as of the date of termination; provided, however, that Executive will

3

be entitled to whatever benefits are payable to Executive pursuant to the terms of any health, life insurance, disability, welfare, retirement or other plan or program maintained by the Company in which Executive participates.  If the Company terminates Executive during the Term of this Agreement other than for Cause (and such termination does not result from Executive’s disability or death), Executive shall be entitled to receive the compensation and benefits provided in subsections (a) through (c) below. Unless specified otherwise, the time periods in subsections (a) through (c) below shall be the lesser of (i) the 12-month period (the twenty-four (24) month period if Executive’s date of termination of employment is on or after the date of a Change in Control, as defined in Section 5.3) commencing on the date of Executive’s termination of employment, or (ii) the time period remaining from the date of Executive’s termination until he attains age 65 (such time period under (i) or (ii) is hereinafter referred to as the “Severance Period”). Except as otherwise provided herein, the Company agrees that if Executive terminates employment and is entitled to compensation and benefits under this Section 3.1, he shall not be required to mitigate damages by seeking other employment, nor shall any amount he earns reduce the amount payable by the Company hereunder. Executive agrees that the compensation and benefits provided pursuant to this Section 3.1 shall be the only severance benefits payable to Executive by the Company and its affiliates as a result of Executive’s termination of employment and Executive hereby waives his rights (if any) to any severance benefits under any other plan or program of the Company and its affiliates. The compensation and benefits payable or to be provided under subsections (a) through (c) below shall cease in the event of Executive’s death after termination of employment.

(a)                                   Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for the Severance Period in the same

4

manner as it was being paid as of the date of termination; p rovided , however , that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after his termination of employment; provided , further , that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 5.11) on the date Executive’s employment under this Agreement is terminated.

(b)                                  Bonuses and Incentives - Executive shall receive bonus payments from the Company for each month of the Severance Period in an amount for each such month equal to one-twelfth of the average of the bonuses earned by him for the two fiscal years in which bonuses were paid immediately preceding the fiscal year in which such termination occurs. Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall be payable on the date such amounts are payable to other executives and Executive’s termination shall not affect the payment of such bonus. Executive shall also receive a prorated bonus for any uncompleted fiscal year at the date of termination (assuming the Target Award level has been achieved for such year), based upon the number of days that he was employed during such fiscal year.  The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 30 days after termination of employment; provided , that the amount of such lump sum payment representing the monthly bonus payments shall be determined by taking the monthly bonus payments to be made and discounting them to their Present Value on the date Executive’s employment under this Agreement is terminated.

(c)                                   Health and Life Insurance Coverage - The health care (including Exec-U-Care) and group term life insurance benefits coverage provided to Executive at his date of

5

termination shall be continued for the Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated. Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance. If the terms of any benefit plan referred to in this Section, or the laws applicable to such plan, do not permit continued participation by Executive, then the Company will arrange for other coverage at its expense providing substantially similar benefits (including the same deductible and co-payment levels provided under the Company’s policy). The benefits provided in this subsection (c) shall cease if Executive obtains other employment and, as a result of such other employment, health care and life insurance benefits are available to Executive.

(d)                                  Effect of Lump Sum Payment .  The lump sum payments under subsections (a) and (b) above shall not alter the amounts Executive is entitled to receive under the benefit plans described in subsections (c) and (d). Benefits under such plans shall be determined as if Executive had received such payments monthly over the Severance Period.

(e)                                   Stock Options .  As of Executive’s date of termination, the vesting and exercisability of all outstanding Time Options and Performance Options held by Executive (and any other outstanding stock options granted to Executive by the Company) shall be determined in accordance with the stock option agreements for such options.

3.2                                  Release of Claims - To be entitled to any of the compensation and benefits described above in Section 3.1, Executive shall sign a release of claims in the form required by

6

the Company. No payments shall be made under Section 3.1 until such release has been properly executed and delivered to the Company and until the expiration of the revocation period, if any, provided under the release. If the release is not properly executed by the Executive and delivered to the Company within the reasonable time periods specified in the release,